Rules of procedure for the general meeting of shareholders of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. (revised in 2022)
(these Rules shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval)
catalogue
Chapter I General Provisions
Chapter II Rights and obligations of shareholders
Chapter III functions and powers of the general meeting of shareholders
Chapter IV convening of the general meeting of shareholders
Chapter V meeting preparation and document preparation of the general meeting of shareholders
Chapter VI proposal and notice of shareholders’ meeting
Chapter VII confirmation of the identity of shareholders participating in the meeting
Chapter VIII convening of the general meeting of shareholders
Chapter IX discipline of shareholders’ meeting
Chapter X implementation of resolutions of the general meeting of shareholders and information disclosure
Chapter XI supplementary provisions
Chapter I General Provisions
Article 1 in order to regulate the behavior of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. (hereinafter referred to as the “company”) and ensure that the general meeting of shareholders of the company exercises its functions and powers according to law, in accordance with 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 (hereinafter referred to as the Securities Law) These rules are formulated in accordance with the rules for the general meeting of shareholders of listed companies (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders), the rules for the listing of shares of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules), the articles of association of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. (hereinafter referred to as the articles of association) and other relevant laws and regulations.
Article 2 the company shall hold a general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, the articles of association and these rules 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 6 months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held irregularly. In case of the following circumstances stipulated in Article 100 of the company law that the extraordinary general meeting of shareholders should be held, the extraordinary general meeting of shareholders shall be held within 2 months:
(I) the number of directors is less than the minimum quorum of 5, or less than 2 / 3 of the number of directors specified in the articles of Association;
(II) when the company’s outstanding losses reach 1 / 3 of the total share capital;
(III) written request from shareholders who individually or jointly hold more than 10% of the total voting 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 forms stipulated in the articles of association.
If the company is unable to hold the general meeting of shareholders within the above-mentioned period, it shall report to the Chongqing regulatory bureau of the CSRC and the Shanghai Stock Exchange, 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 Rights and obligations of shareholders
Article 6 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, articles of association or departmental rules.
Article 7 shareholders shall exercise their rights in accordance with laws, regulations and the articles of association, and shall not directly interfere with the daily work of the board of directors and the company.
Article 8 shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and the articles of Association;
(II) pay the share capital in accordance with the shares subscribed and the method of participation;
(III) the company shall not withdraw its shares except under the circumstances prescribed by laws and regulations;
(IV) not abuse the rights of shareholders to damage the interests of the company or other shareholders; The independent status of the company’s legal person and the limited liability of shareholders shall not be abused to damage the interests of the company’s creditors;
Where a shareholder of a company abuses his rights and causes losses to the company or other shareholders, he shall be liable for compensation according to law.
Where the shareholders of the company abuse the independent status of the company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of the creditors of the company, they shall be jointly and severally liable for the debts of the company.
(V) other obligations stipulated in laws, administrative regulations and the articles of association.
Article 9 the controlling shareholders and actual controllers of the company shall not use their affiliated relations to damage the interests of the company. Those who violate the regulations and cause losses to the company shall be liable for compensation.
The controlling shareholders and actual controllers of the company shall not restrict or obstruct small and medium-sized investors from exercising their voting rights according to law, and shall not damage the legitimate rights and interests of the company and small and medium-sized investors.
The controlling shareholders and actual controllers of the company have the obligation of good faith to the company and other shareholders of the company. The controlling shareholder shall exercise the rights of the investor in strict accordance with the law. The controlling shareholder shall not damage the legitimate rights and interests of the company and other shareholders by means of profit distribution, asset restructuring, foreign investment, capital occupation, loan guarantee, etc., and shall not use its controlling position to damage the interests of the company and other shareholders.
The meanings of “controlling shareholder” and “actual controller” in this article are the same as those in the articles of association.
Chapter III functions and powers of the general meeting of shareholders
Article 10 the general meeting of shareholders shall exercise the following functions and powers according to law:
(I) determine the company’s business policy and capital plan (including investment plan and financing plan); Determine the company’s development objectives and strategic planning;
(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 or other securities and the listing plan;
(IX) make resolutions on the merger, division, division, dissolution, liquidation or change of company 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） Review and approve the guarantee matters specified in Article 13;
（13） Review the purchase and sale of major assets within one year that exceed 30% of the company’s latest audited total assets.
（14） Review and approve the change of the purpose of the raised funds;
（15） Review the equity incentive plan and employee stock ownership plan;
（16） Decide on the related party transactions (including the debts and expenses undertaken) with a transaction 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;
Transactions with the same related party or transactions related to the subscript of the same transaction category with different related parties shall be accumulated within 12 consecutive months;
（17） Review the transactions of the company and its holding subsidiaries within the scope of the company’s consolidated statements that meet one of the following standards:
1. The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period;
2. 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;
3. 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;
4. 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;
5. The main business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan; 6. 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;
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
（18） Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, regulations and the articles of association.
（19） The “transaction” referred to in these rules includes the following matters
1. Purchase or sale of assets;
2. Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
4. Provide guarantee (including guarantee for holding subsidiaries);
5. Approve asset replacement, mortgage, pledge, lease in or lease out, entrustment or entrusted management;
6. Donated or donated assets;
7. Reorganization of creditor’s rights and debts;
8. Sign the license agreement;
9. Transfer or transfer of R & D projects;
10. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
11. Other transactions recognized by Shanghai Stock Exchange.
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.
Article 11 in case of any of the following transactions, the company may be exempted from submitting to the general meeting of shareholders for deliberation, but it shall still perform the obligation of information disclosure in accordance with the provisions:
(I) the company has received cash assets, obtained debt relief and other transactions that do not involve consideration payment and do not have any obligations;
(II) the transactions of the company only meet the standards of point 4 or 6 in Item (17) of paragraph 1 of Article 10 of these rules, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan.
Entrusted financial management can reasonably predict the investment scope, amount and period, and calculate the proportion of net assets based on the amount. The provisions of articles 6.1.2 and 6.1.3 of the Listing Rules shall apply. The service life of the relevant amount shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the investment amount.
When conducting transactions other than “providing guarantee”, “providing financial assistance” and “entrusted financial management”, the provisions of articles 6.1.2 and 6.1.3 of the Listing Rules shall be applied to all transactions related to the subscript of the same transaction category in accordance with the principle of cumulative calculation within 12 consecutive months. Those who have fulfilled relevant obligations according to the above standards will not be included in the relevant cumulative calculation scope.
In addition to the provisions of the preceding paragraph, if the company has a “purchase or sale of assets” transaction, regardless of whether the subject matter of the transaction is related or not, if the total assets or transaction amount involved exceeds 30% of the company’s latest audited total assets within 12 consecutive months, it shall 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 12 financial aid matters that fall under any of the following circumstances shall be proposed after deliberation and approval 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 Shanghai Stock 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 company, the provisions of the preceding paragraph may be exempted. Article 13 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders.
(I) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee provided by the company and its holding subsidiaries exceeds 30% of the total assets audited in the latest period;
(III) according to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, the guarantee exceeds 30% of the company’s latest audited total assets;
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties.
When the general meeting of shareholders deliberates the proposal on the guarantee provided for shareholders, actual controllers and their related parties, 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. The guarantee in Item (III) of the preceding paragraph shall be approved by the shareholders attending the meeting
