Shenzhen Cotran New Material Co.Ltd(300731) rules of procedure of general meeting of shareholders
April 2022
catalogue
Chapter I General Provisions Chapter II general provisions of the general meeting of shareholders Chapter III convening of general meeting of shareholders Chapter IV proposal and notice of the general meeting of shareholders 9 Chapter V convening of the general meeting of shareholders Chapter VI voting and resolutions of the general meeting of shareholders Chapter VII authorization of the general meeting of shareholders to the board of Directors 26 Chapter VIII modification of rules 26 Chapter IX Supplementary Provisions twenty-seven
Shenzhen Cotran New Material Co.Ltd(300731)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to regulate the behavior of Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as “the company”) and ensure the general meeting of shareholders to exercise 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 (hereinafter referred to as “the securities law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as “the rules for the general meeting of shareholders”) and other laws and regulations These rules are formulated in accordance with the provisions of departmental rules and normative documents and Shenzhen Cotran New Material Co.Ltd(300731) articles of Association (hereinafter referred to as the articles of association) and in combination with the actual situation of the company.
Article 2 the company shall hold 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 shall exercise its functions and powers within the scope specified in the company law, the articles of association and these rules.
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 convened irregularly. Under any of the following circumstances, the company shall convene the extraordinary general meeting of shareholders within 2 months from the date of occurrence:
(I) the number of the board 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) at the request of shareholders who individually or jointly hold more than 10% of the shares of the company;
(IV) when the board of directors deems it necessary;
(V) when the board of supervisors proposes to hold a meeting;
(VI) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the dispatched office of the CSRC and Shenzhen stock exchange where the company is located, explain the reasons and make an announcement.
Article 5 when convening a 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 general provisions of the general meeting of shareholders
Article 6 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 not held by employee 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 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） To consider and approve the guarantee matters specified in paragraph 2 of Article 7 of these rules;
（13） To examine and approve the financial assistance matters stipulated in Article 8 of these rules;
（14） Deliberating and approving the transactions specified in Article 9 of these rules;
（15） Review the matters that the company has purchased or sold more than 30% of the company’s latest audited total assets in 12 consecutive months;
（16） Review and approve the related party transactions (except the provision of guarantee) in which the transaction amount between the company and related parties accounts for more than 5% of the absolute value of the company’s latest audited net assets and the absolute amount exceeds 30 million yuan; （17） To consider the acquisition of shares of the company due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of Association;
（18） Review and approve the change of the purpose of the raised funds;
（19） Review the equity incentive plan and employee stock ownership plan;
（20） The general meeting of shareholders of the company may authorize or entrust the board of directors to handle the matters authorized or entrusted by it; （21） 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.
Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, etc., may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with the provisions of this article.
Article 7 the company shall not provide external guarantee without the approval of the board of directors or the general meeting of shareholders.
The following external guarantees of the company 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 external guarantee of 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) the guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
(V) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
(VI) guarantees provided to shareholders, actual controllers and their related parties.
(VII) other guarantees stipulated by Shenzhen Stock Exchange or the articles of association.
If the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which belongs to the circumstances in items (I) to (IV) above, it may be exempted from being submitted to the general meeting of shareholders for deliberation.
When the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors. When the general meeting of shareholders deliberates the guarantee matters in Item (V) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
If the company provides guarantee for related parties, it shall disclose it in time after the deliberation and approval of the board of directors and submit it to the general meeting of shareholders for deliberation. If the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, such shareholders or shareholders controlled by such actual controllers shall not participate in the voting; If the general meeting of shareholders considers the guarantee matters in Item (V) of paragraph 2 of this article, which involves providing guarantee for shareholders, actual controllers and their related parties, the vote shall be adopted by more than 2 / 3 of the voting rights held by other shareholders attending the general meeting of shareholders; If the general meeting of shareholders considers the guarantee matters other than item (V) of paragraph 2 of this article, which involves providing guarantee for shareholders, actual controllers and their related parties, the vote shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Article 8 in case of any of the following circumstances, the financial assistance shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the latest audited asset liability ratio of the funded object exceeds 70%;
(II) the amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company’s latest audited net assets;
(III) other circumstances stipulated by the CSRC, Shenzhen Stock Exchange or the articles of association.
If the object of subsidy is a holding subsidiary within the scope of the company’s consolidated statements and the shareholding ratio exceeds 50%, the provisions of the preceding paragraph shall be exempted.
Article 9 Where the transactions of the company (except the provision of guarantee, financial assistance and related party transactions) meet one of the following standards, they shall also 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 account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluated value, the higher one shall be taken as the calculation basis;
(II) 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;
(III) 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;
(IV) 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;
(V) 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.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Unless otherwise specified in laws, regulations and normative documents such as providing guarantee and entrusted financial management, when the company conducts transactions related to the same category and subject matter, the above provisions shall be applied in accordance with the principle of cumulative calculation for 12 consecutive months. Those who have performed relevant decision-making procedures in accordance with the provisions of these rules will not be included in the relevant cumulative calculation scope.
If the transactions of the company only meet the standards of item (III) or (V) of this article, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan, it may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with the provisions of this article.
The transactions referred to in these rules include the following matters:
(1) Purchase or sale of assets;
(2) Foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
(3) Provide financial assistance (including entrusted loans);
(4) Provide guarantee (including guarantee for holding subsidiaries);
(5) Leased in or leased out assets;
(6) Signing of entrustment contract and operation management;
(7) Donated or donated assets;
(8) Reorganization of creditor’s rights or debts;
(9) Transfer of research and development projects;
(10) Sign the license agreement;
(11) Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
(12) Other transactions recognized by Shenzhen Stock Exchange.
The following activities do not belong to the matters specified in the preceding paragraph:
(1) Purchase of raw materials, fuel and power related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
(2) Selling products, commodities and other assets related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
(3) Although the transactions specified in the preceding paragraph are carried out, they belong to the main business activities of the company.
Article 10 the place where the company holds the general meeting of shareholders is the place of domicile of the company or the place listed in the notice of the general meeting of shareholders.
The general meeting of shareholders shall set up a venue and be held in the form of on-site meeting. The time and place of the on-site meeting shall be convenient for shareholders to attend. After the notice of the general meeting of shareholders is issued, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without justified reasons. If it is really necessary to change, the convener shall announce and explain the reasons at least 2 working days before the date of the 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.
Chapter III convening of general meetings of shareholders
Article 11 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 12 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. When the board of directors of the company receives the proposal of independent directors on convening the general meeting of shareholders, it shall make a timely announcement, and put forward 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 will 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 disagrees with the convening of the extraordinary general meeting of shareholders, it shall explain the reasons and make a timely announcement, and hire a law firm to issue legal opinions on the relevant reasons and their legality and compliance and make an announcement.
Article 13 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. When the board of directors of the company receives the written proposal of the board of supervisors to convene the general meeting of shareholders, it shall make a timely announcement, and put forward 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. If the original proposal is changed in the notice, the consent of the board of supervisors shall be obtained. If the board of directors disagrees with the convening of the general meeting of shareholders, it shall make a timely announcement and say
