Hvsen Biotechnology Co.Ltd(300871)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as “the company”), safeguard the legitimate rights and interests of the company and its shareholders, and ensure that the general meeting of shareholders of the company exercises its functions and powers 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 of procedure are hereby formulated in accordance with the provisions of relevant national laws, regulations, normative documents and the articles of association of the company, such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for GEM listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the rules of shareholders’ meeting of listed companies, etc.
Article 2 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 undertake the same obligations.
Article 3 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 4 the board of directors of the company shall strictly abide by the provisions of the company law and other laws and regulations on convening the general meeting of shareholders, and carefully and timely organize the general meeting of shareholders. All directors of the company shall be responsible for the normal convening of the general meeting of shareholders in good faith and shall not hinder the general meeting of shareholders from performing its functions and powers according to law.
Chapter II general provisions of the general meeting of shareholders
Article 5 the general meeting of shareholders is the authority of the company 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) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution, liquidation and change of company form of the company;
(x) amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） Review and approve the change of the purpose of the raised funds;
（13） Review the equity incentive plan and employee stock ownership plan;
（14） To consider and approve the guarantee matters stipulated in Article 6 of these rules of procedure;
（15） To review the purchase and sale of major assets by the company within one year that exceed 30% of the company’s latest audited total assets;
（16） Review the related party transactions between the company and related persons (including related legal persons and related natural persons) with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets (except the provision of guarantees);
（17） Review the transactions (except providing guarantee and financial assistance) of the company that meet one of the following standards:
1. If the total assets involved in the transaction account for more than 50% of the total assets of the listed company audited in the latest period, and the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation basis; 2. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the listed company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
3. The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan;
5. The profit generated from the transaction accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, etc., may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with the provisions of this article.
（18） 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.
The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions or individuals in the form of authorization. Article 6 the general meeting of shareholders shall consider and approve the following guarantees according to law:
(I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the company’s total external guarantee reaches or exceeds 30% of the latest audited total assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(V) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
(VI) the guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
(VII) guarantee provided to shareholders, actual controllers (if any) and their related parties;
(VIII) other guarantees stipulated in the articles of association or the stock exchange where the company’s shares are listed.
The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization. Article 7 the external guarantee that should be approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their related parties, such shareholders or shareholders controlled by such actual controllers shall not participate in the voting. The voting shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
If the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
Article 8 the external guarantees examined and approved by the board of directors or the general meeting of shareholders of the company must be disclosed in time on the website of the stock exchange and the media meeting the conditions prescribed by the CSRC. The contents of disclosure include the resolutions of the board of directors or the general meeting of shareholders, the total amount of external guarantees of the listed company and its holding subsidiaries as of the date of information disclosure The total amount of guarantees provided by a listed company to its holding subsidiaries.
Those who violate the examination and approval authority and review procedures and provide external guarantees, resulting in losses to the company or shareholders, shall be liable for compensation according to law.
Article 9 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 10 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence: (I) when the number of directors is less than two-thirds;
(II) when the company’s outstanding losses reach one-third of the total paid in share capital;
(III) written request from shareholders who individually or jointly hold more than 10% of the company’s shares (excluding voting proxy);
(IV) when the board of directors deems it necessary;
(V) when the board of supervisors proposes to hold a meeting;
(VI) when more than half of the independent directors propose to hold the meeting;
(VII) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
The number of shares held in Item (III) above shall be calculated according to the date on which the shareholder puts forward a written request.
The extraordinary general meeting of shareholders shall only make resolutions on the matters listed in the notice.
Article 11 if the company is unable to hold the general meeting of shareholders for some reason, it shall submit a written explanation to the Hubei Provincial securities regulatory bureau and Shenzhen stock exchange where the company is located, and make a timely announcement of the contents of the explanation.
Article 12 shareholders attending the general meeting of shareholders shall enjoy the right to know, the right to speak, the right to question, the right to vote and other rights according to law.
Shareholders attending the general meeting of shareholders shall abide by the provisions of relevant laws and regulations, normative documents and the articles of association, consciously maintain the order of the meeting, and shall not infringe upon the legitimate rights and interests of other shareholders.
Article 13 the place where the company holds the general meeting of shareholders shall be the place where the company is domiciled or other places designated by the resolution of the board of directors and in the notice of the general meeting of shareholders.
The general meeting of shareholders will be held in the form of on-site meeting, and shall adopt safe, economic and convenient networks and other ways 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.
If the company holds a general meeting of shareholders to vote online, it shall provide shareholders with a safe, economic and convenient online voting system for the general meeting of shareholders. Investors who pass the identity verification of the online voting system for the general meeting of shareholders can confirm their legal and effective shareholder identity and have legal and effective voting rights. If the company holds a general meeting of shareholders and votes in other ways approved or required by the securities regulatory authority, the identity of shareholders shall be confirmed in accordance with relevant business rules.
When the general meeting of shareholders of the company deliberates on matters requiring online voting in the form of laws, administrative regulations, departmental rules and relevant regulations of the regulatory authority, it shall provide an online voting system approved by the regulatory authority for voting. Article 14 the board of directors and qualified shareholders of the company may solicit the voting rights of the shareholders of the company at the general meeting of shareholders. The solicitation of voting rights shall be conducted free of charge.
Article 15 when the company holds the general meeting of shareholders, it will hire a lawyer to give legal opinions on the following issues, and announce the relevant concluding opinions together with the resolution of the general meeting of shareholders:
(I) whether the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws and regulations and the articles of Association;
(II) verify the legitimacy and validity of the qualifications of the persons attending the general meeting of shareholders and the convener of the general meeting of shareholders;
(III) verify the qualification of shareholders who put forward interim proposals;
(IV) whether the voting procedures and results of the general meeting of shareholders are legal and effective;
(V) legal opinions on other issues at the request of the company.
Notaries may also be employed by the company to attend the general meeting of shareholders.
Chapter III convening of the general meeting of shareholders
Article 16 the board of directors shall convene the general meeting of shareholders within the time limit specified in Articles 7 and 8 of these rules of procedure. The convening and convening procedures of the general meeting of shareholders shall comply with the provisions of the company law and the articles of association.
Article 17 more than half of the 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 18 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 19 shareholders who individually or jointly hold more than 10% of the shares of the company (hereinafter referred to as “proposing shareholders”) 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 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.
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 five days after receiving the request. The change of 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 shareholders’ meeting within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the shareholders’ meeting. 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 shareholders’ meeting by themselves.
Article 20 Where the board of supervisors or shareholders request to convene an extraordinary general meeting of shareholders, it shall be handled in accordance with the following procedures: (I) sign one or more written requirements in the same format and content, submit them to the board of directors to convene an extraordinary general meeting of shareholders and clarify the agenda of the meeting. After receiving the above written request, the board of directors shall issue the notice of convening the extraordinary general meeting of shareholders as soon as possible.
(II) if the board of directors fails to issue a notice of convening the meeting within 30 days after receiving the above written request, the board of supervisors or shareholders who propose to convene the meeting may convene an extraordinary general meeting of shareholders within three months after receiving the request with the consent of the competent government department. The procedure for convening a shareholders’ meeting shall be the same as that for convening a shareholders’ meeting by the board of directors.
Article 21 if the board of supervisors or shareholders decide to convene an extraordinary general meeting of shareholders on their own, they shall notify the board of directors in writing
