Changhong Meiling Co.Ltd(000521) rules of procedure of the general meeting of shareholders
(reviewed and approved by the fourth extraordinary general meeting of shareholders in 2021 held on December 23, 2021)
general provisions
Article 1 in order to protect the legitimate rights and interests of shareholders, ensure the normal convening of the general meeting of shareholders and perform the functions of the highest authority, Changhong Meiling Co.Ltd(000521) (hereinafter referred to as the “company”) hereby formulates these rules of procedure in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the governance standards of listed companies, the articles of association of Changhong Meiling Co.Ltd(000521) (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 the general meeting of shareholders is composed of all shareholders of the company. It is the highest authority of the company and decides all major affairs of the company.
Chapter II Rights and obligations of shareholders
Article 3 the shareholders of the company are legal persons or natural persons who hold shares of the company according to law. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and bear the same obligations.
Article 4 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company.
Article 5 shareholders of the company enjoy the following rights:
（1） Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations, departmental rules and the articles of Association;
（5） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
（7） Shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
（8） Other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 6 Where a shareholder requests to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company, and the company shall provide it according to the requirements of the shareholder after verifying the identity of the shareholder.
Article 7 if the resolution of the shareholders’ meeting violates laws and administrative regulations, the shareholders shall have the right to request the people’s court to determine it invalid.
If the convening procedures and voting methods of the general meeting of shareholders violate laws, administrative regulations, departmental rules or the articles of association, or the contents of the resolution violate the articles of association, the shareholders may request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 8 shareholders of the company shall undertake the following obligations:
（1） Abide by laws, administrative regulations, departmental rules and the articles of Association;
（2） Pay the share capital in accordance with the shares subscribed and the method of participation;
（3） Except under the circumstances stipulated by laws and administrative regulations, it shall not withdraw its shares;
（4） Shall not abuse the rights of shareholders to damage the interests of the company or other shareholders; The independent status of the company’s legal person and the limited liability of shareholders shall not be abused to damage the interests of the company’s creditors;
Where a shareholder of a company abuses his rights and causes losses to the company or other shareholders, he shall be liable for compensation according to law.
Where the shareholders of the company abuse the independent status of the company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of the creditors of the company, they shall be jointly and severally liable for the debts of the company.
（5） Other obligations required by laws, administrative regulations, departmental rules and the articles of association.
Article 9 when exercising the voting rights, the controlling shareholders of the company shall not make decisions detrimental to the legitimate rights and interests of the company and other shareholders.
Article 10 the “controlling shareholder” mentioned in these Rules refers to the shareholder whose shares account for more than 50% of the total share capital of the company; Or shareholders who hold less than 50% of the shares but have enough voting rights to have a significant impact on the resolutions of the general meeting of shareholders. Specifically, it refers to shareholders who meet one of the following conditions:
（1） If the person acts alone or in concert with others, he may elect more than half of the directors;
（2） When acting alone or in concert with others, this person may exercise more than 30% of the voting rights of the company or control the exercise of more than 30% of the voting rights of the company;
（3） When acting alone or in concert with others, the person holds more than 30% of the shares of the company; （4） When acting alone or in concert with others, the person may otherwise control the company in fact. The “concerted action” mentioned in this article refers to the act that two or more people reach an agreement by agreement (whether oral or written) to obtain the voting right to the company through any one of them, so as to achieve or consolidate the purpose of controlling the company.
Chapter III functions and powers of the general meeting of shareholders
Article 11 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
（1） Determine the company’s business policy and investment plan;
（2） Elect and replace directors and supervisors who are not staff representatives, and decide on matters related to the remuneration of directors and supervisors;
（3） Review and approve the report of the board of directors;
（4） Review and approve the report of the board of supervisors;
（5） Review and approve the company’s annual financial budget plan and final account plan;
（6） Review and approve the company’s profit distribution plan and loss recovery plan;
（7） Make resolutions on the increase or decrease of the company’s registered capital;
（8） Make resolutions on the issuance of corporate bonds;
（9） Make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
（10） Amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） Review and approve the guarantee matters specified in Article 41 of the articles of Association;
（13） To review the purchase and sale of major assets by the company within one year that exceed 30% of the company’s total audited assets in the latest period;
（14） Review and approve the change of the purpose of the raised funds;
（15） Review the equity incentive plan;
（16） Review the repurchase plan for the acquisition of the company’s shares under the circumstances specified in items (I) and (II) of Article 24 of the articles of Association;
（17） Review other matters that shall be decided by the general meeting of shareholders according to laws, administrative regulations, departmental rules or the articles of association.
Chapter IV convening and notification of the general meeting of shareholders
Article 12 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. The annual general meeting of shareholders shall be held once a year and shall be held within six months after the end of the previous fiscal year.
Article 13 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence:
（1） The number of directors is less than two-thirds of the number specified in the company law or the articles of Association; （2） When the company’s outstanding losses reach one-third of the total paid in share capital;
（3） At the request of shareholders who individually or jointly hold more than 10% of the shares of the company;
（4） When the board of directors deems it necessary;
（5） When the board of supervisors proposes to hold a meeting;
（6） Other circumstances stipulated in the articles of association.
Article 14 when the company holds a general meeting of shareholders, the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the company’s shares have the right to put forward proposals to the company.
Shareholders who individually or jointly hold more than 3% of the company’s shares may submit a notice 10 days before the shareholders’ meeting to announce the contents of the interim proposal.
Except for the circumstances specified in the preceding paragraph, after issuing the notice and announcement of the general meeting of shareholders, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals.
Article 15 when the company holds the annual general meeting of shareholders, the board of directors shall notify the shareholders of the company by public announcement 20 days before the meeting is held. When the company holds an extraordinary general meeting of shareholders, the board of directors shall notify the shareholders of the company by public announcement 15 days before the meeting is held.
Article 16 if the company is unable to convene the general meeting of shareholders within the time limit specified in Article 15, it shall report to the dispatched office of the CSRC and the stock exchange where the company is located, explain the reasons and make a public announcement.
Article 17 the notice of the shareholders’ meeting shall include the following contents:
（1） Date, place and duration of the meeting;
（2） Matters and proposals submitted to the meeting for consideration;
（3） Explain in obvious words: all shareholders have the right to attend the general meeting of shareholders and can entrust an agent to attend the meeting and vote. The shareholder agent does not need to be a shareholder of the company;
（4） The date of equity registration of shareholders entitled to attend the general meeting of shareholders;
（5） Name and telephone number of permanent contact for conference affairs.
（6） The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals. If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors will be disclosed when issuing the notice or supplementary notice of the general meeting of shareholders.
The interval between the date of equity registration and the date of the meeting shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Article 18 the interval between the equity registration date and the meeting date determined in the notice of the shareholders’ meeting shall not be more than seven working days. Once the equity registration date is confirmed, it shall not be changed.
Article 19 after the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or cancelled without justified reasons, and the proposals listed in the notice of the general meeting of shareholders shall not be cancelled. In case of delay or cancellation, the convener shall make an announcement and explain the reasons at least two working days before the originally scheduled date.
Article 20 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. For the proposal of independent directors to convene an extraordinary general meeting, the board of directors shall, in accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association, put forward written feedback on whether to agree or disagree to convene an extraordinary general meeting within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within five days after the resolution of the board of directors is made; If the board of directors does not agree to convene an extraordinary general meeting of shareholders, it shall explain the reasons and make a public announcement. Article 21 when the board of supervisors proposes to convene an extraordinary general meeting of shareholders to the board of directors, it shall submit it to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association, put forward written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within five days after the resolution of the board of directors is made. Any change to the original proposal in the notice shall be approved by the board of supervisors.
If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give written feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors is unable to perform or fails to perform its duties of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
Article 22 shareholders who individually or jointly hold more than 10% of the company’s shares shall submit a written request to the board of directors for convening an extraordinary general meeting of shareholders. The board of directors shall, in accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association, give written feedback on whether it agrees or disagrees to convene the extraordinary general meeting of shareholders within 10 days after receiving the request.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within five days after the resolution of the board of directors is made. Any change to the original request in the notice shall be approved by the relevant shareholders.
If the board of directors does not agree to convene an extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, the shareholders individually or jointly holding more than 10% of the company’s shares have the right to propose to the board of supervisors to convene an extraordinary general meeting of shareholders, and shall submit a request to the board of supervisors in writing.
Article 23 Where a shareholder convenes a shareholders’ meeting on his own, the shareholding ratio of the convening shareholder shall not be less than 10% before the announcement of the resolution of the shareholders’ meeting.
Article 24 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing, and report to the dispatched office of the CSRC and the stock exchange where the company is located for the record.
The board of supervisors and the convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC and the stock exchange where the company is located when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
Article 25 the board of directors and the Secretary of the board of directors shall cooperate with the general meeting of shareholders convened by the board of supervisors or shareholders. The board of directors shall provide the register of shareholders on the date of equity registration. If the board of directors fails to provide the register of shareholders, the convener may apply to the securities registration and clearing institution for acquisition by holding the relevant announcement of the notice of convening the general meeting of shareholders. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders.
Article 26 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the company.
Chapter V proposals of the general meeting of shareholders
Article 27 the contents of the proposals of the general meeting of shareholders shall fall within the scope of functions and powers of the general meeting of shareholders, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations, departmental rules and the articles of association. Article 28 the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the company’s shares have the right to put forward proposals to the company.
Shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the shareholders’ meeting. The convener shall issue a supplementary notice of the general meeting of shareholders within two days after receiving the proposal and announce the contents of the interim proposal.
In addition to the provisions of the preceding paragraph, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals after issuing the notice of the general meeting of shareholders.
For proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 28 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 29 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific contents of all proposals and all materials or explanations required to enable the shareholders to make a reasonable judgment on the matters to be discussed. If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors shall be disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
Article 30 the Department of investment and property
