Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Measures for the administration of separate counting of votes by small and medium-sized investors
Chapter I General Provisions
Article 1 in order to further promote the scientific decision-making on major issues of Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as “the company”) and fully guarantee the small and medium-sized investors to exercise their rights according to law, according to the relevant requirements of several opinions on further promoting the healthy development of the capital market, opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market and Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) articles of Association (hereinafter referred to as “the articles of association”), These measures are formulated in combination with the actual situation of the company.
Article 2 the term “small and medium-sized investors” as mentioned in these Measures refers to shareholders other than the following shareholders:
(I) directors, supervisors and senior managers of the listed company;
(II) shareholders who individually or jointly hold more than 5% (including this number) shares of the listed company.
Chapter II Scope of application of separate counting
Article 3 when the matters to be considered by the general meeting of shareholders involve the interests of all shareholders and the development of the company, especially the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted and disclosed separately, including but not limited to the following matters:
(I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers;
(IV) formulation, adjustment, decision-making procedures, implementation and information disclosure of the company’s cash dividend policy, and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors;
(V) related party transactions that need to be disclosed, providing guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, providing financial assistance, changing the purpose of raised funds, the company’s independent change of accounting policies, stock and Derivative Investment and other major matters;
(VI) the company’s shareholders, actual controllers and their affiliated enterprises’ existing or new loans or other capital transactions with a total amount of more than 3 million yuan and more than 5% of the company’s recently audited net asset value, and whether the company has taken effective measures to recover the arrears;
(VII) major asset restructuring plan and equity incentive plan;
(VIII) the company plans to decide that its shares will no longer be traded in Shenzhen Stock Exchange, or apply for trading or transfer in other trading places instead;
(IX) matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
(x) other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
Chapter III counting procedures
Article 4 the shareholders’ meeting of the company adopts the combination of on-site voting and online voting. Small and medium-sized investors can choose either on-site voting or online voting to vote on the matters considered by the general meeting of shareholders. If the same shareholder account votes repeatedly in multiple ways, the voting result of the general meeting of shareholders shall be subject to the first valid voting result.
Article 5 when the matters considered by the general meeting of shareholders of the company include the matters of separate vote counting specified in Article 3, the separate vote counting for small and medium-sized investors shall comply with the following provisions:
(I) when the company holds the on-site general meeting of shareholders, the information of small and medium-sized investors participating in the meeting (including name, number of voting shares and shareholding ratio) shall be registered separately;
(II) when the chairman of the general meeting of shareholders announces the number of shareholders and agents attending the meeting and the total number of voting shares held, the attendance of small and medium-sized investors shall be announced separately;
(III) when small and medium-sized investors participate in the on-site voting of the general meeting of shareholders, the chairman of the meeting shall designate at least one small and medium-sized investor to participate in the vote monitoring and counting of the votes of the general meeting of shareholders together with lawyers, supervisor representatives and other shareholder representatives. Shareholders who vote online can check their voting results through the corresponding voting system; (IV) when announcing the voting results of the general meeting of shareholders, special tips shall be given on the number of approval votes, opposition votes, abstention votes and the proportion of approval votes of small and medium-sized investors in the total number of voting shares held by shareholders attending the meeting;
(V) the minutes and resolutions of the general meeting of shareholders shall indicate whether there are any major matters affecting the interests of small and medium-sized investors in the matters considered at this meeting. If yes, the number of small and medium-sized investors and agents attending the meeting, the number of voting shares held and their proportion in the total number of voting shares of the company, and the voting of small and medium-sized investors on their separate vote counting matters shall be separately stated.
In the minutes of the general meeting of shareholders, the reasons (if any) for small and medium-sized investors to vote against their separate voting matters shall be recorded.
The witness lawyer of the general meeting of shareholders shall express opinions on the separate counting of votes of small and medium-sized investors participating in the on-site voting. Chapter IV information disclosure
Article 6 the company shall specify in the notice of the general meeting of shareholders disclosed the matters of separate vote counting of small and medium-sized investors, the combination of on-site voting and online voting, and make a clear description of the online voting operation process.
Article 7 the announcement of the resolution of the general meeting of shareholders that adopts the separate counting of votes by small and medium-sized investors shall also state:
(I) matters for which separate vote counting is adopted by small and medium-sized investors in this general meeting of shareholders;
(II) the shareholders’ meeting adopts the combination of on-site voting and online voting; The attendance of small and medium-sized investors at the general meeting of shareholders, including the number of small and medium-sized investors and agents present, the number of voting shares held and their proportion in the total number of voting shares of the company;
(III) the deliberation and voting of small and medium-sized investors on their separate vote counting matters, including the way of deliberation and voting, the number of affirmative votes, negative votes and abstention votes on relevant proposals, in which the number of affirmative votes accounts for the proportion of the total voting shares held by shareholders attending the meeting.
Article 8 the legal opinion of the general meeting of shareholders disclosed by the company shall include the opinions of lawyers on the separate counting of votes of small and medium-sized investors.
Chapter V supplementary provisions
Article 9 after these measures come into force, if the Shenzhen Stock Exchange adjusts the interval classification standards for separate vote counting and disclosure of the voting situation of small and medium-sized investors, the newly adjusted standards shall prevail.
Article 10 matters not covered in these Measures shall be implemented in accordance with relevant laws, regulations, normative documents, articles of association and other relevant provisions.
Article 11 the power of interpretation of these measures belongs to the board of directors of the company.
Article 12 these Measures shall come into force as of the date of deliberation and adoption by the board of directors of the company, and the same shall apply when amending Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) board of directors
March 2022
