Guangdong Tapai Group Co.Ltd(002233)
Rules of procedure of the general meeting of shareholders
Revised in March 2002
catalogue
Chapter I General Provisions two
Chapter II functions and powers of the general meeting of shareholders two
Chapter III convening of the general meeting of shareholders four
Chapter IV proposal and notice of the general meeting of shareholders six
Chapter V convening of the general meeting of shareholders eight
Chapter VI Supplementary Provisions seventeen
Chapter I General Provisions
Article 1 in order to regulate the behavior of Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as “the company”), ensure the general meeting of shareholders to exercise its functions and powers according to law and safeguard the legitimate rights and interests 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”) and the guidelines for the articles of association of listed companies These rules are formulated in accordance with the rules of the general meeting of shareholders of listed companies, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of the Guangdong Tapai Group Co.Ltd(002233) 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, normative documents, 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, seriously and timely convene and 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.
Chapter II functions and powers of the general meeting of shareholders
Article 3 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 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 4 of these rules;
（13） 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;
（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） Make a resolution on the company’s acquisition of the company’s shares due to the circumstances specified in items (I) and (II) of Article 24 of the articles of Association;
（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.
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 4 the company shall obtain the consent of more than two-thirds of the directors attending the meeting of the board of directors or the approval of the general meeting of shareholders when providing external guarantee. Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee. After the approval of the general meeting of shareholders, the following guarantees shall be submitted to the board of directors for approval:
(I) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
(III) the guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets; (IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties.
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.
Chapter III convening of the general meeting of shareholders
Article 6 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 6 months after the end of the previous fiscal year. Under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence:
(I) the number of directors is less than 2 / 3 of the number specified in the company law or the articles of Association; (II) when the company’s outstanding losses reach 1 / 3 of the total paid in share capital;
(III) at the request of shareholders who individually or jointly hold more than 10% of the shares of the company;
(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 or the articles of association.
Article 7 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 6 of these rules.
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 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 does not agree to convene an extraordinary general meeting of shareholders, it shall explain the reasons 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 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 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 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 10 shareholders who individually or jointly hold more than 10% of the company’s shares 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 does not agree to convene the 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 the 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. 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 of shareholders by themselves. Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%. The convening shareholders shall promise not to reduce their shares of the company from the date of proposing to convene the general meeting of shareholders to the date of convening the general meeting of shareholders and disclose them no later than the time of issuing the notice of the general meeting of shareholders.
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 file with the stock exchange at the same time.
The board of supervisors or convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
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 China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for access 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 IV proposal and notice of shareholders’ meeting
Section 1 proposals of the general meeting of shareholders
Article 14 the content of the proposal of the general meeting of shareholders shall fall within the scope of functions and powers of the general meeting of shareholders, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and the articles of association.
Article 15 when the company holds a general meeting of shareholders, the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the shares of the company have the right to put forward proposals to the company.
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.
Except for the circumstances specified in 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.
Section II notice of shareholders’ meeting
Article 16 the convener shall notify all shareholders in the form of announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders will notify all shareholders in the form of announcement 15 days before the meeting.
When calculating the time limit in the preceding paragraph, the company does not include the date of the meeting, but includes the date of notice.
Article 17 the notice of the general meeting of shareholders shall specify the following contents:
(I) time, place and duration of the meeting;
(II) matters and proposals submitted to the meeting for deliberation;
(III) explain in obvious words: all shareholders have the right to attend the general meeting of shareholders and can entrust a proxy in writing to attend the meeting and vote. The proxy need not be a shareholder of the company;
(IV) the date of equity registration of shareholders entitled to attend the general meeting of shareholders;
(V) name and telephone number of permanent contact person for conference affairs;
（6） Voting time and procedures by network or other means.
Article 18 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 judgment 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 19 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 the controlling shareholder and actual controller of the company;
(III) disclose the number of shares held by the 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.
The company can increase the speaking link of director candidates at the general meeting of shareholders related to the election of directors, strengthen the communication and interaction between candidate directors and shareholders, and ensure that shareholders have sufficient understanding of candidates during voting.
Article 20 the date of equity registration shall be determined by the board of directors or other conveners of the general meeting of shareholders.
The date of the on-site meeting of the general meeting of shareholders and the date of equity registration shall be the trading day. The meeting shall be held no less than seven working days apart from the registration day. Once the equity registration date is determined, it shall not be changed.
Article 21 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. The convener shall explain the reasons for the postponement at least 2 working days before the original announcement or cancellation. If the shareholders’ meeting is postponed, the company shall also announce the postponed date in the notice of postponement.
Article 22 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.
Chapter V convening of the general meeting of shareholders
Section I place and method of convening the general meeting of shareholders
Article 23 the place where the company holds the general meeting of shareholders is the meeting room of the company, and the convener of the meeting can also arrange other suitable places as needed.
Article 24 the general meeting of shareholders shall set up a venue and be held in the form of on-site meeting. On the premise of ensuring the legality and effectiveness of the general meeting of shareholders, the company shall adopt a safe, economic and convenient network in accordance with laws, administrative regulations, CSRC or the articles of association
