Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) rules of procedure of general meeting of shareholders
(Amendment)
Chapter I General Provisions
Article 1 in order to improve the efficiency of the proceedings of the general meeting of shareholders, ensure the legitimacy of the procedures and resolutions of the general meeting of shareholders, and fully safeguard the legitimate rights and interests of all shareholders, these rules of procedure are formulated in accordance with the provisions of the company law, the rules of the general meeting of shareholders of listed companies, the standards for the governance of listed companies, the Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, administrative regulations and normative documents at home and abroad.
Article 2 the company shall convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, these rules and the articles of association to ensure that shareholders can exercise their rights according to law. 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 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.
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 its functions and powers according to law.
Article 4 the general meeting of shareholders shall exercise the following functions and powers:
(I) determine the company’s business policy and investment plan;
(II) elect and replace directors and decide on matters related to directors’ remuneration;
(III) elect and replace the supervisors held by the shareholder representatives, and decide on the remuneration of the supervisors;
(IV) review and approve the report of the board of directors;
(V) review and approve the report of the board of supervisors;
(VI) review and approve the company’s annual financial budget plan and final account plan;
(VII) review and approve the company’s profit distribution plan and loss recovery plan;
(VIII) make resolutions on the increase or decrease of the registered capital of the company;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of company form of the company;
(x) make resolutions on the issuance of bonds by the company;
（11） Make resolutions on the employment, dismissal or no longer renewal of the accounting firm of the company;
（12） Amend the articles of association and these rules;
（13） Deliberating the proposals of shareholders representing more than 3% (including 3%) of the company’s voting shares;
（14） The general meeting of shareholders of the company may authorize or entrust the board of directors to handle the matters authorized or entrusted by it;
（15） Review and approve the guarantee matters specified in Article 5 of these rules;
（16） Review the purchase and sale of major assets by the company within one year, which exceed 30% of the company’s latest audited total assets;
（17） Review the company’s major purchase, sale and replacement of assets (the standard shall be determined in accordance with the rules of the stock exchange where the listing is located);
（18） Review and approve the change of the purpose of the raised funds;
（19） Review the equity incentive plan and employee stock ownership plan;
（20） The resolutions of the shareholders’ meeting, the administrative rules of the stock exchange and other matters shall be made by the laws and regulations of the place where the stock exchange is located.
Article 5 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders.
(I) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(II) any guarantee provided by the company and its holding subsidiaries after the total amount of external guarantee exceeds 30% of the company’s latest audited total assets;
(III) according to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, the guarantee 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;
(VII) other guarantees stipulated by the local stock exchange or the articles of association. When the general meeting of shareholders deliberates the guarantee in Item (III) 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.
Article 6 the place where the company holds the general meeting of shareholders is the place of domicile of the company or other places specified in the notice of the general meeting of shareholders. The general meeting of shareholders will be held in the form of on-site meeting. The company will also provide online voting to facilitate shareholders’ participation in the general meeting of shareholders. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
Article 7 the company shall employ a lawyer to attend the general meeting of shareholders, give opinions on the following issues and make a public announcement:
(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 participants and the convener;
(III) verify the qualification of shareholders who put forward new proposals at the annual general meeting of shareholders;
(IV) whether the voting procedures and results of the general meeting of shareholders are legal and effective;
(V) legal opinions on other relevant issues at the request of the company.
The board of directors of the company may also employ notaries to attend the general meeting of shareholders at the same time.
Article 8 the board of directors, independent directors and shareholders holding more than 1% of the voting shares of the company or the investor protection institution established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders’ voting rights. The solicitation of shareholders’ voting rights shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to solicit shareholders’ voting rights by means of compensation or compensation in disguised form. Except for legal conditions, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Article 9 unless the company is in crisis and other special circumstances, the company shall not enter into a contract with a person other than directors, supervisors, managers and other senior managers to entrust the management of all or important businesses of the company to that person unless approved by a special resolution of the general meeting of shareholders.
Chapter III convening conditions and notice of shareholders’ meeting
Article 10 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. The annual meeting of shareholders shall be held once a year and shall be held within six months after the end of the previous fiscal year. In case of any circumstance that the extraordinary general meeting of shareholders shall be held as stipulated in Article 11 of these rules, the extraordinary general meeting of shareholders shall be held within 2 months.
If the company is unable to convene the general meeting of shareholders for any reason within the above-mentioned period, it shall report to the dispatched office of the CSRC where the company is located and the stock exchange where the company’s shares are listed, explain the reasons and make an announcement.
Article 11 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months:
(I) the number of directors is less than the number specified in the company law or less than two-thirds of the amount required by the articles of Association;
(II) when the company’s outstanding losses reach one-third of the total paid in share capital;
(III) shareholders holding more than 10% (including 10%) of the voting shares issued by the company request to convene an extraordinary general meeting in writing;
(IV) when the board of directors deems it necessary or the board of supervisors proposes to convene the meeting;
(V) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 12 when convening the annual general meeting of shareholders, the company shall send a written notice at least 20 business days before the meeting to inform all registered shareholders of the matters to be considered at the meeting and the date and place of the meeting. The company shall send a written notice at least 10 business days or 15 days (whichever is longer) before the extraordinary general meeting to inform all registered shareholders of the matters to be considered at the meeting and the date and place of the meeting. Shareholders who intend to attend the general meeting of shareholders shall send a written reply to the company within the time specified in the notice of the meeting. The above business day refers to the day when the stock exchange of Hong Kong opens for securities trading.
If laws, administrative regulations, the securities regulatory authority where the company’s shares are listed or the stock exchange stipulates a longer notice period for the company to convene the annual general meeting or extraordinary general meeting of shareholders, such provisions shall prevail.
Article 13 the general meeting of shareholders shall not decide on matters not specified in the notice of the general meeting of shareholders or its supplementary notice.
Article 14 the notice of the shareholders’ meeting shall meet the following requirements:
(I) in the form of complying with laws and regulations and the provisions of the stock exchange where the listing is located;
(II) specify the place, date and time of the meeting;
(III) explain the matters to be discussed at the meeting;
(IV) provide the shareholders with the information and explanations needed to enable the shareholders to make a wise decision on the matters to be discussed; This principle includes (but is not limited to) when the company proposes merger, share repurchase, share capital reorganization or other reorganization, the specific conditions and contracts (if any) of the proposed transaction shall be provided, and the causes and consequences shall be carefully explained;
(V) if any director, supervisor, manager and other senior managers have important interests in the matter to be discussed, the nature and extent of their interests shall be disclosed; If the impact of the matters discussed on the directors, supervisors, managers and other senior managers as shareholders is different from that on other similar shareholders, the difference shall be explained;
(VI) contain the full text of any special resolution to be proposed for adoption at the meeting;
(VII) clearly state in words that shareholders entitled to attend and vote have the right to appoint one or more shareholders’ agents to attend and vote on their behalf, and the shareholders’ agents need not be shareholders;
(VIII) specify the time and place of service of the power of attorney for voting at the meeting;
(IX) the date of equity registration of shareholders entitled to attend the general meeting of shareholders;
(x) name and telephone number of permanent contact person for conference affairs;
（11） Time of voting or other online voting procedures.
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. Once the general meeting of shareholders is postponed or cancelled or the proposal is cancelled, the convener shall make an announcement and explain the reasons at least 2 working days before the originally scheduled date.
Article 15 the notice of the general meeting of shareholders shall be delivered to the shareholders (whether or not they have the right to vote at the general meeting of shareholders) by hand or by postage paid mail, and the address of the recipient shall be announced.
The announcement mentioned in the preceding paragraph shall be published on the website of the stock exchange where the listing is located and within the media scope meeting the conditions stipulated by the CSRC. Once the announcement is made, it shall be deemed that all shareholders of domestic shares have received the notice of the relevant shareholders’ meeting.
Article 16 if the meeting notice is not sent to a person entitled to receive the notice due to accidental omission or such person does not receive the meeting notice, the meeting and the resolutions made at the meeting shall not be invalid.
Article 17 any shareholder who has the right to attend and vote at the shareholders’ meeting may attend the shareholders’ meeting in person and exercise his voting right, or entrust another person to attend and exercise his voting right within the scope of authorization.
Any shareholder who has the right to attend and vote at the shareholders’ meeting shall have the right to appoint one or more persons (who may not be shareholders) as his proxy to attend and vote on his behalf. The shareholder’s agent may exercise the following rights in accordance with the entrustment of the shareholder:
(I) the shareholder’s right to speak at the general meeting of shareholders;
(II) request voting by themselves or jointly with others;
(III) the voting right shall be exercised by raising hands or voting. However, if more than one shareholder proxy is appointed, such shareholder proxy can only exercise the voting right by voting.
When any shareholder is required to give up voting rights or is restricted to vote for or against, if the voting of such shareholder or his representative violates the provisions, the voting shall be deemed invalid.
Article 18 a shareholder shall entrust an agent in writing, which shall be signed by the principal or by the agent entrusted in writing; If the principal is a legal person, it shall be affixed with the seal of the legal person or signed by its director or duly appointed agent.
Article 19 the power of attorney for voting shall be placed at the domicile of the company or other places designated in the notice of convening the meeting at least 24 hours before the relevant meeting for voting entrusted by the power of attorney or 24 hours before the designated voting time.
If the power of attorney is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to sign shall be notarized.
The notarized power of attorney or other authorization documents shall be placed at the domicile of the company or other places designated in the notice of convening the meeting together with the power of attorney for voting.
If the principal is a legal person, its legal representative or the person authorized by the resolution of the board of directors and other decision-making bodies shall attend the shareholders’ meeting of the company as a representative.
Article 20 the format of any power of attorney issued by the board of directors of the company to shareholders for appointing shareholders’ agents shall allow shareholders to freely choose to instruct shareholders’ agents to vote for or against, and give instructions on the matters to be voted on on each topic of the meeting. The power of attorney shall indicate whether the shareholder’s agent can vote according to his own will if the shareholder does not give instructions.
Article 21 if the relevant vouchers submitted by the personnel attending the meeting are under any of the following circumstances, their qualification to attend the meeting shall be deemed invalid:
(1) the identity card of the principal or the person attending the meeting is falsified, expired, altered, and the ID number is incorrect, which does not conform to the “resident identity card act”.
(II) the identity card information submitted by the client or the personnel attending the meeting is illegible;
(III) if the same shareholder entrusts more than one person to attend the meeting, the signature samples of the power of attorney are obviously inconsistent;
(IV) the power of attorney is not signed or sealed by the principal;
(V) there are other obvious violations of laws, administrative regulations, normative documents and the relevant provisions of the articles of association in the relevant vouchers submitted by the principal or the personnel attending the meeting on his behalf.
If the client’s or his agent’s qualification to attend the meeting is deemed invalid due to the unclear authorization of the client or the relevant vouchers submitted by his or her agent to prove the client’s legal identity and entrustment relationship do not comply with the provisions of laws, administrative regulations, normative documents and the articles of association, the client or his or her agent shall bear the corresponding legal consequences.
If the trustor has died, lost capacity, withdrawn the appointment, withdrawn the authorization to sign the appointment or the relevant shares have been transferred before the voting, the voting made by the shareholder’s agent in accordance with the power of attorney shall remain valid as long as the company has not received the written notice of such matters before the commencement of the relevant meeting.
Shareholders attending the meeting shall be present on time according to the notice time. If shareholders or their agents are late and attend the meeting before the termination of on-site registration, they can participate in voting; Those who attend the meeting after the registration of on-site participation is terminated shall not vote, but may attend the meeting as nonvoting delegates; Late shareholders or their agents shall not raise questions, suggestions and speech requirements on the reviewed proposals, and late shareholders or their agents shall not affect the shares
