Ningxia Building Materials Group Co.Ltd(600449)
Rules of procedure of the general meeting of shareholders
Article 1 in order to regulate the company’s behavior and ensure that the general meeting of shareholders exercises its functions and powers according to law, the rules of procedure of the general meeting of shareholders of the company are formulated in accordance with the provisions of the company law, the securities law and the rules of procedure of the general meeting of shareholders of listed companies.
Article 2 the company shall convene 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 is the power organ of the company and exercises 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 irregularly. In case of the following circumstances, the extraordinary general meeting of shareholders shall be held within 2 months.
(I) the number of directors is less than two-thirds of the number specified in the articles of Association;
(II) the number of independent directors is lower than the minimum requirement;
(III) when the company’s outstanding losses reach one-third of the total share capital;
(IV) written request from shareholders who individually or jointly hold more than 10% of the total voting shares of the company (excluding voting proxy);
(V) when more than half of the independent directors propose to hold the meeting;
(VI) when the board of directors deems it necessary;
(VII) when the board of supervisors proposes to hold a meeting;
(VIII) 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, 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.
Article 6 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 7 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 8 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 9 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 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 10 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 obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders.
Article 11 for the general meeting of shareholders convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company.
Article 12 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.
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 13 in addition to the provisions of the preceding article, 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 meet the provisions of the preceding article, the general meeting of shareholders shall not vote and make resolutions. Article 14 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.
Article 15 the notice of the general meeting of shareholders shall meet the following requirements:
(I) the notice of the general meeting of shareholders and the supplementary notice shall fully and completely disclose the specific contents of all proposals, as well as all materials or explanations required to enable the shareholders to make a 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.
(II) if 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.
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. (III) the notice of the general meeting of shareholders 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 16 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 make an announcement and explain the reasons at least 2 working days before the originally scheduled date.
Article 17 the company shall hold a general meeting of shareholders at the place specified in the articles of association.
The general meeting of shareholders shall be held in the form of on-site meeting, and shall adopt safe, economic and convenient network methods to facilitate shareholders’ participation in the general meeting of shareholders 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.
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 18 If the shareholders’ meeting of the company adopts online voting, the voting time and voting procedures of online or other methods shall be clearly stated in the notice of the shareholders’ meeting.
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 19 the board of directors and other conveners shall take necessary measures to ensure the normal order of the general meeting of shareholders. Measures shall be taken to stop the acts of interfering with the general meeting of shareholders, making troubles and infringing upon the legitimate rights and interests of shareholders, and timely report to the relevant departments for investigation and punishment.
Article 20 all shareholders or their agents registered on the equity registration date shall have the right to attend the general meeting of shareholders, and the listed company and the convener shall not refuse for any reason.
Article 21 shareholders shall present their stock account card, ID card or other valid certificates or certificates that can indicate their identity to the shareholders’ meeting. The proxy shall also submit the power of attorney of the shareholder and the valid ID card of the individual.
Article 22 the convener and the lawyer shall jointly verify the legitimacy of the qualification of shareholders according to the register of shareholders provided by the securities registration and clearing institution, and register the names of shareholders and the number of voting shares they hold. The registration of the meeting shall be terminated before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the total number of voting shares held.
Article 23 when the company holds a general meeting of shareholders, all directors, supervisors and the Secretary of the board of directors shall attend the meeting, and the manager and other senior managers shall attend the meeting as nonvoting delegates.
Article 24 the general meeting of shareholders shall be presided over by the chairman. When the chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.
The general meeting of shareholders convened by the board of supervisors shall be presided over by the chairman of the board of supervisors. When the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.
The general meeting of shareholders convened by the shareholders themselves shall be presided over by the representative elected by the convener.
When convening the shareholders’ meeting, if the chairman violates the rules of procedure so that the shareholders’ meeting cannot continue, with the consent of more than half of the shareholders with voting rights attending the shareholders’ meeting, the shareholders’ meeting may elect one person to act as the chairman of the meeting and continue the meeting. Article 25 at the annual general meeting of shareholders, the board of directors and the board of supervisors shall make a report on their work in the past year to the general meeting of shareholders, and each independent director shall also make a report on his work.
Article 26 the chairman of the meeting shall announce the number of shareholders and agents attending the meeting and the total number of shares with voting rights before voting. The number of shareholders and agents attending the meeting and the total number of shares with voting rights shall be subject to the registration of the meeting.
Article 27 when voting on the election of directors and supervisors at the general meeting of shareholders, the cumulative voting system may be implemented in accordance with the provisions of the articles of association or the resolutions of the general meeting of shareholders. Cumulative voting system refers to that when the general meeting of shareholders elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, that is, the shareholders attending the general meeting of shareholders hold the voting votes of the product of the number of shares they represent and the number of directors to be elected. Shareholders can vote in a centralized or decentralized manner, but the cumulative number of votes they vote shall not exceed the total number of votes they hold. The candidates for directors shall be determined according to the number of votes obtained. The number of votes obtained by the elected directors shall exceed 1 / 2 of the voting rights represented at the shareholders’ meeting.
Under the cumulative voting system, independent directors shall be elected separately from other members of the board of directors.
The board of directors shall provide the shareholders with the resumes and basic information of the candidate directors and supervisors.
The nomination methods and procedures of directors and supervisors are as follows:
(I) shareholders who individually or jointly hold more than 3% of the total shares of the company may nominate candidates for directors and non employee supervisors; The board of directors of the company may nominate candidates for directors of the company; The board of supervisors of the company may nominate candidates for non employee supervisors of the company.
(II) the proposal of candidates for directors and non employee supervisors shall be delivered to the board of directors of the company ten days before the general meeting of shareholders and submitted to the general meeting of shareholders for deliberation. The proposer shall also provide the resumes and basic information of candidate directors and non employee supervisors to the board of directors.
Article 28 in addition to the cumulative voting system, the general meeting of shareholders shall vote on all proposals one by one. If there are different proposals on the same matter, voting shall be conducted according to the chronological order of the proposals. Unless the general meeting of shareholders is suspended or unable to make a resolution due to special reasons such as force majeure, the general meeting of shareholders shall not shelve or refuse to vote on the proposal.
Article 29 when the shareholders’ meeting deliberates the proposal, it shall not modify the proposal, otherwise, the relevant change shall be regarded as a new proposal and shall not be voted at the shareholders’ meeting.
Article 30 directors, supervisors and senior managers shall explain and explain the questions raised by shareholders at the general meeting of shareholders. Article 31 when a shareholder is related to the matters to be considered at the general meeting of shareholders, he shall withdraw from voting, and the shares with voting rights held by him shall not be included in the total number of shares with voting rights attending the general meeting of shareholders.
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be disclosed in a timely manner.
The company holds its own shares without voting rights, and this part of shares is not included in the total number of shares with voting rights attending the general meeting of shareholders.
Where a shareholder’s purchase of voting shares of the company violates the provisions of paragraphs 1 and 2 of Article 63 of the securities law, the shares exceeding the specified proportion shall not exercise the voting right within 36 months after the purchase, and shall not be included in the total number of voting shares attending the general meeting of shareholders.
The board of directors, independent directors and shareholders who meet the relevant requirements may publicly solicit shareholders’ voting rights. Solicit shareholder votes
