Changchai Company Limited(000570) rules of procedure of the general meeting of shareholders (it has been deliberated and adopted at the 12th meeting of the ninth session of the board of directors and needs to be submitted to the general meeting of shareholders in 201 for deliberation and approval)
April 13, 2022
catalogue
Chapter I General Provisions Chapter II functions and powers of the general meeting of shareholders Chapter III convening of the general meeting of shareholders Chapter IV proposal and notice of the general meeting of shareholders Chapter V convening of the general meeting of shareholders Chapter VI voting and resolutions of the general meeting of shareholders Chapter VII records and announcements of the general meeting of shareholders 13 Chapter VIII Supplementary Provisions fourteen
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 (hereinafter referred to as the rules for the general meeting of shareholders) and the articles of association in order to safeguard the legitimate rights and interests of shareholders, standardize the behavior of the company 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, departmental 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 and the articles of association.
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 from time to time. Under any of the following circumstances, the extraordinary general meeting of shareholders shall be held within 2 months: (I) when the number of directors is less than 6;
(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 in 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 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 5 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, the articles of association and these rules of procedure;
(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 6 the general meeting of shareholders shall exercise the following 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） Review and approve the company’s external guarantee under any of the following circumstances:
1. Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 10% of the latest audited net assets;
2. Any guarantee provided after the total amount of external guarantee of the company exceeds 10% of the total assets audited in the latest period;
3. The guarantee amount of the company within one year exceeds 10% of the company’s latest audited total assets;
4. The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
5. The amount of a single guarantee exceeds 5% of the latest audited net assets of the listed company;
6. Other guarantees stipulated by the CSRC, Shenzhen Stock Exchange or the articles of association. When the general meeting of shareholders deliberates the guarantee matters in Item 3 of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
（13） Review the purchase and sale of major assets that meet one of the following standards: 1. The total assets involved in the purchase and sale of major assets account for more than 30% of the total audited assets of the company in the latest period;
2. The net assets involved in the purchase and sale of major assets (such as equity) accounted for the most recent period of the company
3. The operating income related to the purchase and sale of major assets (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the listed company in the latest fiscal year;
4. The net profit related to the purchase and sale of major assets (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year;
5. The transaction amount of foreign investment within one year (including debts and expenses) accounts for more than 50% of the company’s latest audited net assets;
6. The profits from the purchase and sale of major assets account for more than 50% of the audited net profits of the listed company in the latest fiscal year.;
（14） Review and approve the foreign investment that meets one of the following standards: 1. The total assets involved in foreign investment within one year account for more than 50% of the company’s total assets audited in the latest period;
2. The net assets involved in foreign investment (such as equity) within one year account for more than 50% of the latest audited net assets of the listed company;
3. The operating income related to foreign investment (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the listed company in the latest fiscal year;
4. The net profit related to foreign investment (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year;
5. The transaction amount of foreign investment within one year (including debts and expenses) accounts for more than 50% of the company’s latest audited net assets;
6. The profit generated by foreign investment accounts for more than 50% of the audited net profit of the listed company in the latest fiscal year.
（15） Review and approve the company’s total investment in its own projects accounting for more than 50% of the company’s latest audited net assets;
（16） Review and approve asset mortgage matters that meet one of the following standards:
1. The total assets involved in asset mortgage account for more than 50% of the company’s latest audited total assets;
2. The net assets involved in asset mortgage are more than 50% lower than the latest audited net assets of the company.
（17） Review and approve the entrusted financial management matters whose amount accounts for more than 50% of the company’s latest audited net assets;
（18） Review and approve related party transactions that meet one of the following standards:
1. The transaction amount with related natural persons exceeds 3 million yuan;
2. Related party transactions with related legal persons with a transaction amount of more than 30 million yuan and accounting for more than 5% of the company’s latest audited net assets;
3. The profits from related party transactions account for more than 50% of the audited net profits of the listed company in the latest fiscal year.
（20） Review and approve the change of the purpose of the raised funds;
（21） Review the equity incentive plan and employee stock ownership plan;
（19） Deliberating and approving the donation of the company with an accumulated amount of more than 5 million yuan within one year; （22） 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.
Chapter III 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 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 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 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 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 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 11 Where 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 report to the dispatched office of the CSRC and the stock exchange where the company is located for the record.
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 and the convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC and the stock exchange where the company is located 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. If the board of directors fails to provide the register of shareholders, the convener may apply to the securities registration and clearing institution for acquisition by holding the relevant announcement of the notice of convening the general meeting of shareholders. The register of shareholders shall not be used for any purpose other than that of the convener of 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 IV proposal and notice of shareholders’ meeting
Article 14 the content of the proposal of the general meeting of shareholders shall fall within the scope of 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 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 announce 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. According to the requirements of the proposal, if the company implements online voting, after issuing the notice of the general meeting of shareholders, it shall announce the notice of the general meeting of shareholders again within 3 days after the date of equity registration.
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 the independent directors, the opinions and reasons of the 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 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:
(I) education background, work experience, part-time job and other personal information;
(II) whether there is any relationship with the company or its controlling shareholders and actual controllers;
(III) disclose the number of shares held by the listed company;
(IV) 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 19 the notice of the shareholders’ meeting shall specify the time and place of the meeting and determine the date of equity registration.
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.
Article 20 after the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed without justified reasons
