Jiangsu Shagang Co.Ltd(002075)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to standardize the operation of the general meeting of shareholders of Jiangsu Shagang Co.Ltd(002075) (hereinafter referred to as “the company”), ensure that shareholders can exercise their functions and powers according to law, and ensure the smooth, orderly and standardized operation of the general meeting of shareholders, 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 rules for the general meeting of shareholders of listed companies, the Jiangsu Shagang Co.Ltd(002075) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, These rules of procedure shall be formulated.
Article 2 the general meeting of shareholders of the company is composed of all shareholders of the company and is the authority of the company. The general meeting of shareholders shall exercise its functions and powers in accordance with the company law, the articles of association and these rules of procedure.
Article 3 these rules of procedure are legally binding documents regulating the behavior of the general meeting of shareholders of the company. Article 4 the shareholders of the company are legal persons and natural persons who hold the shares of the company according to law.
Article 5 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. 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.
The company shall sign a share custody agreement with the securities registration authority, regularly inquire about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely grasp the equity structure of the company.
Article 6 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 7 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) 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;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights conferred by laws, administrative regulations, departmental rules and the articles of association.
Article 8 Where a shareholder proposes 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. After verifying the identity of the shareholder, the company shall provide it according to the requirements of the shareholder.
Article 9 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.
If the convening procedures and voting methods of the general meeting of shareholders violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 10 if a director or senior manager violates the provisions of laws, administrative regulations or the articles of association when performing his duties and causes losses to the company, the shareholders who individually or jointly hold more than 1% of the shares of the company for more than 180 consecutive days have the right to request the supervisory committee in writing to bring a lawsuit to the people’s court; If the board of supervisors violates the provisions of laws, administrative regulations or the articles of association when performing its duties and causes losses to the company, the shareholders may request the board of directors in writing to bring a lawsuit to the people’s court.
If the board of supervisors or the board of directors refuses to bring a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fails to bring a lawsuit within 30 days from the date of receiving the request, or the situation is urgent and the failure to bring a lawsuit immediately will cause irreparable damage to the interests of the company, the shareholders specified in the preceding paragraph have the right to directly bring a lawsuit to the people’s court in their own name for the interests of the company.
If another person infringes upon the legitimate rights and interests of the company and causes losses to the company, the shareholders specified in the first paragraph of this article may bring a lawsuit to the people’s court in accordance with the provisions of the first two paragraphs.
Article 11 Where a director or senior manager violates the provisions of laws, administrative regulations or the articles of association and damages the interests of shareholders, shareholders may bring a lawsuit to the people’s court.
Article 12 shareholders shall exercise their rights in accordance with laws, administrative regulations and the articles of association, and shall not directly interfere with the daily work of the company.
Article 13 shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and the articles of Association;
(II) pay the share capital in accordance with the shares subscribed and the method of participation;
(III) the company shall not withdraw its shares except under the circumstances prescribed by laws and regulations;
(IV) 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.
(V) other obligations stipulated in laws, administrative regulations and the articles of association.
Article 14 when attending the general meeting of shareholders, shareholders shall earnestly perform their legal obligations, shall not infringe upon the rights and interests of other shareholders, and shall not disturb the normal procedure or order of the general meeting.
Article 15 If a shareholder holding more than 5% of the voting shares of the company pledges his shares, he shall make a written report to the company within the day of the occurrence of the fact.
Article 16 the controlling shareholders and actual controllers of the company shall not use their affiliated relations to damage the interests of the company. Those who violate the regulations and cause losses to the company shall be liable for compensation.
The controlling shareholders and actual controllers of the company shall have the obligation of good faith to the company and the social public shareholders of the company. The legitimate rights and interests of the shareholders of the company, such as the shareholders of capital contribution and controlling shares, shall not be damaged by the use of the company’s capital contribution, the allocation of shares by the controlling shareholders and the public, and the legitimate rights and interests of the shareholders of the company shall not be damaged.
The directors, supervisors and senior managers of the company are obliged to protect the company’s funds from being occupied by the controlling shareholders.
When the directors and senior managers of the company assist and connive at the controlling shareholders and their subsidiaries to seize the company’s assets, the board of directors of the company shall punish the person directly responsible and propose to remove the director who is seriously responsible according to the seriousness of the circumstances. In case that the controlling shareholder of the company embezzles the company’s assets by means including but not limited to occupying the company’s funds, the board of directors of the company shall immediately apply to the judicial department in the name of the company for judicial freezing of the company’s assets and shares occupied by the controlling shareholder. Where the controlling shareholder is unable to restore the company’s assets to their original state or pay off in cash, the company has the right to repay the company’s assets occupied by the controlling shareholder by realizing the company’s shares held by the controlling shareholder in accordance with the provisions and procedures of relevant laws, regulations and rules.
Chapter II general provisions of the general meeting of shareholders
Article 17 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 a resolution to increase or reduce the registered capital of the company;
(VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate 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 guarantee matters specified in Article 42 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 and employee stock ownership plan;
（16） 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 and individuals through authorization.
Article 18 the following acts of the company shall be examined and approved by the general meeting of shareholders:
(I) the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders:
1. The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
2. Any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
3. Any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the total audited assets of the company in the latest period;
4. The latest financial statement data of the guaranteed object shows that the asset liability ratio exceeds 70%;
5. The cumulative amount of guarantee in the last 12 months exceeds 30% of the company’s total assets audited in the latest period;
6. Guarantees provided to shareholders, actual controllers and their affiliates;
7. Other guarantees stipulated by the CSRC, Shenzhen Stock Exchange or the articles of association. When the general meeting of shareholders of the company deliberates the guarantee matters in paragraph 5 of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
The company shall not provide guarantee without the deliberation and approval of the board of directors or the general meeting of shareholders.
(II) the following acts of providing financial assistance to the outside world by the company shall be examined and approved by the general meeting of shareholders:
1. The latest audited asset liability ratio of the funded object exceeds 70%;
2. The amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company’s latest audited net assets;
3. Other circumstances stipulated by relevant laws and regulations.
The company shall not provide financial assistance such as funds for directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries.
Article 19 If the company’s transactions fall into one of the following circumstances, they must be reported to the general meeting of shareholders for approval and decision:
(I) the total assets involved in the transaction account for more than 50% of the company’s total audited assets in the latest period; If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data. (II) 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 company in the latest fiscal year, and the absolute amount exceeds 50 million yuan; (III) 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 company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(IV) 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;
(V) 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 5 million yuan.
(VI) related party transactions between the company and related parties with a single amount of more than 30 million yuan and accounting for more than 5% of the company’s latest audited net asset value, And related party transactions between the company and related parties on the same subject matter or between the company and the same related party within 12 consecutive months with an accumulated amount of more than 30 million yuan and accounting for more than 5% of the company’s latest audited net asset value; If the data involved in the above index calculation is negative, take its absolute value for calculation.
The transactions in this paragraph refer to the purchase or sale of assets; Foreign investment (including entrusted financial management, entrusted loans, etc.); Leased in or leased out assets; Sign management contracts (including entrusted operation, entrusted operation, etc.); Donated or donated assets; Reorganization of creditor’s rights or debts; Transfer of research and development projects; Sign the license agreement; Other transactions recognized by Shenzhen Stock Exchange. 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.
Chapter III convening and convening of the general meeting of shareholders
Article 20 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 21 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) the number of directors is less than two-thirds of the number specified in the company law or the articles of Association;
(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;
(IV) when the board of directors deems it necessary;
(V) when the board of supervisors proposes to hold a meeting;
(VI) other circumstances stipulated by laws, administrative regulations, departmental rules and the articles of association.
Article 22 the place where the company holds the general meeting of shareholders is the domicile of the company. The specific meeting place shall be announced by the convener
