Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Rules of procedure of the general meeting of shareholders
March 2002 (Revised)
catalogue
Chapter I General Provisions Chapter II functions and powers of the general meeting of shareholders Chapter III convening and convening procedures of the general meeting of shareholders Chapter IV proposal and notice of the general meeting of shareholders Chapter V voting and resolutions of the general meeting of shareholders Chapter VI venue discipline 14 Chapter VII Supplementary Provisions fifteen
Chapter I General Provisions
Article 1 in order to regulate the behavior of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as “the company”) and ensure that the general meeting of shareholders 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”), the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations and normative documents, as well as the provisions of the Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) articles of Association (hereinafter referred to as “the articles of association”), Formulate the rules of procedure of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) shareholders’ meeting (hereinafter referred to as “the rules”).
Article 2 the convening, convening and voting procedures of the general meeting of shareholders of the company, as well as the proposals and resolutions of the general meeting of shareholders shall comply with these rules.
Article 3 from the effective date, these Rules shall become a legally binding document to regulate the organization and behavior of the general meeting of shareholders and the rights and obligations of shareholders of the company.
Chapter II functions and powers of the general meeting of shareholders
Article 4 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association. The general meeting of shareholders is the authority of the company and exercises 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 or other securities and listing;
(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） Review and approve the guarantee matters specified in Article 42 of the articles of Association;
（13） To review the purchase and sale of major assets or the amount of guarantee of the company within one year that exceeds 30% of the company’s total audited assets in the latest period;
（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） To decide on the acquisition of the company’s shares due to the circumstances specified in items (I), (II) and (IV) of Article 24 of the articles of Association;
（17） 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.
Article 5 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders:
(I) 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;
(II) any guarantee provided after the company’s total external guarantee reaches or exceeds 30% of the latest audited total assets;
(III) the guarantee amount of the company within one year exceeds 30% of the company’s total assets audited in the latest period; (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 company’s latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their affiliates.
The above guarantee matters shall be submitted to the general meeting of shareholders for deliberation and approval. For the guarantee matters within the authority of the board of directors, in addition to the approval of more than half of all directors, it shall also be approved by more than two-thirds of the directors attending the meeting of the board of directors; The guarantee in Item (III) of the preceding paragraph shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
The party and its related parties shall provide counter guarantee. When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, the shareholders or shareholders controlled by the 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.
Chapter III convening and convening procedures of the general meeting of shareholders
Article 6 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. Article 7 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within two months:
(I) the number of directors is less than two-thirds of the number specified in the company law or the articles of Association;
(II) when the company’s outstanding losses reach one-third of the total paid in share capital;
(III) written request from shareholders who individually or jointly hold more than 10% of the company’s shares;
(IV) when the board of directors deems it necessary;
(V) when the board of supervisors proposes to hold a meeting;
(VI) other circumstances stipulated in the articles of association.
The number of shares held in Item (3) above shall be subject to the number of shares held on the date when the shareholder makes a written request.
If the board of directors fails to convene the extraordinary general meeting of shareholders within the prescribed time limit under the circumstances specified in items (1) and (2) above, the board of supervisors or shareholders may convene the extraordinary general meeting of shareholders on their own in accordance with the conditions and procedures specified herein. Article 8 if the company is unable to convene the general meeting of shareholders within the time limit specified in Articles 6 and 7 of these rules, it shall report to the dispatched office of the CSRC and the stock exchange where the company’s shares are listed and traded (hereinafter referred to as the “Stock Exchange”), explain the reasons and make a public announcement.
Article 9 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.
Article 10 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Articles 6 and 7 of these rules.
Article 11 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 five 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.
Article 12 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 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.
The general meeting of shareholders convened by the board of supervisors shall be presided over by the chairman of the board of supervisors. If 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.
Article 13 shareholders who individually or jointly hold more than 10% of the company’s shares (hereinafter referred to as “proposing shareholders”) 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 proposing shareholder shall ensure that the contents of the proposal comply with the provisions of laws, administrative regulations and the articles of association. For the written proposal of the proposing shareholder to convene the general meeting of shareholders, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, feed back the written feedback of agreeing or not agreeing to convene the extraordinary general meeting of shareholders to the proposing shareholder within 10 days after receiving the above written 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 proposing shareholder.
If the board of Directors considers that the proposal of the proposing shareholder violates the provisions of laws, administrative regulations and the articles of association, it shall make a decision not to agree to convene the extraordinary general meeting of shareholders and notify the proposing shareholder of its feedback. 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 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 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 five days after receiving the request. Any change to the original request in the notice shall be approved by the proposing shareholder.
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.
The general meeting of shareholders convened by the shareholders themselves shall be presided over by the representative elected by the convener.
Article 14 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 stock exchange for the record.
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%, and it is promised that the shareholding ratio shall not be less than 10% of the total share capital of the company from the date of the proposed general meeting of shareholders to the date of the general meeting of shareholders. 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 Issuing the announcement of the resolution of the general meeting of shareholders.
Article 15 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 shall cooperate, provide necessary support and timely perform the obligation of information disclosure. 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 16 for the shareholders’ meeting convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company.
Article 17 shareholders or their agents registered on the equity registration date shall have the right to attend the general meeting of shareholders. And exercise voting rights in accordance with relevant laws, administrative regulations and the articles of association.
Article 18 the place where the company holds the general meeting of shareholders is the place of domicile of the company or other suitable places listed in the notice of the general meeting of shareholders.
The general meeting of shareholders of the company will be held in the form of on-site meeting. The company will also provide online voting 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 19 Unless otherwise provided in these rules, the general meeting of shareholders shall be convened by the board of directors and presided over by the chairman of the board of directors. If the chairman or more than half of the vice directors are unable to perform their duties, the chairman or more than half of the vice directors cannot perform their duties.
Article 20 when the company holds the annual general meeting of shareholders, the board of directors shall notify all shareholders 20 days before the meeting (excluding the day of the meeting). When the company holds an extraordinary general meeting of shareholders, the board of directors shall notify all shareholders 15 days before the meeting (excluding the day of the meeting).
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 notify all shareholders at least two working days before the original date of the meeting and explain the reasons.
Article 21 shareholders may attend the shareholders’ meeting in person or entrust agents to attend and vote on their behalf. The agent shall submit the power of attorney to the company and exercise the voting right within the scope of authorization.
The power of attorney shall specify the following contents:
(I) name of agent;
(II) whether it has the right to vote;
(III) instructions to vote for, against or abstain from voting on each item included in the agenda of the general meeting of shareholders;
(IV) date of issuance and term of validity of the power of attorney;
(V) signature (or seal) of the client. If the trustor is a non natural person shareholder, it shall affix the seal of the unit. If the trustor is a shareholder of a legal entity, it shall affix the seal of the legal entity.
The power of attorney shall specify whether the agent can vote according to his own will if the shareholder does not give specific instructions.
Article 22 If an individual shareholder attends the meeting in person, he / she shall present his / her ID card, shareholding certificate and stock account card; If an agent is entrusted to attend the meeting, the agent shall present his ID card, power of attorney and shareholding certificate. The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he / she shall present his / her ID card, the qualification certificate of the legal person shareholder unit, the qualification certificate of the legal representative and the certificate of shareholding; If an agent is entrusted to attend the meeting, the agent shall present his ID card, the qualification certificate of the institutional subject of the legal person shareholder unit, the qualification certificate of the legal representative, the power of attorney and shareholding certificate issued by the legal representative of the legal person shareholder unit according to law.
Article 23 when the company holds a general meeting of shareholders, it shall prepare a signature book of the persons attending the meeting. The signature book contains the name of the meeting (or unit name), the ID number and the place of legal residence.
