Chapter I General Provisions
Article 1 in order to regulate the proceedings of the general meeting of shareholders of Guocheng Mining Co.Ltd(000688) (hereinafter referred to as “the company”), improve the efficiency of the proceedings 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 in accordance with the rules for the general meeting of shareholders of listed companies (revised in 2022), the guidelines for the business handling of listed companies of Shenzhen Stock Exchange No. 8 – General Meeting of shareholders and the articles of association of the company.
Article 2 the general meeting of shareholders is the authority of the company and exercises the highest decision-making power on major matters of the company. The general meeting of shareholders shall exercise its functions and powers within the scope of authority specified in the company law and the articles of association.
Article 3 the board of directors of the company shall earnestly perform its duties, seriously and timely organize the general meeting of shareholders, ensure the normal procedures of the general meeting of shareholders and ensure the normal and orderly proceedings of the general meeting of shareholders.
Article 4 the board of directors, the board of supervisors and shareholders of the company shall abide by the provisions of these rules in the proceedings of the general meeting of shareholders. Chapter II convening and convening of the general meeting of shareholders
Article 5 the general meeting of shareholders of the company 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 6 months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held irregularly. In case of any circumstance specified in the company law or the articles of association that an extraordinary general meeting of shareholders should be held, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the local office of the CSRC and the stock exchange where the company’s shares are listed and traded (hereinafter referred to as the “Stock Exchange”), explain the reasons and make an announcement.
Article 6 shareholders may attend the shareholders’ meeting in person or entrust agents to attend and vote on their behalf. All shareholders or entrusted agents attending the general meeting of shareholders shall hold valid identity certificates specified in the articles of association. During the shareholders’ meeting, the company shall prepare a signature book. The signature book should include the name of the meeting (name of the unit), the ID number (or business license number), the address of the domicile, the number of shares held or represented, the name of the agent (or the name of the unit), etc.
Article 7 when convening the general meeting of shareholders, the company shall hire a lawyer to give legal opinions on the following issues and make a public announcement:
(I) whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, these rules and the articles of Association; (II) whether the qualifications of the participants and the convener are legal and valid;
(III) whether the voting procedures and results of the meeting are legal and valid;
(IV) legal opinions on other relevant issues at the request of the company.
Article 8 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 shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made; If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, it shall explain the reasons and make a public announcement, and hire a lawyer to issue a legal opinion on the relevant reasons and their legality and compliance and make a public announcement.
Article 9 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 it agrees or disagrees 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 5 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, it shall explain the reasons and make a public announcement, and hire a lawyer to issue a legal opinion on the relevant reasons and their legality and compliance and make a public announcement. If the board of directors 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 the duty of convening the general meeting of shareholders, and the board of supervisors may convene and preside over the meeting by itself.
Article 10 ordinary shareholders who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days shall have the right to request the board of directors to convene an extraordinary general meeting of shareholders, and shall submit it 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 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 5 days after the resolution of the board of directors is made. The change of the original request in the notice shall be approved by the relevant shareholders.
If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, it shall explain the reasons and make a public announcement, and hire a lawyer to issue a legal opinion on the relevant reasons and their legality and compliance and make a public announcement.
If the board of directors fails to give feedback within 10 days after receiving the request, ordinary shareholders who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days 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.
If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. Any change to the original request in the notice shall be approved by the relevant shareholders.
If the board of supervisors fails to issue the notice of the general meeting of shareholders within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders. Ordinary shareholders who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days may convene and preside over the general meeting by themselves.
Article 11 Where 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.
Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening ordinary shareholders shall not be less than 10%. 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.
If a shareholder convenes and presides over the general meeting of shareholders on his own according to the regulations, he shall apply to China Securities Depository and Clearing Co., Ltd. for locking the shares of the company held by him. The starting time of locking shall not be later than the trading day before the notice of the general meeting of shareholders is issued, and the unlocking time shall not be earlier than the trading day after the announcement of the resolution of the general meeting of shareholders is issued.
Article 12 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 13 for the shareholders’ meeting convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company.
Chapter III proposal and notice of shareholders’ meeting
Article 14 the contents of the proposal of the meeting shall fall within the scope of powers of the general meeting of shareholders, have clear topics and specific resolutions, and comply with the relevant provisions of relevant laws and regulations and the articles of association.
Article 15 ordinary 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 2 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 14 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 16 Where a shareholder puts forward an interim proposal, it shall provide the convener with the supporting documents that it holds more than 3% of the shares of the company. Where the shareholders jointly submit a proposal through entrustment, the entrusting shareholder shall issue a written authorization document to the entrusted shareholder. The shareholder or its authorized agent who proposes an interim proposal shall deliver the proposal letter, power of attorney, valid certificate indicating the identity of the shareholder and other relevant documents to the convener within the specified time limit.
The contents of the interim proposal shall include: the name of the proposal, the specific contents of the proposal, the statement of the proposer that the proposal complies with the provisions of Article 13 of the rules for the general meeting of shareholders of listed companies, and the statement of the proposer to ensure the authenticity of the shareholding certificate and power of attorney provided.
If the convener determines that the interim proposal does not comply with the provisions of Article 13 of the rules of the general meeting of shareholders, and then believes that the general meeting of shareholders shall not vote on the interim proposal and make a resolution, he shall announce the determination conclusion and its reasons within two days after receiving the proposal, and hire a law firm to issue legal opinions and announce the relevant reasons and their legality and compliance.
If the convener needs to supplement or correct the disclosure of the proposal according to the regulations, the proposal shall not be substantially modified, and the relevant supplement or correction announcement shall be published before the online voting of shareholders. The legal opinion disclosed at the same time with the resolution of the general meeting of shareholders shall include the clear opinions issued by lawyers on whether the supplement and correction of the disclosure of the proposal constitute the substantive modification of the proposal. If a proposal is substantially revised, the relevant change shall be regarded as a new proposal and shall not be voted at the general meeting of shareholders.
Article 17 If any of the following circumstances exists in the proposal to be considered by the general meeting of shareholders, it shall be specially explained in the notice and announcement of the general meeting of shareholders:
(I) it is necessary to vote level by level;
(II) if the proposal needs to be voted by category, the category of shareholders shall be specified at the same time;
(III) the proposal must be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting;
(IV) the proposal is a major issue affecting the interests of small and medium-sized investors;
(V) the proposal is a related party transaction;
(VI) the proposal is to elect directors or shareholders’ representative supervisors by cumulative voting;
(VII) other circumstances requiring special instructions as required.
Article 18 the convener shall notify all ordinary shareholders in the form of announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders shall notify all ordinary shareholders in the form of announcement 15 days before the meeting.
Article 19 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 shareholders to make reasonable judgments 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 20 Where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders shall fully disclose the detailed information of the candidates for directors and supervisors, including at least the following contents:
(I) education background, work experience, part-time job and other personal information;
(II) whether there is any relationship with the company or its controlling shareholders and actual controllers;
(III) disclose the number of shares held by the listed company;
(IV) whether they have been punished by the CSRC and other relevant departments and the stock exchange.
In addition to adopting the cumulative voting system to elect directors and supervisors, each candidate for directors and supervisors shall be proposed in a single proposal.
Article 21 the notice of the general meeting of shareholders shall specify the time and place of the meeting and determine the date of equity registration. 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 22 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 listed company shall issue a notice at least two trading days before the original date of the meeting, stating the specific reasons for the delay or cancellation. If the shareholders’ meeting is postponed, the listed company shall announce the postponed date in the notice.
If the convener needs to issue a suggestive announcement on the convening of the general meeting of shareholders, it shall issue it within three trading days after the equity registration date and before the online voting of the general meeting of shareholders.
Chapter IV convening of the general meeting of shareholders
Article 23 the company shall convene the general meeting of shareholders at the place of its domicile or the place specified in the articles of association.
The general meeting of shareholders shall be held in the form of on-site meeting, and shall adopt safe, economic and convenient networks and other means to facilitate shareholders’ participation in the general meeting of shareholders in accordance with laws, administrative regulations, CSRC or the articles of association. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
Shareholders may attend the shareholders’ meeting in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization.
Article 24 If the general meeting of shareholders of the company adopts network or other means, the voting time and voting procedures of network or other means shall be clearly stated in the notice of the general meeting of shareholders.
The starting time of online voting or other means of voting at the general meeting of shareholders shall not be earlier than 3:00 p.m. on the day before the on-site general meeting of shareholders, and shall not be later than 9:30 a.m. on the day when the on-site general meeting of shareholders is held, and its ending time shall not be earlier than 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
Article 25 the board of directors and other conveners shall take necessary measures to ensure the normal order of the general meeting of shareholders. Measures shall be taken to stop the acts of interfering with the general meeting of shareholders, making trouble and infringing upon the legitimate rights and interests of shareholders, and timely report to the relevant departments for investigation and punishment.
Article 26 all ordinary shareholders or their agents registered on the equity registration date shall have the right to attend the general meeting of shareholders, and the company and the convener shall not refuse for any reason.
Article 27 shareholders shall present their stock account card, ID card or other valid certificates or certificates that can indicate their identity to the shareholders’ meeting. The proxy shall also submit the power of attorney of the shareholder and the valid ID card of the individual. The power of attorney shall at least contain the following information:
(I) the name of the principal, the nature and number of shares held by the company;
(II) the name and ID number of the trustee;
(III) clear opinions on the proposal of the general meeting of shareholders
