In order to improve the operation mechanism of the general meeting of shareholders of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as the “company”), ensure the standardized and efficient operation of the general meeting of shareholders of the company, and effectively protect the legitimate rights and interests of shareholders, especially small and medium-sized shareholders, according to the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the rules for the general meeting of shareholders of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) These rules are formulated in accordance with the provisions of relevant laws, administrative regulations, departmental rules and normative documents such as the stock listing rules of Shanghai Stock Exchange, the guidelines for self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) articles of Association (hereinafter referred to as the “articles of association”).
The company shall hold 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.
The general meeting of shareholders is the authority of the company.
The general meeting of shareholders shall exercise the following functions and powers according to law:
(I) determine the company’s business policy and investment plan;
(II) elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors;
(III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors;
(V) review and approve the company’s annual financial budget plan and final account plan;
(VI) review and approve the company’s profit distribution plan and loss recovery plan;
(VII) make resolutions on the increase or decrease of the company’s registered capital;
(VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(x) amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） To review and approve the transaction matters specified in Article 5, the guarantee matters specified in Article 6 and the financial assistance matters specified in Article 7 of these rules;
（13） Deliberating and approving transactions such as foreign investment, domestic investment, acquisition and sale of assets, financing loans, asset mortgage, external donation and so on exceeding the deliberation authority of the board of directors specified in Article 110 of the articles of Association;
（14） Review and approve the related party transactions between the company and related parties (except for the guarantee provided by the company, the cash assets donated by the company and the debt simply reduced or exempted from the company’s obligations) with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets;
（15） Review and approve the change of the purpose of the raised funds;
（16） Review the equity incentive plan;
（17） Review and adjust or change the profit distribution policy;
（18） Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Transactions of the company (except for external investment, internal investment, acquisition and sale of assets, financing loan, provision of guarantee, asset mortgage, related party transaction, financial assistance, receiving cash assets and debt relief of the company’s obligations) that meet one of the following standards shall be submitted to the general meeting of shareholders for deliberation:
(I) the total assets involved in the transaction (if there are both book value and evaluation value, the higher one shall be taken as the calculation data) account for more than 50% of the company’s total assets audited in the latest period;
(II) the net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan;
(III) 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;
(IV) 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;
(V) the transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(VI) 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.
According to the above calculation standards, if the transaction only meets the standards in Item (IV) or (VI) and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan, the company may not submit the transaction to the general meeting of shareholders for deliberation.
With regard to the indicators mentioned in items (I) to (VI) above, the relevant transactions under the same transaction category shall be calculated according to the principle of cumulative calculation for 12 consecutive months to determine whether they should be deliberated by the general meeting of shareholders. If the relevant decision-making procedures have been performed in accordance with the above provisions, they will not be included in the relevant cumulative calculation scope.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
The following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the net amount of the company’s guarantee in the latest period exceeds 10%;
(II) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the company’s latest audited net assets;
(III) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the total audited assets of the company in the latest period;
(IV) according to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, the guarantee exceeding 30% of the company’s latest audited total assets;
(V) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated by relevant departments and the articles of association.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, such shareholders or shareholders controlled by such actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders (excluding this number).
The guarantee in Item (IV) of the preceding paragraph shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting. Article 7 if the financial assistance of the company falls into one of the following circumstances, it shall also be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the amount of single financial assistance exceeds 10% of the latest audited net assets of the listed company;
(II) the latest financial statement data of the funded object shows that the asset liability ratio exceeds 70%;
(III) the cumulative amount of financial assistance in the last 12 months exceeds 10% of the company’s latest audited net assets;
(IV) other circumstances stipulated by the exchange or the articles of association.
If the object of subsidy is the holding subsidiary within the scope of the company’s consolidated statements, and the other shareholders of the holding subsidiary do not include the controlling shareholders, actual controllers and their affiliates of the listed company, this article may be exempted from application.
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. The extraordinary general meeting of shareholders shall be held irregularly. Under any of the following circumstances, the company shall convene the extraordinary general meeting of shareholders within 2 months from the date of occurrence:
(I) the number of directors is less than 2 / 3 of the number specified in the company law or the articles of Association; (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 company’s common shares (including preferred shareholders whose voting rights are restored);
(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.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall explain the reasons to the dispatched office of the CSRC and the stock exchange where the company’s shares are listed and traded and make an announcement.
The board of directors of the company shall convene the general meeting of shareholders on time within the time limit specified in Article 7 of these rules. 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 will send a notice of convening the general meeting of shareholders to the registered shareholders of the company 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.
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 it agrees or disagrees with the convening of 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 will 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.
Ordinary shareholders who individually or jointly hold more than 10% of the company’s shares for more than 90 consecutive days (including preferred shareholders whose voting rights have been restored, hereinafter referred to as “Convening shareholders”) have the right to request the board of directors to convene an extraordinary general meeting, and shall submit it to the board of directors in writing. 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 convening shareholders shall disclose the announcement no later than the issuance of the notice of the general meeting of shareholders, and promise that their shareholding ratio shall not be less than 10% of the total share capital of the company from the date of proposing to convene the general meeting of shareholders to the date of convening the 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 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 convening shareholder has 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 send the notice of the general meeting of shareholders to the registered 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, and the convening shareholders may convene and preside over it by themselves.
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 report to the dispatched office of the CSRC and the stock exchange where the company is located for the record.
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. 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.
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.
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.
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.
Ordinary shareholders who individually or jointly hold more than 3% of the company’s shares (including preferred shareholders whose voting rights are restored) 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. If a qualified shareholder puts forward an interim proposal, the shareholding ratio from the issuance of the proposal notice to the announcement of the resolution of the meeting shall not be less than 3%.
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.
For proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 15 of these rules, the general meeting of shareholders shall not vote and make resolutions.
The convener shall notify all ordinary shareholders (including preferred shareholders whose voting rights have been restored) by public announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders shall notify all ordinary shareholders (including preferred shareholders whose voting rights have been restored) by public announcement 15 days before the meeting.
When calculating the starting time limit of the general meeting of shareholders, the company does not include the date of the meeting.
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 ordinary shareholders (including preferred shareholders whose voting rights have been restored) have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to be a shareholder of the company;
(IV) shares entitled to attend
