Wuxi Apptec Co.Ltd(603259) rules of procedure of general meeting of shareholders
(revised in 2022)
catalogue
Chapter I General Provisions Chapter II convening of the general meeting of shareholders Chapter III proposals and notices of the general meeting of shareholders Chapter IV convening of the general meeting of shareholders Chapter V voting and resolutions of the general meeting of shareholders Chapter VI special procedures for voting of class shareholders Chapter VII records of shareholders’ meeting 18 Chapter VIII Supplementary Provisions nineteen
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to further clarify the responsibilities and authorities of the general meeting of shareholders of Wuxi Apptec Co.Ltd(603259) (hereinafter referred to as the “general meeting”), ensure the standardized operation of the general meeting of shareholders of the company, safeguard the legitimate rights and interests of shareholders and ensure that shareholders exercise their rights equally and effectively, according to 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 The guidelines for the governance of listed companies, the guidelines for the articles of association of listed companies, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”), the necessary provisions of the articles of association of overseas listed companies, the letter on the opinions of Listed Companies in Hong Kong on the supplement and amendment of the articles of Association (Zheng Jian Hai Han [1995] No. 1) These rules are formulated in accordance with the reply of the State Council on adjusting the notice period applicable to the convening of shareholders’ meetings of overseas listed companies (Guo Han [2019] No. 97), the rules for the listing of securities on the stock exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”) and other relevant laws, regulations and normative documents, as well as the provisions of Wuxi Apptec Co.Ltd(603259) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 from the date of entry into force, these Rules shall become a normative document legally binding on the company, its shareholders, directors, supervisors, President and other senior managers.
Article 3 the company shall hold a general meeting of shareholders in strict accordance with laws, administrative regulations, departmental rules, normative documents, the Listing Rules of the stock exchange where the company’s shares are listed and the relevant provisions of 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 is the authority of the company and shall exercise its functions and powers within the scope specified in the company law and other laws, administrative regulations, departmental rules, normative documents, the Listing Rules of the stock exchange where the company’s shares are listed and the articles of association.
Article 5 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 6 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 the minimum quorum of five prescribed in the company law, or less than two-thirds of the number prescribed in the articles of Association;
(II) when the company’s outstanding losses reach one-third of the total paid in share capital;
(III) written request of ordinary 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, normative documents, the Listing Rules of the stock exchange where the company’s shares are listed or the articles of association.
The number of shares held in Item (III) above shall be calculated according to the shares of the company held by the shareholders on the date of their written request.
Article 7 If a company is unable to convene a general meeting of shareholders within the time limit specified in the preceding two articles, it shall report to the agency of the securities regulatory authority under the State Council where the company is located and the stock exchange where the company’s shares are listed, explain the reasons and make an announcement.
Article 8 when convening a general meeting of shareholders, the company shall hire a lawyer to give legal opinions on the following issues and make a public announcement: (I) whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, these rules 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.
Chapter II convening of the general meeting of shareholders
Article 9 the board of directors shall make mistakes in these rules! Reference source not found Wrong! Reference source not found. Convene the general meeting of shareholders according to law within the specified time limit.
Article 10 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 laws, administrative regulations, the Listing Rules of the stock exchange where the company’s shares are listed and the provisions of 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 five 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 11 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 laws, administrative regulations, the Listing Rules of the stock exchange where the company’s shares are listed and the provisions of 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 five 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 12 shareholders who individually or jointly hold more than 10% of the shares with voting rights at the proposed meeting shall have the right to request the board of directors to convene an extraordinary general meeting or class shareholders’ meeting, and shall submit it to the board of directors in writing to clarify the topics of the meeting. The board of directors shall, in accordance with laws, administrative regulations, the Listing Rules of the stock exchange where the company’s shares are listed and the provisions of the articles of association, submit written feedback on whether to agree or disagree to convene an extraordinary general meeting or class shareholders’ meeting within 10 days after receiving the written request. If the board of directors agrees to convene an extraordinary general meeting or class meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders or class meeting of shareholders within five 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 an extraordinary general meeting or class shareholders’ meeting, or fails to give feedback within 10 days after receiving the request, shareholders who individually or jointly hold more than 10% of the shares with voting rights at the proposed meeting shall have the right to propose to the board of supervisors to convene an extraordinary general meeting or class shareholders’ meeting, 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 or a meeting of class shareholders, it shall issue a notice of convening a general meeting of shareholders or a meeting of class shareholders within five 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 give the notice of the general meeting of shareholders or class 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 or class of shareholders. Shareholders who individually or jointly hold more than 10% of the shares with voting rights at the proposed meeting for more than 90 consecutive days may convene and preside over it by themselves. Article 13 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 where the company’s shares are listed.
Before the disclosure of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10% of the total share capital of the company.
The board of supervisors and the convening shareholders shall submit relevant supporting materials to the stock exchange where the company’s shares are listed when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
Article 14 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 the securities registration and clearing institution in the place where the company’s shares are listed 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 15 for 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 and deducted from the amount owed by the company to the derelict director.
Chapter III proposals and notices of the general meeting of shareholders
Article 16 the proposal of the general meeting of shareholders shall meet the following conditions:
(I) the content does not conflict with laws, administrative regulations, the Listing Rules of the stock exchange where the company’s shares are listed and the provisions of the articles of association, and belongs to the scope of powers of the general meeting of shareholders;
(II) there are clear topics and specific resolutions.
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 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 working days or 15 days before the general meeting of shareholders (whichever is longer, excluding the date of the meeting and the date of the proposal). The convener shall issue a supplementary notice of the general meeting of shareholders within two days after receiving the proposal and notify 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.
There is an error that is not listed or does not comply with these rules in the notice of the general meeting of shareholders! Reference source not found. The general meeting of shareholders shall not vote and make resolutions on the proposals specified in the regulations.
Article 18 when convening the annual general meeting of shareholders, the company shall send a written notice 20 working days before the meeting; To convene an extraordinary general meeting of shareholders, a written notice shall be given 10 working days or 15 days before the meeting (whichever is longer). The written notice shall inform all registered shareholders of the matters to be considered at the meeting and the date and place of the meeting.
When the company calculates the starting period of the above-mentioned “20 working days”, “10 working days” and “15 days”, it does not include the day when the meeting is held and the day when the notice is issued.
Article 19 the general meeting of shareholders shall not decide on matters not specified in the notice.
Article 20 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 21 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 its controlling shareholders and actual controllers;
(III) disclose the number of shares held by the company;
(IV) whether they have been punished by the securities regulatory authority under the State Council and other relevant departments and the stock exchange;
(V) information about newly appointed, re elected or transferred directors or supervisors required to be disclosed by the Hong Kong listing rules.
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.
Article 22 the notice of the general meeting of shareholders shall meet the following requirements:
(I) in writing;
(II) specify the time, place and duration of the meeting;
(III) explain the matters and proposals submitted to the meeting for consideration;
(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 that when the company proposes merger, share repurchase, equity reorganization or other reorganization, it shall provide the specific conditions and contracts (if any) of the proposed transaction, and carefully explain its causes and consequences;
(V) if any director, supervisor, President (CEO) and other senior managers have important interests in the matter to be discussed, they shall disclose the nature and extent of their interests; If the impact of the matters discussed on the directors, supervisors, President (CEO) 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) 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 may not be a shareholder of the company;
(VIII) specify the time and place of service of the power of attorney for voting at the meeting;
(IX) designate the equity registration date of shareholders entitled 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 determined, it shall not be changed;
(x) state the name and telephone number of the permanent contact person for conference affairs;
（11） Voting time and procedures by network or other means.
Article 23 unless otherwise provided by laws, administrative regulations, the Listing Rules of the stock exchange where the company’s shares are listed or the articles of association, the notice of the general meeting of shareholders shall be sent 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 subject to the address registered in the register of shareholders. For the shareholders of domestic shares, the notice of the general meeting of shareholders can also be made by public announcement.
The announcement mentioned in the preceding paragraph shall be published in one or more newspapers designated by the securities regulatory authority under the State Council, on the website of the Shanghai Stock Exchange and on the media meeting the conditions prescribed by the securities regulatory authority under the State Council. Once the announcement is made, it shall be deemed that all domestic shareholders have received the notice of the relevant shareholders’ meeting.
On the premise of complying with the relevant provisions of laws and regulations and the requirements of the Listing Rules of the stock exchange where the company’s shares are listed and performing relevant procedures, the company’s overseas listed foreign shares of the issuer in Hong Kong (hereinafter referred to as
