Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Rules of procedure of the general meeting of shareholders
(revised in 2022)
Chapter I General Provisions
Article 1 Purpose
In order to protect the rights and interests of the company and shareholders, standardize the convening, convening and voting mechanism of the company's general meeting of shareholders, and ensure that all shareholders of the company fairly and legally exercise shareholders' rights and perform shareholders' obligations, 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"), relevant national laws, regulations and normative documents The business rules of Shenzhen Stock Exchange and the articles of association formulate the rules of procedure of Sichuan Kelun Pharmaceutical Co.Ltd(002422) shareholders' meeting (hereinafter referred to as "the rules").
Article 2 effectiveness
From the effective date, these rules have become a legally binding document to regulate the organization and behavior of the company's general meeting of shareholders and the rights and obligations of the company's shareholders.
Chapter II shareholders
Article 3 share custody
The company handles share custody in China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as "securities registration company") in accordance with the law. The company will regularly query the information of major shareholders according to the share custody agreement signed with the securities registration company and timely grasp the equity structure of the company.
The company establishes a register of shareholders based on the certificates provided by the securities registration company. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
The Secretary of the board of directors and the securities affairs representative of the company shall be responsible for the inquiry of shareholders' information.
Article 4 share registration
The shareholders of the company shall register their shares in the securities registration company according to law. Except for the shareholders who hold the shares issued before the company's public offering of shares, other shareholders shall become legal shareholders of the company from the date of registration. Article 5 equity registration date
When the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date and announce it according to law. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
When the company holds a general meeting of shareholders, the interval between the date of equity registration and the date of the meeting shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Chapter III Rights and obligations of shareholders
Article 6 shareholders' rights
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders' agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 7 ordinary proposal right
(I) when the company holds a general meeting of shareholders, the following persons or institutions have the right to put forward proposals:
1. The board of directors;
2. Board of supervisors;
3. Shareholders who individually or jointly hold more than 3% of the total shares of the company.
(II) the shareholders' proposal shall meet the following conditions:
1. The content does not conflict with the provisions of laws, regulations and the articles of association, and belongs to the business scope of the company and the responsibilities of the general meeting of shareholders;
2. There are clear topics and specific resolutions;
3. Submit or serve on the board of directors in writing.
(III) submission procedure
1. 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 ten days before the general meeting of shareholders; The convener shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal and announce the contents of the interim proposal.
2. Except for the circumstances specified in 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.
3. For proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of the articles of association, the general meeting of shareholders shall not vote and make resolutions.
Article 8 nomination right of directors and supervisors
(I) shareholders who hold or jointly hold more than 3% of the total shares have the right to nominate directors and supervisors and have the right to nominate candidates for directors and supervisors; However, candidates for independent directors shall be implemented in accordance with the relevant provisions of laws, administrative regulations and departmental rules.
(II) in addition to adopting the cumulative voting system to elect directors and supervisors, each candidate for directors and supervisors shall submit a single proposal, and the proposal submission procedure shall comply with the relevant provisions of Article 7 of these rules.
(III) shareholders shall not nominate persons who do not have the qualifications of directors and supervisors according to law or the articles of association as candidates for directors and supervisors, otherwise the board of directors has the right not to submit them to the general meeting of shareholders for deliberation.
(IV) while nominating the list of candidates for directors and supervisors, the shareholders shall submit the resume of the candidate to the convener. 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 details 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 any relationship with the company or its controlling shareholder and actual controller;
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.
Article 9 the right to propose the convening of the extraordinary general meeting of shareholders
Independent directors, shareholders who individually or jointly hold more than 10% of the total shares of the company (hereinafter referred to as "proposing shareholders"), the board of supervisors or the board of directors have the right to propose to convene an extraordinary general meeting of shareholders and have the right to convene an extraordinary general meeting of shareholders under special circumstances. The convening conditions and procedures shall be implemented in accordance with Articles 17 and 21 of these rules.
Article 10 obligations of shareholders
The shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and the articles of Association;
(II) pay the share capital in accordance with the shares subscribed and the method of participation;
(III) the company shall not withdraw its shares except under the circumstances prescribed by laws and regulations;
(IV) not abuse the rights of shareholders to damage the interests of the company or other shareholders; The independent status of the company's legal person and the limited liability of shareholders shall not be abused to damage the interests of the company's creditors; Where a shareholder of a company abuses his rights and causes losses to the company or other shareholders, he shall be liable for compensation according to law.
Where the shareholders of the company abuse the independent status of the company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of the creditors of the company, they shall be jointly and severally liable for the debts of the company.
(V) other obligations required by laws, administrative regulations and the articles of association.
Article 11 notification obligation
If a shareholder holding more than 5% of the issued shares of the company and its actual controller have an interest in the change of shares involving the acquisition or the change of share interests specified in the securities law and the administrative measures for the acquisition of listed companies, the shareholder, actual controller and other relevant information disclosure obligors shall notify the company in writing in a timely manner. If a shareholder holding more than 5% of the voting shares of the company pledges his shares, he shall give a written notice to the company within the day of the fact.
Article 12 obligations of controlling shareholders
The controlling shareholders and actual controllers of the company shall have the obligation of good faith to the company and the social public shareholders of the company. The controlling shareholders shall strictly exercise the rights of investors according to law. The controlling shareholders shall not damage the legitimate rights and interests of the company and public shareholders by means of related party transactions, profit distribution, asset reorganization, foreign investment, capital occupation, loan guarantee, etc., and shall not use their control position to damage the interests of the company and public shareholders. In addition to the above obligations, the controlling shareholders of the company also have the following obligations:
(I) the controlling shareholders of the company shall not make decisions detrimental to the legitimate rights and interests of the company or other shareholders when exercising their voting rights.
(II) when the general meeting of shareholders considers the related party transactions to be conducted between the company and the controlling shareholders, the controlling shareholders shall withdraw from voting according to law.
(III) the controlling shareholder shall try to avoid horizontal competition with the company. If it is really unavoidable, appropriate measures shall be taken to protect the interests of the company from material damage due to horizontal competition.
Chapter IV functions and powers of the general meeting of shareholders
Article 13 functions and powers of the general meeting of shareholders
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 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） Deliberating and approving the guarantee matters to be deliberated by the general meeting of shareholders as stipulated in the articles of Association;
（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 and approve the change of the purpose and implementation mode of the raised funds, the supplement of working capital with idle raised funds exceeding 10% of the net raised funds, and the company's use of surplus raised funds (including interest income) exceeding 10% of the net raised funds;
（15） Review the equity incentive plan and employee stock ownership plan;
（16） Review major asset restructuring;
（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.
Article 14 the authorization of the general meeting of shareholders to the board of directors on foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other transactions shall be implemented in accordance with the provisions of the articles of association. Chapter V convening and procedure of shareholders' meeting
Article 15 shareholders' meeting
The general meeting of shareholders of the company is divided into annual general meeting and extraordinary general meeting.
Article 16 convening of annual general meeting of shareholders
(I) 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.
(II) 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 the stock exchange where the company's shares are listed and traded, explain the reasons and make an announcement.
Article 17 convening of extraordinary general meeting of shareholders
Under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence: (I) when the number of directors is less than 5 or 2 / 3 of the total number of directors specified in the articles of Association;
(II) when the company's outstanding losses reach 1 / 3 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, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
The number of shares held in Item 3 above shall be calculated according to the date on which the shareholder puts forward a written request.
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 where the company is located and the stock exchange where the company's shares are listed for trading, explain the reasons and make an announcement.
Article 18 work report of the board of directors and the board of supervisors
At the annual general meeting of shareholders, the board of directors and the board of supervisors shall report to the general meeting of shareholders on their work in the past year, and each independent director shall also report on his work.
Article 19 convening method
The general meeting of shareholders of the company shall set up a venue and be held in the form of combination of on-site meeting and online voting. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present. The place where the general meeting of shareholders is held is the domicile of the company or the place determined in the notice of the meeting.
When attending the general meeting of shareholders, the shareholders' identity shall be provided by the online authentication institution. The company shall clearly specify the voting time and voting procedures by network or other means in the notice of the general meeting of shareholders. The starting time of online voting or other means of voting at the general meeting of shareholders shall not be earlier than 3:00 p.m. on the day before the on-site general meeting of shareholders, and shall not be later than 9:30 a.m. on the day when the on-site general meeting of shareholders is held, and its ending time shall not be earlier than 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
Article 20 convening and presiding over the meeting
(I) 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 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 does not agree to convene an extraordinary general meeting of shareholders, it will explain the reasons and make a public announcement.
(II) 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 will 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 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 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 the call
