Zhongyin Babi Food Co.Ltd(605338)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of shareholders, further clarify the responsibilities and authorities of the general meeting of shareholders of Zhongyin Babi Food Co.Ltd(605338) (hereinafter referred to as the “company”), standardize its organization and behavior, and ensure the lawful exercise of functions and powers of the general meeting of shareholders and the normal order and efficiency of proceedings of the general meeting of shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) These rules are formulated in accordance with the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the Zhongyin Babi Food Co.Ltd(605338) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 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 3 the company shall, in strict accordance with the relevant provisions of laws, administrative regulations, the articles of association and these rules, ensure the normal convening of the general meeting of shareholders and the exercise of its functions and powers 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 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. Under any of the following circumstances, the extraordinary general meeting of shareholders shall be held within 2 months from the date of occurrence:
（1） The number of directors is less than the minimum number specified in the company law or less than 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） At the 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;
（6） Other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association. Article 5 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 6 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:
（1） Whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, these rules and the articles of Association;
（2） Whether the qualifications of the participants and the convener are legal and valid;
（3） Whether the voting procedures and results of the meeting are legal and valid;
（4） Legal opinions on other relevant issues at the request of the company.
Chapter II convening of the general meeting of shareholders
Article 7 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 4 of these rules.
Article 8 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 make a resolution of the board of directors and issue a notice of convening the general meeting of shareholders within 5 days; If the board of directors does not agree to convene an extraordinary general meeting of shareholders, it shall explain the reasons and notify all directors, supervisors and shareholders.
Article 9 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 make a resolution of the board of directors and issue a notice of convening the general meeting of shareholders within 5 days. 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 10 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 make a resolution of the board of directors and send a notice of convening the general meeting of shareholders within 5 days. 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 11 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 file with the stock exchange at the same time.
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%.
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 the announcement of the resolution of the general meeting of shareholders.
Article 12 the board of directors and the Secretary of the board of directors shall cooperate with the general meeting of shareholders convened by the board of supervisors or shareholders. The board of directors shall provide the register of shareholders on the date of equity registration. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders.
Article 13 for the shareholders’ meeting convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company.
Chapter III proposal and notice of shareholders’ meeting
Article 14 the contents of the proposal shall fall within the scope of the functions and powers of the general meeting of shareholders, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and the articles of association.
Article 15 when the company holds a general meeting of shareholders, the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the shares of the company have the right to put forward proposals to the company.
Shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the shareholders’ meeting. The convener shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal, and indicate the contents of the interim proposal.
In addition to the provisions of the preceding paragraph, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals after issuing the notice of the general meeting of shareholders.
For proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 14 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 16 the convener shall notify all shareholders in the form of announcement 20 days before the annual shareholders’ meeting is held, and the extraordinary shareholders’ meeting shall notify all shareholders in the form of announcement 15 days before the meeting is held. Before the company is listed, the convener may also notify by mail or other means. When calculating the starting period, the company shall not include the date of the meeting.
Article 17 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific contents of all proposals and all materials or explanations required to enable shareholders to make reasonable judgment on the matters to be discussed. If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors shall be disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
Article 18 the notice of the shareholders’ meeting shall include the following contents:
（1） Time, place and duration of the meeting;
（2） Matters and proposals submitted to the meeting for consideration;
（3） Explain in obvious words: all shareholders have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder’s agent does not need to be
（4） The equity registration date of shareholders entitled to attend the general meeting of shareholders (the interval between the equity registration date and the meeting date shall not be more than 7 working days, and the equity registration date shall not be changed once confirmed);
（5） Name and telephone number of permanent contact person for conference affairs;
（6） Voting time and procedures by network or other means.
Article 19 Where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders shall fully disclose the detailed information of the candidates for directors and supervisors, including at least the following contents:
（1） Education background, work experience, part-time job and other personal information;
（2） Whether there is a related relationship with the company or its controlling shareholders and actual controllers;
（3） Disclose the number of shares held by the company;
（4） Whether they have been punished by the CSRC and other relevant departments and the stock exchange.
In addition to adopting the cumulative voting system to elect directors and supervisors, each candidate for directors and supervisors shall be proposed in a single proposal.
Article 20 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 and explain the reasons at least 2 working days before the scheduled date.
Chapter IV convening of the general meeting of shareholders
Article 21 the company shall convene the general meeting of shareholders at the company’s domicile or at the place specified in the articles of association. The general meeting of shareholders shall set up a venue and be held in the form of on-site meeting, and shall provide convenience for shareholders to participate in the general meeting of shareholders through safe, economic and convenient network or other means in accordance with laws, administrative regulations, 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 22 all 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, regulations and the articles of association.
Shareholders may attend the shareholders’ meeting in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization.
Article 23 the starting time of online or other voting at the general meeting of shareholders shall not be earlier than the on-site general meeting of shareholders
