Rules of procedure of the general meeting of shareholders
(revised on March 18, 2022)
Chapter I General Provisions
Article 1 These rules are formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other relevant provisions.
These rules are an annex to the articles of association, which aims to standardize the discussion methods and decision-making procedures of the general meeting of shareholders of the company, promote shareholders to effectively exercise their rights according to law, and improve the standard operation and scientific decision-making level of the general meeting of shareholders. Article 2 the Secretary of the board of directors of the company shall be responsible for the daily affairs of the general meeting of shareholders.
Article 3 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 year. The extraordinary general meeting of shareholders shall be held irregularly.
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) when the number of directors is less than two-thirds of the number specified in the articles of Association;
(II) when the company’s outstanding losses reach one-third of the total share capital;
(III) written request from shareholders who individually or jointly hold more than 10% of the total voting 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.
Chapter II convening, proposal and notice of the general meeting of shareholders
Article 4 the board of directors of the company is responsible for convening the general meeting of shareholders.
According to the provisions of the articles of association, under special circumstances, the board of supervisors and shareholders who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days may convene the general meeting of shareholders by themselves, and the specific procedures shall be implemented in accordance with the relevant provisions of the articles of association.
Article 5 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 general meeting of shareholders. 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, after issuing the notice and announcement of the general meeting of shareholders, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals.
Article 6 the convener of the shareholders’ meeting shall notify the shareholders in the form of announcement in China Securities Journal and Shanghai Securities News. The notice of the annual general meeting of shareholders shall be given 20 days before the meeting, and the notice of the extraordinary general meeting of shareholders shall be given 15 days before the meeting.
If the shareholders’ meeting requires that the supplementary contents of the proposal be made within 2 days before the notice of the shareholders’ meeting is issued.
Article 7 the notice of the general meeting of shareholders shall include 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.
Article 8 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals. If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors will be disclosed at the same time when issuing the notice or supplementary notice of the general meeting of shareholders.
Article 9 the company shall clearly specify the voting time and voting procedures by network or other means in the notice of the general meeting of shareholders. 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.
If the notice of the shareholders’ meeting is not listed in Article 10, the shareholders’ meeting shall be cancelled without proper reasons. In case of delay or cancellation, the convener shall make an announcement and explain the reasons at least 2 working days before the originally scheduled date.
Article 11 in addition to the shareholders of the company, all directors, supervisors and the Secretary of the board of directors of the company shall attend the meeting, and the general manager and other senior managers shall attend the meeting as nonvoting delegates. The Secretary of the board of directors shall notify relevant personnel by telephone five days before the shareholders’ meeting, and confirm whether to attend the meeting by telephone one day before the shareholders’ meeting.
Chapter III Registration of shareholders
Article 12 shareholders or their agents registered on the date of equity registration have the right to attend the general meeting of shareholders. The interval between the date of equity registration and the date of the meeting shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Article 13 in order to facilitate the preparation of the meeting, the company shall determine one day between the date of equity registration and the date of the meeting as the registration time for shareholders to participate in the meeting, and the shareholders to participate in the meeting shall register within the registration time for shareholders. Shareholders may attend the shareholders’ meeting in person or entrust agents to attend and vote on their behalf.
Article 14 If an individual shareholder attends the meeting in person, he / she shall show his / her stock account card, personal ID card or other valid certificates or certificates that can indicate his / her identity; If another person is entrusted to attend the meeting, the agent shall also show his valid ID card and the power of attorney of the shareholder.
The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he / she shall show his / her ID card and valid certificate proving his / her qualification as legal representative; If an agent is entrusted to attend the meeting, the agent shall also present his ID card and the written power of attorney issued by the legal representative of the legal person shareholder unit according to law.
Article 15 the power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall contain the following contents:
(I) the name of the agent;
(II) whether it has the right to vote;
(III) instructions to vote for, against or abstain from voting on each item included in the agenda of the general meeting of shareholders;
(IV) date of issuance and term of validity of the power of attorney;
(V) signature (or seal) of the client. If the principal is a legal person shareholder, it shall be stamped with the seal of the legal person. Article 16 the power of attorney shall indicate whether the shareholder’s agent can vote according to his own will if the shareholder does not give specific instructions.
Article 17 the Secretary of the board of directors shall be responsible for making the meeting register. The register of the meeting contains matters such as the name of the meeting personnel (or unit name), the ID number, the number of shares held or represented, the name of the agent (or the name of the unit), etc.
Article 18 the convener and the lawyer hired by the company will jointly verify the legitimacy of shareholders’ qualifications according to the register of shareholders provided by the securities registration and clearing institution, and register the names of shareholders and the number of voting shares they hold.
The registration of the meeting shall be terminated before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the total number of voting shares held.
Chapter IV convening of the general meeting of shareholders
Article 19 the general meeting of shareholders is usually held at the office of the company, and in special circumstances, it is held at other places, which shall be determined by the convener in the notice of the general meeting of shareholders.
The general meeting of shareholders shall be held in the form of on-site meeting, and shall adopt safe, economic and convenient networks and other ways to facilitate shareholders’ participation in the general meeting of shareholders in accordance with laws, administrative regulations, CSRC or the articles of association. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present. Article 20 shareholders, directors, supervisors, general manager, Secretary of the board of directors and other senior managers attending the shareholders’ meeting shall sign on the signature book of the meeting.
Article 21 the general meeting of shareholders shall be presided over by the chairman. If the chairman is unable or fails to perform his duties, the vice chairman shall preside over the meeting. If the vice chairman is unable or fails to perform his duties, the meeting shall be presided over by a director jointly elected by more than half of the directors.
The general meeting of shareholders convened by the board of supervisors shall be presided over by the chairman of the board of supervisors. When the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.
The general meeting of shareholders convened by the shareholders themselves shall be presided over by the representative elected by the convener.
When convening the shareholders’ meeting, if the chairman violates the rules of procedure so that the shareholders’ meeting cannot continue, with the consent of more than half of the shareholders with voting rights attending the shareholders’ meeting, the shareholders’ meeting may elect one person to act as the chairman of the meeting and continue the meeting.
Article 22 directors, supervisors and senior managers shall explain and explain the questions and suggestions of shareholders at the general meeting of shareholders.
Article 23 when the company holds the general meeting of shareholders, it will hire a lawyer to give legal opinions on the following issues and make an announcement:
(I) whether the convening and convening procedures of the meeting comply with laws, administrative regulations and the articles of Association;
(II) whether the qualifications of the participants and the convener are legal and valid;
(III) whether the voting procedures and results of the meeting are legal and valid;
(IV) legal opinions on other relevant issues at the request of the company.
Article 24 the board of directors and other conveners of the company will take necessary measures to ensure the normal order of the general meeting of shareholders. Measures will be taken to stop the acts of interfering with the general meeting of shareholders, making trouble and infringing upon the legitimate rights and interests of shareholders, and timely report to relevant departments for investigation and punishment.
Chapter V deliberation and voting of proposals at the general meeting of shareholders
Article 25 the general meeting of shareholders shall vote by open ballot.
Article 26 shareholders (including their proxies) exercise their voting rights based on the number of voting shares they represent, and each share has one vote.
The board of directors, independent directors and shareholders meeting the relevant requirements may solicit shareholders’ voting rights.
Article 27 when the general meeting of shareholders deliberates on related party transactions, related shareholders shall not participate in voting, and the number of voting shares they represent shall not be included in the total number of valid votes; The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting of non affiliated shareholders.
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be disclosed in a timely manner.
The company holds its own shares without voting rights, and this part of shares is not included in the total number of shares with voting rights attending the general meeting of shareholders.
Where a shareholder’s purchase of voting shares of the company violates the provisions of paragraphs 1 and 2 of Article 63 of the securities law, the shares exceeding the specified proportion shall not exercise the voting right within 36 months after the purchase, and shall not be included in the total number of voting shares attending the general meeting of shareholders.
The board of directors, independent directors, shareholders holding more than 1% of the voting shares or investor protection institutions 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 28 when voting on the election of directors and supervisors at the general meeting of shareholders, the cumulative voting system can be implemented according to the actual situation. Cumulative voting system means that when the general meeting of shareholders elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used centrally. When the number of candidates for directors and supervisors exceeds the number of directors and supervisors to be elected, the one who obtains more votes shall be elected according to the cumulative voting system. Article 29 unless the general meeting of shareholders is suspended or unable to make a resolution due to special reasons such as force majeure, the general meeting of shareholders shall not shelve or vote on the proposal.
Article 30 when the shareholders’ meeting deliberates the proposal, it shall not modify the proposal, otherwise, the relevant change shall be regarded as a new proposal and cannot be voted at the shareholders’ meeting.
Article 31 the chairman of the meeting shall announce the number of shareholders and agents attending the meeting and the total number of shares with voting rights before voting. The number of shareholders and agents attending the meeting and the total number of shares with voting rights shall be subject to the registration of the meeting.
Article 32 for the same voting right, only one of on-site, online or other voting methods can be selected. In case of repeated voting of the same voting right, the first voting result shall prevail.
Article 33 before voting on the proposal, the shareholders’ meeting shall elect two shareholders’ representatives to participate in vote counting and scrutinizing. If the matters under consideration are related to shareholders, relevant shareholders and agents shall not participate in vote counting and scrutinizing. When the general meeting of shareholders votes on a proposal, lawyers, shareholders’ representatives and supervisors’ representatives shall be jointly responsible for counting and supervising votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the minutes of the meeting.
Shareholders or their proxies of listed companies who vote through the Internet or other means have the right to check their voting results through the corresponding voting system.
Article 34 the on-site closing time of the shareholders’ meeting shall not be earlier than that of the network or other means. The chairman of the meeting shall announce the voting status and results of each proposal, and announce whether the proposal is passed according to the voting results. Before the formal announcement of the voting results, the listed companies, vote counters, vote monitors, major shareholders, network service providers and other relevant parties involved in the on-site, online and other voting methods of the general meeting of shareholders shall have the obligation to keep the voting confidential. Article 35 shareholders attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: Yes, no or abstention. Votes that are not filled in, wrongly filled in, illegible and not cast shall be deemed to have waived the voting right, and the voting result of the number of shares held by them shall be counted as “waiver”.
Article 36 If the chairman of the meeting has any doubt about the result of the resolution submitted for voting, he may organize a counting of the votes cast; If the chairman of the meeting fails to count the votes, and the shareholders or shareholders’ agents present at the meeting have objections to the results announced by the chairman of the meeting, they have the right to request the counting of votes immediately after announcing the voting results, and the chairman of the meeting shall organize the counting of votes immediately.
Article 37 the convener shall ensure that the general meeting of shareholders is held continuously until a final resolution is reached. If the general meeting of shareholders is suspended or unable to make a resolution due to special reasons such as force majeure, necessary measures shall be taken to resume the general meeting of shareholders as soon as possible or directly terminate the general meeting of shareholders, and a timely announcement shall be made. At the same time, the convener shall report to the Beijing Securities Regulatory Bureau of the CSRC and the Shanghai Stock Exchange.
