Hunan Aihua Group Co.Ltd(603989)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 These rules are formulated 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 (hereinafter referred to as the “Securities Law”), 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 Hunan Aihua Group Co.Ltd(603989) articles of association, in order to standardize the company’s behavior and ensure that the general meeting of shareholders exercises its functions and powers according to law.
Article 2 the company shall convene 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.
Article 3 the general meeting of shareholders is the authority of the company. It shall exercise the functions and powers specified in the company law, the rules for the general meeting of shareholders of listed companies, the articles of association and these rules in accordance with the law, and shall not interfere with the punishment of shareholders on their own rights.
Article 4 the general meeting of shareholders is composed of all shareholders of the company. The shareholders of the company are legal persons or natural persons who hold shares of the company according to law. When the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the equity, the board of directors or the convener of the general meeting of shareholders shall decide a certain date as the equity registration date, and the shareholders registered on the same day after the closing of the equity registration date are the shareholders of the company who enjoy relevant rights and interests. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. The company establishes the register of shareholders according to the certificates provided by the securities registration authority. Shareholders shall exercise their voting rights at the general meeting of shareholders according to the number of shares they hold on the equity registration date of the general meeting of shareholders.
Article 5 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 will be held in the form of on-site meetings, and shall adopt safe, economic and convenient networks and other ways to facilitate shareholders’ participation in the general meeting of shareholders in accordance with the provisions of the CSRC or the articles of association. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
Article 6 the general meeting of shareholders of the company 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 that the extraordinary general meeting of shareholders should be held as stipulated in the company law, the extraordinary general meeting of shareholders shall be held within 2 months.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the local 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 an announcement.
Article 7 the board of directors and its members, the board of supervisors and its members, and the shareholders of the company shall abide by the provisions of these rules in the proceedings of the general meeting of shareholders.
Article 8 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 functions and powers of the general meeting of shareholders
Article 9 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 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 10 of these rules;
（13） To review the purchase and sale of major assets by the company within one year that exceed 30% of the company’s latest audited total assets;
（14） Review the related party transactions with which the company intends to have a transaction amount (except for the guarantee provided by the company, the cash assets donated by the company, and the debt simply reduced or exempted from the obligations of the listed company) 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 transactions that must be approved by the general meeting of shareholders as stipulated in Article 11. If the total assets involved or the transaction amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months, the provisions of paragraph (13) above shall apply, regardless of whether the transaction object is related or not;
（16） To consider external donations with an accumulated amount of more than 50 million yuan in a fiscal year.
（17） Review and approve the change of the purpose of the raised funds;
（18） Review the equity incentive plan and employee stock ownership plan;
（19） 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 10 if the following external guarantees of the company fall into one of the following circumstances, they shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) 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;
(V) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other guarantees stipulated by the CSRC, Shanghai Stock Exchange or the articles of association.
The board of directors has the right to consider and approve external guarantees other than those that need to be approved by the general meeting of shareholders.
When the board of directors deliberates on the guarantee, in addition to being deliberated and approved by more than half of all directors, it shall also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors and approved by more than two-thirds of all independent directors. When the general meeting of shareholders deliberates the guarantee matters in Item (IV) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
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, and the voting shall be approved by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Article 11 if the transactions of the company (except for providing guarantee, financial assistance, receiving cash assets, debt relief and related party transactions) meet one of the following standards, they shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
(I) the total assets involved in the transaction (if the total assets involved in the transaction have 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 company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(III) the transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(IV) 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;
(V) 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;
(VI) 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 index calculation is negative, take its absolute value for calculation. All transactions related to the subscripts of the same transaction category shall not be included in the relevant cumulative calculation scope if they have performed the relevant review procedures in accordance with the provisions of the preceding paragraph in accordance with the principle of cumulative calculation within 12 consecutive months.
In case of any of the following transactions, the company may be exempted from submitting to the general meeting of shareholders for deliberation: (I) the company has transactions that do not involve consideration payment and do not have any obligations, such as receiving cash assets and obtaining debt relief; (II) the transactions of the company only meet the standards in Item (IV) or (VI) of the preceding paragraph, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan.
Matters not covered in these rules of procedure, such as the definition of the above transactions, the specific calculation methods and standards of transaction volume, shall be implemented in accordance with the stock listing rules of Shanghai Stock Exchange.
Article 12 If the financial assistance of the company falls into one of the following circumstances, it shall 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 company’s latest audited net assets;
(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.
The company shall not provide financial assistance to related persons, except for the case of providing financial assistance to related joint-stock companies not controlled by the controlling shareholder and actual controller of the company, and other shareholders of the joint-stock company provide financial assistance with the same conditions according to the proportion of capital contribution. If the company provides financial assistance to the affiliated joint-stock company specified in the preceding paragraph, in addition to being deliberated and approved by more than half of all non affiliated directors, it shall also be deliberated and approved by more than two-thirds of the non affiliated directors attending the board meeting and submitted to the general meeting of shareholders for deliberation.
If laws, regulations, departmental rules and the approval authority of the CSRC and Shanghai Stock Exchange have special provisions on the above matters, they shall be implemented in accordance with laws, regulations, departmental rules and the relevant provisions of the CSRC and Shanghai Stock Exchange.
Chapter III convening of the general meeting of shareholders
Article 13 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 6 of these rules.
Article 14 the independent board of directors has the right to propose to convene the 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 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.
Article 15 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 to agree or disagree to convene 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 5 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.
Article 16 shareholders who individually or jointly hold more than 10% of the company’s shares have the right to request the board of directors to convene an extraordinary general meeting of shareholders, and shall submit it 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 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 shareholders individually or jointly holding 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 5 days after receiving the request. Any change to the original request in the notice shall be approved by the relevant shareholders.
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.
Article 17 the board of supervisors or shareholders decide to convene shareholders’ meetings on their own
