Swancor Advanced Materials Co., Ltd
Rules of procedure of the general meeting of shareholders (Document No.: shbo1001)
Rules of procedure of the general meeting of shareholders
Version: version A0 revision date: September 19, 2019 quality first, integrity for Wei, innovation for success, diligence and thrift for profit page: 1 / 17 quality products with in time service and innovation
Swancor Advanced Materials Co., Ltd
Rules of procedure of the general meeting of shareholders (Document No.: shbo1001)
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the shareholders of Swancor Advanced Materials Co.Ltd(688585) (hereinafter referred to as the “company”) and standardize the organization and behavior of the company, in accordance with the provisions of 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 and the Swancor Advanced Materials Co.Ltd(688585) Charter (hereinafter referred to as the “articles of association”), These rules are formulated with reference to the provisions of relevant laws, regulations and normative documents such as the standards for the governance of listed companies and the rules for the general meeting of shareholders of listed companies.
Article 2 the terms involved and matters not specified in these Rules shall be subject to the articles of association, and other rules of the company shall not be used as terms of interpretation and reference.
Article 3 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and other laws and regulations, normative documents and the articles of association, and shall not interfere with the disposal of shareholders’ rights.
Chapter II general provisions of the general meeting of shareholders
Article 4 the general meeting of shareholders is the authority of the company and the main way for shareholders to exercise their power according to law. Article 5 the general meeting of shareholders shall exercise the following functions and powers according to law:
（1） Decide on the company’s business policy and investment plan;
（2） Elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors;
（3） Review and approve the report of the board of directors;
（4） Review and approve the report of the board of supervisors;
（5） Review and approve the company’s annual financial budget plan and final account plan;
（6） Review and approve the company’s profit distribution plan and loss recovery plan;
（7） Make resolutions on the increase or decrease of the company’s registered capital;
（8） Make resolutions on the issuance of corporate bonds;
（9） Make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
（10） 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 6 of these rules;
（13） To review the purchase and sale of major assets within one year that exceed 30% of the latest audited total assets of the company;
（14） Review and approve the change of the purpose of the raised funds;
Version: version A0 revision date: March 30, 2022 quality products with in time service and innovation
Swancor Advanced Materials Co., Ltd
Rules of procedure of the general meeting of shareholders (Document No.: shbo1001)
（15） Review the equity incentive plan
（16） The transactions of the company (except for providing guarantee) meet one of the following standards:
1. The total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period;
2. The transaction amount of the transaction accounts for more than 50% of the market value of the company;
3. The net assets of the subject matter of the transaction (such as equity) in the latest fiscal year account for more than 50% of the market value of the company;
4. The operating income related to the subject matter of the transaction (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 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 exceeds 5 million yuan; 6. The net profit related to the subject matter of the transaction (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 more than 5 million yuan.
（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.
The term “transaction” as mentioned in these rules includes the following matters: (I) purchase or sale of assets; (II) foreign investment (purchase of silver)
Except for bank financial products); (III) transfer or transfer of R & D projects; (IV) sign a license agreement; (V) withdrawal
For guarantee; (VI) assets leased in or leased out; (VII) entrusted or entrusted management of assets and businesses; (VIII) gift or
The recipient’s donated assets; (IX) reorganization of creditor’s rights and debts; (x) provide financial assistance; （11） Shanghai Stock Exchange
Other transactions agreed.
If the transaction arrangement involves the consideration that may be paid or received in the future, it does not involve the specific amount or the amount determined according to the set conditions
The maximum amount is expected to be the transaction amount.
The above purchased and sold assets do not include the purchase of raw materials, fuels and power, as well as the sale of products, commodities and daily operations
Relevant assets, but those involving the purchase and sale of such assets in asset replacement are still included.
Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, can be exempted
It shall be submitted to the general meeting of shareholders for deliberation in accordance with the above provisions.
In addition to “providing guarantee” and “entrusted financial management”, similar transactions related to the transaction object of the company within 12 months,
The above provisions shall apply in accordance with the principle of cumulative calculation.
If the subject matter of the transaction is equity and meets the above standards, the company shall provide the review of the latest financial report of the subject matter of the transaction
Accounting report; If the subject matter of the transaction is non cash assets other than equity, an evaluation report shall be provided and submitted to the general meeting of shareholders for deliberation. The deadline of the audited financial report shall not exceed 6 months from the date of use of the audit report, and the evaluation base date of the evaluation report shall not be longer than
The period from the date of use of the evaluation report shall not exceed 1 year. The audit report and evaluation report shall be submitted by the competent securities and futures related enterprises
Version: A0 revision date: March 30, 2022 quality products with in time service and innovation
Swancor Advanced Materials Co., Ltd
Rules of procedure of the general meeting of shareholders (Document No.: shbo1001)
Issued by a qualified securities service institution.
Article 6 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders of the company:
（1） The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
（2） Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
（3） The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
（4） According to the principle of cumulative calculation of the guarantee amount for 12 consecutive months, the guarantee exceeds 30% of the company’s latest audited total assets;
（5） Guarantees provided to the company’s affiliates;
（6） Other guarantees stipulated by the Shanghai Stock Exchange or the articles of association.
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 the directors present
More than two-thirds of the directors at the board meeting agree. When the general meeting of shareholders deliberates on the guarantee matters in Item (IV) of the preceding paragraph, it must be approved
More than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their related parties, the shareholders may be controlled by the actual controllers
The voting right held by the shareholders shall not be dominated by other shareholders
By a majority.
Where the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties
Counter guarantee shall be provided.
The company provides guarantee for wholly-owned subsidiaries or guarantee for holding subsidiaries, and other shareholders of holding subsidiaries enjoy
If the same proportion of guarantee is provided for the rights and interests of the company without prejudice to the interests of the company, the application of items (I) to (I) of paragraph 1 of this article may be exempted
(III). The company shall summarize and disclose the aforesaid guarantees in the annual report and semi annual report.
Article 7 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 8 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence:
（1） The number of directors is less than the minimum quorum specified in the company law or 2 / 3 of the number specified in the articles of Association;
（2） When the company’s outstanding losses reach 1 / 3 of the total paid in share capital;
（3） The written request of shareholders who individually or jointly hold more than 10% of the shares of the company;
（4） When the board of directors deems it necessary;
（5） When the board of supervisors proposes to hold a meeting;
Version: A0 revision date: March 30, 2022 quality products with in time service and innovation
Swancor Advanced Materials Co., Ltd
Rules of procedure of the general meeting of shareholders (Document No.: shbo1001)
（6） Other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
The number of shares held in Item (III) above shall be calculated according to the date on which the shareholder puts forward a written request.
Article 9 if the company is unable to convene the general meeting of shareholders within the prescribed time limit, it shall report to the dispatched office of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the Shanghai stock exchange where the company is located, explain the reasons and make an announcement.
Article 10 when the company holds the general meeting of shareholders, it will hire a lawyer to give legal opinions on the following issues and make an announcement:
（1） Whether the convening and convening procedures of the meeting comply with laws, administrative regulations and the articles of Association;
