Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Rules of procedure of the general meeting of shareholders
Article 1 These rules are formulated in accordance with the company law of the people’s Republic of China (“company law”) and other relevant laws, regulations, normative documents, Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) articles of Association (hereinafter referred to as the articles of association) and other relevant provisions in combination with the actual situation of the company in order to promote the standardized operation of the company, improve the efficiency of the proceedings of the general meeting of shareholders, protect the legitimate rights and interests of shareholders and ensure the legitimacy and effectiveness of the procedures and resolutions of the general meeting.
Article 2 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.
Article 3 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) the number of directors is less than 6;
(II) when the company’s outstanding losses reach 1 / 3 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.
Article 4 the place where the company holds the general meeting of shareholders is the domicile of the company.
The general meeting of shareholders shall be held in the form of on-site meeting, and online voting shall be provided in accordance with laws, administrative regulations, CSRC or the articles of association to facilitate shareholders’ participation in the general meeting of shareholders. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
Article 5 when the company holds the general meeting of shareholders, a lawyer shall be employed 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 6 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 shall explain the reasons and make a public announcement.
Article 7 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 5 days after the resolution of the board of directors is made. The change of 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 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 8 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 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 9 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 and convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and Issuing the announcement of the resolution of the general meeting of shareholders.
Article 10 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 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 11 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.
Article 12 when the company holds a general meeting of shareholders, the convener shall notify all shareholders in the form of announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders shall notify all shareholders in the form of announcement 15 days before the meeting. When calculating the starting time limit, it shall not include the date of the meeting.
Article 13 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals, as well as all the materials or explanations required to enable the shareholders to make a 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 will be provided at the same time when the notice (or supplementary notice) of the general meeting of shareholders is issued.
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.
Article 14 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 details 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 the controlling shareholder and actual controller of the company;
(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.
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 15 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 give a notice and explain the reasons at least 2 working days before the original date of the meeting.
Article 16 when the shareholders’ meeting is held, 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. Other persons approved by the convener may attend the meeting as nonvoting delegates.
Article 17 the company shall adhere to the principle of simplicity when convening the general meeting of shareholders, and shall not give additional economic benefits to shareholders (or agents) attending the meeting.
Article 18 the board of directors and other conveners of the company 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 timely report to relevant departments for investigation and punishment.
Article 19 in order to maintain the seriousness of the shareholders’ meeting, the chairman of the meeting may order the following persons to leave the meeting: (I) those who are not qualified to attend the meeting or fail to perform the prescribed procedures;
(II) disturbing the order of the venue;
(III) those with disheveled clothes;
(IV) carrying dangerous goods or animals.
If the personnel listed in the preceding paragraph do not obey the exit order, the host of the conference may order the staff to force them to exit. If necessary, it may ask the public security organ for assistance.
Article 20 all shareholders or their agents registered on the equity registration date have the right to attend the general meeting of shareholders and exercise their voting rights in accordance with relevant laws, regulations and the articles of association. The company and the convener shall not refuse for any reason.
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.
Article 21 the registration of the shareholders’ meeting shall be made by the company.
The company shall prepare a register of meetings. The name of the conference is the name of the meeting (name of the unit), the ID number, the address of the domicile, the number of shares held or represented, the name of the agent, or the name of the unit.
Article 22 if individual shareholders attend the meeting in person, they shall show their stock account card, personal ID card or other valid certificates or certificates that can indicate their identity; If the proxy attends the meeting on behalf of others, the proxy 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 (or the person authorized by the resolution of the board of directors and other decision-making bodies of the legal person shareholder) 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 present his ID card and the written power of attorney issued by the legal representative of the legal person shareholder unit according to law (or the authorization document of the board of directors and other decision-making bodies of the legal person shareholder).
Article 23 the power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall specify the contents specified in the articles of association. If the power of attorney does not meet the requirements of the articles of association or the instructions are unclear, the meeting staff shall refuse the agent to attend the general meeting of shareholders.
Article 24 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to sign shall be notarized. Notarized power of attorney or other authorization documents shall be submitted to the staff responsible for meeting registration when handling meeting registration.
Article 25 the convener and the lawyer employed by the company shall jointly verify the legitimacy of the qualification of shareholders 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.
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 26 the general meeting of shareholders shall be presided over by the chairman. When the chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over 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, 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 27 the content of the proposal of the general meeting of shareholders shall fall within the scope of 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.
For proposals that are not listed in the notice of the general meeting of shareholders or do not meet the provisions of the preceding paragraph, the general meeting of shareholders shall not vote and make resolutions.
Article 28 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.
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 29 the chairman of the meeting or his designated personnel shall read out all meeting proposals item by item according to the agenda of the meeting. If the relevant proposal is long, the chairman of the meeting may decide to make only a summary introduction to the proposal, but sufficient time shall be reserved for shareholders to consider the proposal.
According to the specific circumstances, the chairman of the meeting may decide to start the deliberation immediately after each proposal is read out, or consider all proposals together after all proposals are read out.
Article 30 at the annual general meeting of shareholders, the board of directors and the board of supervisors shall make a report on their work in the past year to the general meeting of shareholders. Each independent director shall also make a work report.
Article 31 directors, supervisors and senior managers shall explain and explain the questions and suggestions of shareholders at the general meeting of shareholders.
Article 32 a shareholder’s request to speak at the shareholders’ meeting shall be made at the time of registration of the meeting. The staff of the meeting shall record the requirements of shareholders and transfer them to the chairman of the meeting. The chairman of the meeting shall arrange the shareholder to make a speech according to the agenda of the meeting.
After the general meeting of shareholders begins to consider the proposal of the meeting, shareholders may temporarily request to speak. If a shareholder requests to speak temporarily, he / she shall raise his / her hand first, and then make a speech on the spot or at the designated speaking table with the permission of the host.
If the shareholder’s speech is obviously irrelevant to the ongoing agenda of the meeting, the chairman of the meeting may stop the speech, but the shareholder’s speech shall be arranged at other appropriate times of the meeting.
The shareholder’s speech shall be concise and comprehensive, and shall not be repeated; In principle, the time of each speech shall not exceed 3 minutes. In order to ensure that all the agenda of the meeting is completed within the scheduled time limit of the meeting notice, the chairman of the meeting may decide to make appropriate restrictions on the time and frequency of shareholders’ speeches.
Article 33 resolutions of the general meeting of shareholders are divided into ordinary resolutions and special resolutions.
An ordinary resolution made at the general meeting of shareholders shall be adopted by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
Special resolutions made at the general meeting of shareholders shall be made by the shareholders (including their proxies) with voting rights present at the general meeting of shareholders
