Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Jade Bird Fire Co.Ltd(002960) (hereinafter referred to as “the company” or “the company”) and shareholders, clarify the responsibilities and authorities of the general meeting of shareholders and ensure that the general meeting of shareholders exercises its functions and powers according to law, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) These rules are formulated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in accordance with the provisions of relevant laws, regulations and normative documents, such as the rules for the general meeting of shareholders of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the Jade Bird Fire Co.Ltd(002960) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company shall convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, the articles of association and these rules to ensure that shareholders can exercise their rights according to law.
The board of directors of the company shall earnestly perform its duties and seriously and timely organize the general meeting of shareholders. All directors of the company shall be diligent and responsible to ensure the normal convening of the general meeting of shareholders and exercise their functions and powers according to law.
Article 3 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association.
Article 4 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. The extraordinary general meeting of shareholders shall be held irregularly. In case of the circumstances that the extraordinary general meeting of shareholders shall be held as stipulated in Article 100 of the company law, the extraordinary general meeting of shareholders shall be held within two months.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the dispatched office of the CSRC and Shenzhen stock exchange where the company is located, explain the reasons and make an announcement.
Article 5 the lawyer hired by the company when holding the general meeting of shareholders shall issue legal opinions on the following issues and make an announcement:
(I) whether the convening and convening procedures of the meeting comply with the provisions of relevant laws, administrative regulations, normative documents, the articles of association and these rules;
(II) the number of shareholders attending the shareholders’ meeting, the number of authorized representatives of shareholders and the number of representative shares; The qualifications of the persons attending the meeting;
(III) whether the convener’s qualification is legal and valid;
(IV) whether the voting procedures and results of the meeting are legal and effective;
(V) avoidance of voting by relevant shareholders. If other shareholders are determined to avoid voting after the notice of the general meeting, the legal opinion shall disclose the relevant reasons in detail and issue clear opinions on its legality and compliance;
(VI) in case of illegal purchase in violation of the provisions of paragraphs 1 and 2 of Article 63 of the securities law, a clear opinion shall be issued on whether the voting votes of relevant shareholders are not included in the total number of voting shares at the general meeting of shareholders and whether the voting results are legal and compliant;
(VII) in addition to the proposal to elect directors and supervisors by cumulative voting, the number of shares agreed, opposed and abstained from each proposal and its proportion in the total number of valid voting shares attending the meeting, as well as whether the proposal has been adopted. The proposal to elect directors and supervisors by cumulative voting, the number of election votes obtained by each candidate and whether they are elected; Whether the voting result of the general meeting of shareholders is legal and valid;
(VIII) issue legal opinions on other relevant issues at the request of the company.
Chapter II powers and authorization of the general meeting of shareholders
Article 6 the general meeting of shareholders is the highest authority of the company composed of all shareholders and exercises the following functions and powers according to law:
(I) determine the company’s business policy and investment plan;
(II) elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors;
(III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors;
(V) review and approve the company’s annual financial budget plan and final account plan;
(VI) review and approve the company’s profit distribution plan and loss recovery plan;
(VII) make resolutions on the increase or decrease of the company’s registered capital;
(VIII) to review and approve the plan for the acquisition of the company’s shares in accordance with the provisions of the articles of Association;
(IX) make resolutions on the issuance of stocks, convertible corporate bonds, preferred shares and other securities recognized by the CSRC;
(x) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
（11） Amend the articles of Association;
（12） Make resolutions on the employment and dismissal of accounting firms by the company;
（13） Review and approve the following external guarantees of the company:
1. Any guarantee provided after the total external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets;
2. Any guarantee provided after the total amount of external guarantee of the company reaches or exceeds 30% of the latest audited total assets;
3. The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
4. The amount of a single guarantee exceeds 10% of the latest audited net assets;
5. The guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets; 6. Within 12 consecutive months, the guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million;
7. Guarantees provided to shareholders, actual controllers and their affiliates;
8. Other guarantees stipulated by the CSRC or Shenzhen Stock Exchange.
（14） Review and approve the company’s purchase and sale of major assets within 12 consecutive months, reaching 30% of the company’s latest audited total assets;
（15） Review and approve the change of the purpose of the raised funds;
（16） Review the employee stock ownership plan and incentive plan;
（17） Review major asset restructuring;
（18） Review the listing of spin off subsidiaries;
（19） Review the company’s initiative to withdraw its shares from listing and trading in Shenzhen Stock Exchange, and decide not to trade in Shenzhen Stock Exchange or apply for trading or transfer in other trading places;
（20） Consider and approve transactions that meet the following standards:
1. Normal transactions (except for transactions in which the company receives cash assets, obtains debt relief and other transactions that do not involve consideration payment and do not have any obligations):
(1) The total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
(2) If the net assets involved in the subject matter of the transaction (such as equity) account for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds RMB 50 million, and the net assets involved in the transaction have both book value and assessed value, whichever is higher;
(3) The relevant operating income of the transaction object in the latest fiscal year accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
(4) The related net profit of the transaction object in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds RMB 5 million;
(5) The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(6) The profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds RMB 5 million;
(7) When the company has a “purchase or sale of assets” transaction, the higher of the total assets and transaction amount shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction, and the cumulative calculation shall reach 30% of the total assets audited in the latest period.
Those who have fulfilled relevant obligations will not be included in the relevant cumulative calculation scope.
If the data involved in the above index calculation is negative, take its absolute value for calculation. For transactions that meet the above standards, if the subject matter of the transaction is equity, the audited financial and accounting report of the subject asset in the latest year shall be disclosed. The audit opinion issued by the accounting firm shall be unqualified, and the audit base date shall not exceed six months from the date of the shareholders’ meeting to consider relevant transactions. If the subject matter of the transaction is other assets other than equity, the appraisal report issued by the asset appraisal institution shall be disclosed. The benchmark date of the appraisal shall not be more than one year from the date of the general meeting of shareholders to consider relevant transactions.
Where a company purchases or sells equity, it shall calculate the relevant financial indicators according to the change proportion of the equity held by the company, and the provisions of this article shall apply.
If the transaction results in changes in the scope of the company’s consolidated statements, the provisions of this article shall apply to the relevant financial indicators of the target company corresponding to the equity.
The “transaction” referred to in this paragraph includes the following matters:
(1) Purchase or sale of assets;
(2) Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(3) Provide financial assistance (including entrusted loans);
(4) Leased in or leased out assets;
(5) Sign management contracts (including entrusted operation, entrusted operation, etc.);
(6) Donated or donated assets (except donated cash assets);
(7) Reorganization of creditor’s rights or debts;
(8) Transfer of research and development projects;
(9) Sign the license agreement;
(10) Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
(11) Other transactions recognized by relevant regulatory authorities.
The above purchased and sold assets do not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement.
2. Related party transactions
If the amount of transactions between the company and its related parties (except for cash assets and guarantees provided by the company) is more than 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets, an intermediary qualified to engage in Securities and futures related business shall be employed to evaluate or audit the transaction subject matter in accordance with relevant regulations, And submit the transaction to the general meeting of shareholders for deliberation.
The affiliated persons of the company include affiliated legal persons and affiliated natural persons.
The “connected transaction” referred to in this paragraph refers to the transfer of resources or obligations between the company or the company’s holding subsidiary and the company’s connected persons, including:
(1) The transactions specified in Item 1 of this clause;
(2) Purchase of raw materials, fuel and power;
(3) Selling products and commodities;
(4) Providing or receiving labor services;
(5) Entrusted or entrusted sales;
(6) Deposit and loan business
(7) Joint investment with related parties;
(8) Other matters that may cause the transfer of resources or obligations through agreement.
The related party transactions listed in items (2) to (6) between the company and related parties related to daily operation shall be disclosed in accordance with the following provisions and the corresponding review procedures shall be performed:
(1) For the first day-to-day connected transaction, it shall be submitted to the board meeting according to the transaction amount involved in the agreement;
(2) For the daily connected transaction agreement that has been deliberated and approved by the board of directors or the general meeting of shareholders and is being implemented, if the main terms of the agreement change significantly during the implementation process or the agreement needs to be renewed at the expiration of the agreement, it shall be submitted to the board of directors or the general meeting of shareholders for deliberation according to the transaction amount involved in the newly revised or renewed agreement; If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting of shareholders for deliberation;
(3) For a large number of daily connected transactions that occur every year, if it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation due to the need to frequently enter into new daily connected transaction agreements, the company can reasonably predict the total amount of daily connected transactions that will occur in the current year according to categories, According to the estimated amount, it shall be submitted to the board of directors or the general meeting of shareholders for deliberation and disclosure. If the amount of daily connected transactions exceeds the estimated total amount in the actual implementation, it shall be resubmitted to the board of directors or the general meeting of shareholders for deliberation according to the excess amount.
According to the relevant laws and regulations and the relevant rules issued by Shenzhen Stock Exchange, the transaction objects involved in the affiliated exchanges that meet the regulations and are related to daily operation may not be audited or evaluated.
（17） Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
Article 7 in addition to the functions and powers that should be exercised by the general meeting of shareholders in accordance with relevant laws and regulations, the articles of association and these rules of procedure, the general meeting of shareholders may authorize or entrust the board of directors to handle relevant matters.
Chapter III convening of the general meeting of shareholders
Article 8 the board of directors shall convene the shareholders’ meeting on time within the time limit specified in Article 4 of these rules.
Article 9 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 of shareholders, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene an 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 will 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 will explain the reasons and make a public announcement. Article 10 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give 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 will 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 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 duty of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
Article 11 shareholders who individually or jointly hold more than 10% of the shares of the company shall have the right to
