North Industries Group Red Arrow Co.Ltd(000519) rules of procedure of the general meeting of shareholders
(reviewed and approved by the third extraordinary general meeting of shareholders in 2021 held by the company on December 31, 2021) Article 1 in order to regulate the behavior of North Industries Group Red Arrow Co.Ltd(000519) (hereinafter referred to as the company) 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 other laws and regulations These rules are formulated in accordance with the relevant provisions of normative documents and the North Industries Group Red Arrow Co.Ltd(000519) 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. Article 3 the convening and voting procedures of the general meeting of shareholders, including notice, registration, deliberation of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes, signing and announcement, shall be implemented in accordance with the articles of association.
Article 4 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 5 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association.
The functions and powers of the general meeting of shareholders stipulated in the company law and the articles of association shall not be exercised by the board of directors or other institutions or individuals in the form of authorization. The general meeting of shareholders may authorize the board of directors to approve and decide the specific implementation plan after making resolutions on matters within its scope of authority.
Article 6 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. If the shareholders’ meeting cannot be held within the statutory time limit, 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 7 the company shall fully and completely disclose the specific contents of the proposal of the shareholders’ meeting in the notice of convening the shareholders’ meeting. Where relevant proposals require the opinions of independent directors and recommendation institutions, the opinions of independent directors and recommendation institutions shall be disclosed at the latest when the notice of the general meeting of shareholders is issued.
Article 8 the convener shall reasonably set up proposals for the general meeting of shareholders to ensure that the voting results of proposals on the same matter are clear. In the proposals voted at a general meeting of shareholders, if the effectiveness of one proposal is the premise for the effectiveness of other proposals, the convener shall clearly disclose the relevant preconditions in the notice of the general meeting of shareholders, And give special tips on the premise that the voting of the proposal as the premise is the premise for the voting results of subsequent proposals to take effect.
If there are different proposals on the same matter (“mutually exclusive proposals”), voting will be carried out in the chronological order in which the proposals are put forward. If there are different proposals on the same matter, shareholders or their agents shall not vote for different proposals on the same matter at the general meeting of shareholders at the same time.
If a proposal cannot be voted at a general meeting of shareholders, it shall be submitted to the general meeting of shareholders for voting in several times.
The proposer shall clearly explain the relationship between the proposals in the proposal letter and other documents containing the contents of the proposal, clarify whether the relevant proposals are submitted to the same shareholders’ meeting for voting, and explain the reasons for the selection of voting methods and their legality and compliance.
Article 9 after the notice of the general meeting of shareholders is issued, if the convener needs to issue a suggestive announcement of the general meeting of shareholders, it shall be issued within three trading days after the equity registration date and before the online voting of the general meeting of shareholders.
Where the general meeting of shareholders needs to consider proposals related to multiple matters with prerequisite relationship or mutually exclusive proposals, the convener shall issue a suggestive announcement on the convening of the general meeting of shareholders within the time limit specified in the preceding paragraph.
In addition to indexing the disclosure of the notice of the general meeting of shareholders, the content of the suggestive announcement shall be consistent with the notice of the general meeting of shareholders previously announced, including the date of the meeting, the date of equity registration, the place of the meeting, the voting method, the deliberation of proposals and other key contents. The convener shall not replace the supplementary or corrected announcement of the notice of the general meeting of shareholders with a suggestive announcement.
Article 10 the articles of association stipulates that the proposer who has the right to propose to convene the general meeting of shareholders shall submit a written proposal to the convener of the general meeting of shareholders. The written proposal shall specify the following matters:
(i) The name of the proposer;
（2） The reasons for the proposal or the objective reasons on which the proposal is based;
（3） Propose the time or time limit, place and method of the meeting;
（4） Clear and specific proposals;
（5） Contact information and proposal date of the proposer.
The contents of the proposal shall fall within the scope of the functions and powers of the general meeting of shareholders specified in the articles of association, and the materials related to the proposal shall be submitted together.
The requirements and relevant procedures for shareholders to put forward interim proposals shall be handled in accordance with the relevant provisions of the guidelines for business handling of listed companies of Shenzhen Stock Exchange No. 8 – General Meeting of shareholders.
Article 11 the company shall adopt safe, economic and convenient network or other means to facilitate shareholders’ participation in the general meeting of shareholders, and clearly specify the voting time and voting procedures of network or other means in the notice of convening the general meeting of shareholders. The Internet voting system starts at 9:15 a.m. on the day when the shareholders’ meeting is held, and ends at 3:00 p.m. on the day when the on-site shareholders’ meeting ends. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
The notice of online voting, shareholder identity verification, vote counting rules and other specific requirements shall be implemented in accordance with the relevant provisions of the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange.
Article 12 the convener and moderator of the general meeting of shareholders shall organize the shareholders attending the meeting to fully discuss the proposal before voting.
Article 13 shareholders attending the shareholders’ meeting on site may question and inquire about the contents of the proposal to the directors and senior managers of the company when the shareholders’ meeting is held. The directors and senior managers shall reply to the questions and inquiries of shareholders without violating the information disclosure requirements.
Article 14 before the announcement of the resolution of the general meeting of shareholders, the shareholders, directors, supervisors, senior managers and other participants attending the meeting shall be obliged to keep the resolution results confidential. Article 15 Any resolution of the general meeting of shareholders of the company that violates laws and administrative regulations shall be null and void. The controlling shareholders and actual controllers of the company shall not restrict or obstruct small and medium-sized investors from exercising their voting rights according to law, and shall not damage the legitimate rights and interests of the company and small and medium-sized investors.
Article 16 the company shall timely announce the resolutions of the general meeting of shareholders, and the announcement shall include the following contents:
(i) The time, place, method, convener and host of the meeting, as well as the description of whether it complies with relevant laws, administrative regulations, departmental rules and the articles of Association;
（2） The number of shareholders and agents attending the meeting, the total number of voting shares held by them and their proportion in the total number of voting shares of the company;
（3） If the voting method and voting result of each proposal involve a shareholder’s proposal, the name of the proposing shareholder, the shareholding ratio and the content of the proposal shall be listed; If related party transactions are involved, the related shareholders’ withdrawal from voting shall be explained;
（4） If the shareholders’ meeting rejects the proposal, the full text of the legal opinion shall be disclosed;
（5） Other contents stipulated by laws, regulations and normative documents such as rules for the general meeting of shareholders of listed companies, rules for the listing of shares of Shenzhen Stock Exchange, guidelines for the business handling of listed companies of Shenzhen Stock Exchange No. 8 – General Meeting of shareholders.
Article 17 If the proposal is not adopted, or the shareholders’ meeting changes the resolution of the previous shareholders’ meeting, special tips shall be made in the announcement of the resolution of the shareholders’ meeting mentioned in the preceding article.
Article 18 The term “announcement” as mentioned in these Rules refers to the relevant information disclosure contents published by the company on the media designated by the CSRC as determined in the articles of association. If the announcement is long, the company may choose to make summary disclosure of relevant contents, but the full text shall be published on the website designated by the CSRC at the same time.
The supplementary notice of the general meeting of shareholders referred to in these Rules shall be announced on the same designated media that publishes the notice of the meeting.
Article 19 these rules are formulated by the board of directors and take effect after being deliberated and adopted by the general meeting of shareholders of the company.
Article 20 during the implementation of these rules, if they are inconsistent with the laws, regulations, departmental rules, normative documents issued or revised by the state in the future or the articles of association modified by legal procedures, the latter shall prevail, and the company shall revise these rules in time.
Article 21 these Rules shall be interpreted by the board of directors. The revision of these Rules shall be drafted by the board of directors and shall come into force after deliberation and approval by the general meeting of shareholders.
enclosure
Revision comparison table
Before and after revision
Article 1 in order to standardize the behavior of North Industries Group Red Arrow Co.Ltd(000519) (the following article 1 is to standardize the behavior of North Industries Group Red Arrow Co.Ltd(000519) (hereinafter referred to as the “company”), ensure that the general meeting of shareholders conducts the behavior of the “company” in accordance with the law, and ensure that the general meeting of shareholders exercises its functions and powers in accordance with the company law and other laws and regulations These rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company model document and the relevant provisions of the articles of association, the enactment law”) and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association of North Industries Group Red Arrow Co.Ltd(000519) limited company (hereinafter referred to as the “articles of association”).
Article 8 the convener shall reasonably set up proposals for the general meeting of shareholders to ensure that the voting results of proposals on the same matter are clear. In the proposals voted at a general meeting of shareholders, if the effectiveness of one proposal is the premise for the effectiveness of other proposals, the convener shall clearly disclose the relevant preconditions in the notice of the general meeting of shareholders, And give special tips on the premise that the voting of the proposal as the premise is the premise for the voting results of subsequent proposals to take effect.
If there are different proposals on the same matter (“mutually exclusive proposals”), voting will be carried out in the chronological order in which the proposals are put forward. If there are different proposals on the same matter, shareholders or their agents shall not vote for different proposals on the same matter at the general meeting of shareholders at the same time.
If a proposal cannot be voted at a general meeting of shareholders, it shall be submitted to the general meeting of shareholders for voting in several times.
The proposer shall clearly explain the relationship between the proposals in the proposal letter and other documents containing the contents of the proposal, clarify whether the relevant proposals are submitted to the same shareholders’ meeting for voting, and explain the reasons for the selection of voting methods and their legality and compliance.
(the serial numbers of subsequent clauses shall be postponed successively)
Article 9 after the notice of the general meeting of shareholders is issued, if the convener needs to issue a suggestive announcement of the general meeting of shareholders, it shall be issued within three trading days after the equity registration date and before the online voting of the general meeting of shareholders. Where the general meeting of shareholders needs to consider proposals related to multiple matters with prerequisite relationship or mutually exclusive proposals, the convener shall issue a suggestive announcement on the convening of the general meeting of shareholders within the time limit specified in the preceding paragraph.
In addition to indexing the disclosure of the notice of the general meeting of shareholders, the content of the suggestive announcement shall be consistent with the notice of the general meeting of shareholders previously announced, including the date of the meeting, the date of equity registration, the place of the meeting, the voting method, the deliberation of proposals and other key contents. The convener shall not substitute suggestive announcement
Before and after revision
Announcement of supplement or correction to the notice of the general meeting of shareholders.
Article 8 the articles of association stipulates that the company has the right to propose to convene the shareholders’ meeting. Article 10 the articles of association stipulates that the proposer has the right to propose to convene the shareholders’ meeting, the proposer who proposes to convene the shareholders’ meeting shall submit a written proposal to the convener of the meeting. The written proposal group shall submit the written proposal. The written proposal shall specify the following:
