Guanglian Aviation Industry Co.Ltd(300900)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as the company) 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), in order to ensure that shareholders can exercise their rights according to law, ensure that the general meeting of shareholders can operate efficiently and make scientific decisions, and improve the corporate governance structure Governance standards for listed companies (revised in 2018) (announcement [2018] No. 29 of China Securities Regulatory Commission), rules for the general meeting of shareholders of listed companies (revised in 2022) (announcement [2022] No. 13 of China Securities Regulatory Commission), listing rules for gem shares of Shenzhen Stock Exchange (Revised in December 2020) (SZS [2020] No. 1292) These rules are formulated in combination with the actual situation of the company, in accordance with the provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (SZS [2022] No. 14, hereinafter referred to as self regulatory guidelines No. 2) and Guanglian Aviation Industry Co.Ltd(300900) articles of Association (hereinafter referred to as the articles of association).
Article 2 the company shall improve the operation mechanism of the general meeting of shareholders, treat all shareholders equally, protect the rights of shareholders to know, inquire, distribute, inquire, propose, convene, propose, nominate and vote according to law, actively facilitate the exercise of shareholders’ rights, and effectively protect the legitimate rights and interests of shareholders, especially small and medium-sized shareholders.
Article 3 the general meeting of shareholders is the authority of the company. The company shall convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, normative documents and the articles of association to ensure that shareholders can exercise their rights according to law. 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 4 the general meeting of shareholders shall exercise the following functions and powers within the scope specified in the company law and the articles of association:
(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 5 of these rules;
（13） If the total amount of assets purchased by the company has reached 30% of the total amount of the company’s assets in the last 12 consecutive months and the total amount of assets sold in the last 12 consecutive months after deliberation;
（14） To consider the application of the company for loans from financial institutions if the single amount exceeds 30% of the company’s latest audited net assets or the cumulative amount in an accounting year exceeds 50% of the company’s latest audited net assets;
（15） Review related party transactions with an amount of more than 30 million yuan and more than 5% of the absolute value of the company’s latest audited net assets (except for guarantees and cash assets provided by the company);
（16） Review and approve the change of the purpose of the raised funds;
（17） Review the equity incentive plan and employee stock ownership plan;
（18） Make resolutions on the company’s repurchase of its shares;
（19） Review other matters that shall be decided by the general meeting of shareholders according to laws, regulations, rules, normative documents 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 5 the following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation and approval after being deliberated and approved by the board of directors:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(III) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months; (IV) 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;
(V) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(VI) guarantees provided for shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated in the articles of association that shall be deliberated by the general meeting of shareholders.
When the general meeting of shareholders deliberates the guarantee matters in Item (III) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, and the voting shall be approved by more than half of the voting rights held by other shareholders attending 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.
The extraordinary general meeting of shareholders shall be held irregularly. Under any of the following circumstances, the extraordinary general meeting of shareholders shall be held within 2 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) 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.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the China Securities Regulatory Commission (hereinafter referred to as the CSRC), Heilongjiang securities regulatory bureau and Shenzhen Stock Exchange, explain the reasons and make an announcement.
Article 7 the company shall treat all shareholders equally when convening the general meeting of shareholders, and shall not affect the voting of shareholders, manipulate the voting results and damage the legitimate rights and interests of other shareholders by means of interest transmission and interest exchange.
Article 8 the company shall hold a 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. 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 9 shareholders attending the general meeting of shareholders shall abide by the provisions of relevant laws, administrative regulations, departmental rules 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.
Chapter II convening of the general meeting of shareholders
Article 10 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 6 of these rules.
Article 11 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 will explain the reasons and make a public announcement.
Article 12 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 with the convening of 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. 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 written 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 13 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.
Article 14 the board of directors shall be notified in writing of the general meeting of shareholders convened by the board of supervisors or shareholders, and the board of directors and the Secretary of the board of directors shall cooperate. 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 the securities registration and clearing institution for acquisition 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 15 the general meeting of shareholders convened by the board of supervisors or shareholders. The expenses necessary for the meeting shall be borne by the company.
If the board of supervisors or shareholders convene the general meeting of shareholders on their own, they shall notify the board of directors in writing and file with Shenzhen Stock Exchange at the same time.
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 submit relevant supporting materials to Shenzhen Stock Exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
Chapter III proposal and notice of shareholders’ meeting
Article 16 the contents of the proposal shall fall within the scope of the 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 17 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 company’s shares 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.
In addition to the provisions of 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 16 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 18 the convener shall notify all shareholders by public announcement 20 days before the annual shareholders’ meeting (excluding the day of the meeting), and the extraordinary shareholders’ meeting shall notify all shareholders by public announcement 15 days before the meeting (excluding the day of the meeting). The notice of the general meeting of shareholders shall be made in writing and include the following contents:
(I) time, place and duration of the meeting;
(II) matters submitted to the meeting for deliberation, and fully disclose the contents of the proposal;
(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;
(VI) voting time and procedures by network or other means.
Article 19 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 judgments on the matters to be discussed. If the matters to be discussed need the opinions of the independent directors and the recommendation institution, the opinions and reasons of the independent directors and the recommendation institution shall be disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
Article 20 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, including the work of more than 5% of the company’s shareholders, actual controllers and other units, as well as the employment of directors, supervisors and senior managers in other institutions in the past five years;
(II) whether there is any relationship with the company or shareholders holding more than 5% of the company’s shares, controlling shareholders and actual controllers, other directors, supervisors and senior managers of the company;
(III) disclose the number of shares held by the company;
(IV) whether there are any situations listed in article 3.2.3 of self regulatory guidelines No. 2;
(V) have you been punished by the CSRC and other relevant departments and disciplined by the stock exchange
