Ganfeng Lithium Co.Ltd(002460)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of shareholders, further clarify the responsibilities and authorities of the general meeting of shareholders of Ganfeng Lithium Co.Ltd(002460) (hereinafter referred to as the "company"), standardize its organization and behavior, and ensure the lawful exercise of functions and powers of the general meeting of shareholders and the normal order and efficiency of proceedings of the general meeting of shareholders, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") These rules are formulated in accordance with the relevant provisions of the securities law of the people's Republic of China, the Ganfeng Lithium Co.Ltd(002460) articles of Association (hereinafter referred to as the "articles of association"), the rules for the general meeting of shareholders of listed companies, the stock listing rules of Shenzhen Stock Exchange and 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 in combination with the actual situation of the company.
Article 2 These rules are applicable to the general meeting of shareholders and are binding on shareholders, shareholders' agents and directors, supervisors and senior managers attending the general meeting of shareholders.
Article 3 the general meeting of shareholders is composed of all shareholders. Shareholders can attend the general meeting in person or entrust agents to attend and vote on their behalf, and specify the scope of authorization. The persons attending the general meeting of shareholders include directors, supervisors, senior managers and other persons deemed necessary by the board of directors to attend the general meeting of shareholders. Article 4 the Secretary of the board of directors shall be responsible for the convening, agenda, minutes and daily affairs of the general meeting of shareholders.
Chapter II functions and powers of the general meeting of shareholders
Article 5 the general meeting of shareholders is the authority of the company and exercises the following functions and powers:
（1） Decide on the company's business policy and investment plan;
（2） Elect and replace directors who are not staff representatives, and decide on matters related to the remuneration of directors;
（3） Elect and replace supervisors who are not staff representatives, and decide on matters related to the remuneration of supervisors;
（4） Review and approve the report of the board of directors;
（5） Review and approve the report of the board of supervisors;
（6） Review and approve the company's annual financial budget plan and final account plan;
（7） Review and approve the company's profit distribution plan and loss recovery plan;
（8） Make resolutions on the increase or decrease of the company's registered capital;
（9） Make resolutions on the merger, division, dissolution, liquidation or change of company form of the company;
（10） Make resolutions on the issuance of corporate bonds, other securities and listing of the company;
（11） Make resolutions on the company's employment, dismissal or non renewal of the accounting firm;
（12） Amend the articles of Association;
（13） To consider the proposals of shareholders who individually or jointly hold more than 3% of the voting shares of the company;
（14） Review and approve the guarantee matters specified in Article 64 of the articles of Association;
（15） To review the purchase and sale of major assets or the guarantee amount exceeding 30% of the total assets of the company within one year;
（16） Review and approve the change of the purpose of the raised funds;
（17） Review the equity incentive plan;
（18） Other matters that shall be resolved by the general meeting of shareholders in accordance with laws, administrative regulations, listing rules of the place where the company's shares are listed and the articles of association.
Article 6 where the transactions of the company (except the donated cash assets of the company) meet one of the following standards, the company shall, in addition to timely disclosure in accordance with relevant laws and regulations and the stock listing rules of Shenzhen Stock Exchange, submit them to the general meeting of shareholders for deliberation:
（1） The total assets involved in the transaction account for more than 50% of the company's total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
（2） The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
（3） The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
（4） The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 50 million yuan;
（5） The profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
For similar transactions related to the subject matter of the company's transactions within 12 months, the previous provisions shall apply in accordance with the principle of cumulative calculation. Those who have fulfilled relevant obligations in accordance with the provisions of the preceding paragraph shall not be included in the scope of relevant cumulative calculation.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
When the subject matter of the transaction is "purchase or sale of assets", the higher of the total assets and transaction amount shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction. If the cumulative calculation reaches 30% of the company's latest audited total assets, in addition to disclosure, audit or evaluation, it shall also be submitted to the general meeting of shareholders for deliberation, And approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 7 in addition to timely disclosure, the company shall also employ an intermediary qualified to carry out securities and futures related business to evaluate or audit the transaction object of the related party transaction with a transaction amount of more than 30 million yuan (except for the company's cash assets and guarantee) and accounting for more than 5% of the absolute value of the company's latest audited net assets, The transaction shall be submitted to the general meeting of shareholders for deliberation.
According to article 10.2.11 of the Listing Rules of Shenzhen Stock Exchange, the transaction targets involved in the affiliated exchanges related to daily operation may not be audited or evaluated.
The provisions of the preceding paragraph shall apply to the following connected transactions of the company within 12 consecutive months in accordance with the principle of cumulative calculation:
（1） Transactions with the same related party;
（2） Transactions with different connected persons related to the same transaction object.
The same related person mentioned above includes other related persons who are controlled by the same subject or have equity control relationship with the related person.
Those who have fulfilled relevant obligations in accordance with the provisions of paragraph 1 of this article shall not be included in the relevant cumulative calculation
Range.
Article 8 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
（1） Any guarantee provided after the total external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets;
（2） Any guarantee provided after the total amount of external guarantee of the company reaches or exceeds 30% of the latest audited total assets;
（3） The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
（4） The amount of a single guarantee exceeds 10% of the latest audited net assets;
（5） The guarantee amount exceeds 30% of the latest audited total assets of the company within 12 consecutive months;
（6） 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;
（7） Guarantees provided to shareholders, actual controllers and their related parties;
（8） Other guarantees required by laws, administrative regulations, departmental rules, the stock exchange where the company's shares are listed and the articles of association to be deliberated and approved by the general meeting of shareholders.
When the general meeting of shareholders deliberates the guarantee matters in Item (5) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
If the company provides guarantee for the shareholders or actual controllers of the company, it must be decided by the general meeting of shareholders. When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their related parties, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, and the voting shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee.
Article 9 when the general meeting of shareholders authorizes, the contents of authorization shall be clear and specific.
Chapter III convening of general meeting of shareholders
Article 10 the general meeting of shareholders is divided into annual general meeting of shareholders (hereinafter referred to as "annual general meeting of shareholders") and extraordinary general meeting of shareholders. The annual shareholders' meeting shall be held once a year and shall be held within six months after the end of the previous fiscal year.
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 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 board of directors shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence:
（1） When the number of directors is less than two-thirds of the number required by the articles of Association;
（2） When the company's outstanding losses reach one third of the total paid in share capital;
（3） Shareholders who individually or jointly hold more than 10% (including 10%) of the voting shares issued by the company request in writing to convene an extraordinary general meeting of shareholders;
（4） When the board of directors deems it necessary or the board of supervisors proposes to convene the meeting;
（5） Other circumstances stipulated by laws and regulations, the Listing Rules of the place where the company's shares are listed and the articles of association.
Article 12 the shareholders' meeting shall be convened by the board of directors according to law, and the chairman of the board of directors shall serve as the chairman of the meeting; If the chairman is unable or fails to perform his duties, the vice chairman shall convene the meeting and serve as the chairman of the meeting; If the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall convene the meeting and serve as the chairman of the meeting.
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, the vice chairman of the board of supervisors shall preside over the meeting; When the vice 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
