Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 Tong Petrotech Corp(300164) (hereinafter referred to as “the company”) formulates these rules of procedure in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and other relevant laws and regulations and the provisions of Tong Petrotech Corp(300164) articles of Association (hereinafter referred to as “the articles of association”) and in combination with the actual situation of the company in order to standardize the operation procedures of the general meeting of shareholders and ensure that the general meeting of shareholders exercises its functions and powers legally, orderly and efficiently.
Article 2 These Rules of procedure are applicable to the general meeting of shareholders of the company and are binding on the company, all shareholders, shareholders’ agents, directors, supervisors, President, other senior managers and other relevant personnel attending the general meeting of shareholders as nonvoting delegates
Article 3 the board of directors of the company shall strictly abide by the provisions of relevant laws and regulations on convening the general meeting of shareholders, and carefully and timely organize the general meeting of shareholders. All directors of the company shall be responsible for the normal convening of the general meeting of shareholders in good faith and shall not hinder the general meeting of shareholders from exercising its functions and powers according to law.
Shareholders who legally and effectively hold the company’s shares have the right to attend the shareholders’ meeting or entrust agents to attend the shareholders’ meeting, and enjoy various shareholders’ rights such as the right to know, the right to speak, the right to question and the right to vote according to law. Shareholders and shareholders’ agents attending the shareholders’ meeting shall abide by the provisions of relevant laws and regulations, the articles of association and these rules of procedure, consciously maintain the order of the meeting and shall not infringe on the legitimate rights and interests of other shareholders
Article 4 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and shall not interfere with the disposition of shareholders’ rights. The matters discussed and decided at the general meeting of shareholders shall be determined in accordance with the company law and the articles of association. The annual general meeting of shareholders may discuss any matter specified in the articles of association
Article 5 the Secretary of the board of directors of the company shall be responsible for the preparation and organization of the general meeting of shareholders
Article 6 the convening of the general meeting of shareholders shall adhere to the principle of simplicity and simplicity, and shall not give additional benefits to the shareholders (or shareholders’ agents) attending the meeting. The directors attending the meeting shall faithfully perform their duties, ensure the authenticity, accuracy and integrity of the contents of the resolution, and shall not use expressions that are easy to cause ambiguity
Chapter II functions and powers of the general meeting of shareholders
Article 7 the general meeting of shareholders is composed of all shareholders of the company and is the authority of the company.
The general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association, and shall not interfere with the disposal of shareholders’ rights
The matters discussed and decided by the general meeting of shareholders shall be determined in accordance with the provisions of the company law and the articles of association. Article 8 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） Review and approve the guarantee matters specified in Article 43 of 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 of the raised funds;
（15） Review the equity incentive plan;
（16） Review other matters that should be decided by the shareholders’ meeting according to laws, administrative regulations, departmental rules or the articles of association.
Article 9 the purchase or sale of assets (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation), foreign investment (including entrusted financial management, investment in subsidiaries, etc.), financial assistance (including entrusted loans, financial assistance to subsidiaries, etc.), guarantee (including guarantee to subsidiaries), lease in or lease out assets, The signing of management contracts (including entrusted operation, entrusted operation, etc.), the donation or receipt of assets, the reorganization of creditor’s rights or debts, the transfer of research and development projects, the signing of license agreements, the waiver of rights (including the waiver of preemptive right, preemptive right to subscribe capital contribution, etc.) and other transactions that meet the following standards shall be deliberated and decided by the general meeting of shareholders:
(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 assessed value, the higher one shall be taken as the calculation data;
(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.
The related party transactions between the company and related parties (except for the company’s cash assets and guarantees) with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets shall be deliberated and decided by the general meeting of shareholders.
Article 10 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the company’s total external guarantee reaches or exceeds 30% of the latest audited total assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(V) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
(VI) the guarantee amount exceeds 50% of the latest audited net assets of the company within 12 consecutive months, and the absolute amount exceeds 50 million yuan;
(VII) guarantee provided to shareholders, actual controllers and their related parties.
Chapter III shareholders’ meeting system
Article 11 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.
Article 12 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) the number of directors is less than 2 / 3 of the number specified in the company law or 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 or the articles of association.
The calculation of the shareholding ratio specified in Item (III) above shall be based on the date on which the shareholder puts forward a written request
Chapter IV convening of the general meeting of shareholders
Article 13 the general meeting of shareholders shall be convened by the board of directors according to law, unless otherwise stipulated in these rules of procedure. Article 14 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 shall explain the reasons.
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 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 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 proposal 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 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they must notify the board of directors in writing. 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%
Article 18 the board of directors and the Secretary of the board of directors will cooperate with the general meeting of shareholders convened by the board of supervisors or shareholders
Article 19 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 V proposals and notices of the general meeting of shareholders
Article 20 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 21 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.
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.
For proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 20 of these rules of procedure, the general meeting of shareholders shall not vote and make resolutions.
Article 22 the convener will notify all shareholders in writing 20 days before the annual general meeting, and the extraordinary general meeting will notify all shareholders in writing 15 days before the meeting.
When calculating the starting period, the company shall not include the date of the meeting.
Article 23 the notice of the general meeting of shareholders shall include the following contents:
(I) time, place and duration of the meeting;
(II) matters and proposals submitted to the meeting for deliberation;
(III) explain in obvious words: all shareholders have the right to attend the general meeting of shareholders and can entrust a proxy in writing to attend the meeting and vote. The proxy need not be a shareholder of the company;
(IV) the date of equity registration of shareholders entitled to attend the general meeting of shareholders;
(V) name and telephone number of permanent contact person for conference affairs;
(VI) voting time and procedures by network or other means.
Article 24 Where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders will 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 a related relationship with the company or the controlling shareholder and actual controller of the company;
(III) disclose the number of shares held by the 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 25 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 explain the reasons to the shareholders at least 2 working days before the original date of the meeting.
Chapter VI shareholders
