Foshan Haitian Flavouring And Food Company Ltd(603288)
Rules of procedure of the general meeting of shareholders
(revised in March 2022)
Chapter I General Provisions
Article 1 the general meeting of shareholders is composed of the shareholders of the company and is the highest authority of the company. In order to ensure that the general meeting of shareholders can exercise its functions and powers according to law, these rules are formulated 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 and other relevant provisions, as well as the articles of association of Foshan Haitian seasoning Food Co., Ltd. (hereinafter referred to as the company constitution).
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 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 3 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association. Article 4 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. The extraordinary general meeting of shareholders shall be held irregularly. In case that the extraordinary general meeting of shareholders should be held as stipulated in the company law and the articles of association, the extraordinary general meeting of shareholders shall be held within two months.
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 the Shanghai Stock Exchange (hereinafter referred to as the stock exchange) where the company is located, explain the reasons and make an announcement.
Article 5 when convening the 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 6 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 4 of these rules. Article 7 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.
The shareholders’ meeting shall be held within five days after the shareholders’ meeting is approved; 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 8 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 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 9 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 a proposal with complete topics and contents 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 five days after the resolution of the board of directors is made. Any change to 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 of shareholders, or fails to give written feedback within 10 days after receiving the request, the shareholders who individually or jointly hold more than 10% of the company’s shares have the right to propose to the board of supervisors to convene an 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 five days after receiving the request. Any change to the original proposal 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 10 if 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.
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 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 11 for the general meeting of shareholders convened by the board of supervisors or shareholders, the board of directors and the Secretary of the board of directors will 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 12 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.
Chapter III proposal and notice of shareholders’ meeting
Article 13 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 14 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.
If the shareholders hold 10% or more of the shares in total, they may submit a written proposal before the convening date of the extraordinary general meeting. The convener shall issue a supplementary notice of the general meeting of shareholders within two 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 13 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 15 the shareholders’ meeting shall be held by public announcement 20 days before the shareholders’ meeting is held. The starting time limit of the company does not include the date of the meeting.
Article 16 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 17 Where the general meeting of shareholders intends to discuss the election of directors and supervisors, the company shall disclose the resumes and other detailed information and list of candidates for directors and supervisors before the general meeting of shareholders, so that shareholders can have a sufficient understanding of the candidates, 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 CSRC and other relevant departments and the stock exchange.
The candidates for directors and supervisors shall make a written commitment before the notice and announcement of the general meeting of shareholders, agree to accept the nomination, promise that the candidate information publicly disclosed is true, accurate and complete, and ensure to earnestly perform the duties of directors and supervisors after being elected.
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 18 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;
(VI) voting time and procedures by network or other means.
The interval between the date of equity registration and the date of the meeting shall not be more than seven working days. Once the equity registration date is confirmed, it shall not be changed.
Article 19 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. In case of delay or cancellation, the convener shall make an announcement at least two working days before the original date of the meeting and explain the reasons. Chapter IV convening of the general meeting of shareholders
Article 20 the company shall convene the general meeting of shareholders at the place of its domicile or the place specified in the articles of association.
The general meeting of shareholders shall set up a venue, which shall be held in the form of combination of on-site meeting and online voting, and shall provide convenience for shareholders to participate in the general meeting of shareholders through safe, economic and convenient network or other means 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.
Shareholders may attend the shareholders’ meeting in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization.
Article 21 the starting time of online or other 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 of the on-site general meeting of shareholders, 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.
Article 22 the board of directors and other conveners shall take necessary measures to ensure the normal order of the general meeting of shareholders. Measures shall 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 a report shall be made in a timely manner
