Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Rules of procedure of the general meeting of shareholders
(revised in 2022)
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 and the Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) articles of Association (hereinafter referred to as the articles of association) in order to standardize the company’s behavior 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, the articles of association and these rules 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 six months after the end of the previous fiscal year.
The extraordinary general meeting of shareholders shall be held irregularly. Under any of the following circumstances, the company shall convene the extraordinary general meeting of shareholders within two months from the date of occurrence:
(I) the number 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 company’s shares;
(IV) when the board of directors deems it necessary;
(V) when the independent directors and the board of supervisors propose to convene the 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 Guangdong regulatory bureau of the China Securities Regulatory Commission (hereinafter referred to as Guangdong securities regulatory bureau) and Shenzhen Stock Exchange (hereinafter referred to as Shenzhen Stock Exchange) where the company is located, explain the reasons and make an announcement.
Article 5 the content of the resolution of the general meeting of shareholders shall comply with the provisions of laws and administrative regulations. If the resolution of the general meeting of shareholders violates laws and administrative regulations and infringes upon the legitimate rights and interests of shareholders, shareholders have the right to file a lawsuit to stop the illegal act and infringement according to law.
Article 6 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 functions and powers of the general meeting of shareholders
Article 7 the general meeting of shareholders is the authority of the company and the main way for shareholders to exercise their power.
Article 8 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, and shall not interfere with the disposal of shareholders’ rights.
Article 9 the matters discussed and decided at the general meeting of shareholders shall be determined in accordance with the company law, the articles of association and other relevant provisions.
Article 10 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 specified in Article 11 of these rules;
（13） To review the purchase and sale of major assets by the company within one year that exceed 30% of the company’s total audited assets in the latest period;
（14） Review and approve the change of the purpose of the raised funds;
（15） Review the company’s equity incentive plan and employee stock ownership plan;
（16） 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 11 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 exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
(III) the guarantee amount of the company within one year (the last 12 months) exceeds 30% of the company’s latest audited total assets;
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their affiliates.
Article 12 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association.
The rights that must be exercised by the general meeting of shareholders according to laws, administrative regulations, departmental rules or the articles of association shall not be authorized to be exercised by the board of directors, but the board of directors may be authorized to handle or implement the specific matters under the resolution after the corresponding resolution is adopted by the general meeting of shareholders.
If necessary, the general meeting of shareholders may authorize the board of directors to make decisions on specific relevant matters related to the matters to be resolved, which cannot or need not be decided at the general meeting of shareholders.
Chapter III convening of the general meeting of shareholders
Article 13 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 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 shall issue a notice of convening the general meeting of shareholders within five 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 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 shall issue a notice of convening the general meeting of shareholders within five 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 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 shall 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 number of shares held shall be calculated according to the date of the shareholder’s written request. 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 five days after the resolution of the board of directors is made. Any change to 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 who individually or jointly hold 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 five 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 shall notify the board of directors in writing and report to the Shenzhen stock exchange 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 convening shareholders shall lock up the shares of the company held by them in accordance with the relevant provisions before issuing the notice of the general meeting of shareholders. The board of supervisors and the convening shareholders shall submit relevant supporting materials to the Shenzhen Stock Exchange when issuing the notice of the general meeting of shareholders and Issuing the announcement of the resolution of the general meeting of shareholders.
Article 18 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 19 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the company.
Chapter IV proposal and notice of shareholders’ meeting
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 two days after receiving the proposal and announce the contents of the interim proposal.
Except for the circumstances specified in the preceding paragraph, after issuing the notice and announcement of the general meeting of shareholders, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals.
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, the general meeting of shareholders shall not vote and make resolutions.
Article 22 the list of candidates for directors and supervisors shall be submitted to the shareholders’ meeting for voting in the form of proposals.
The nomination methods of directors and supervisors are as follows:
(I) nomination method of director candidates:
The candidates for directors shall be nominated by the following institutions and personnel. The list, resume and basic information of the nominated candidates for directors shall be prepared by the previous board of directors and submitted to the general meeting of shareholders of the company. The company may issue a suggestive announcement on the election of directors, disclose in detail the number of directors to be elected, the qualifications of nominees, the qualifications of candidates, the preliminary examination procedures of candidates and other requirements, and publicly solicit candidates for directors.
(1) More than half (excluding half) of the previous board of directors approve the candidates for the next board of directors; or
(2) Shareholders who hold or jointly hold more than 3% of the total number of voting shares issued by the company may nominate candidates for directors by proposal. The proposal must be delivered to the Secretary of the board of directors in writing ten days before the shareholders’ meeting.
(II) nomination method of supervisor candidates:
1. Nomination of supervisors held by shareholders:
The candidates for supervisors held by shareholders shall be nominated by the following institutions and personnel. The list, resume and basic information of the nominated candidates for supervisors on behalf of shareholders shall be prepared by the previous board of supervisors and delivered to the board of directors. The board of directors shall include their proposals in the agenda of the general meeting of shareholders and submit them to the general meeting of shareholders.
(1) More than half of the previous board of supervisors approved the candidates for the next shareholder representative supervisor; or
(2) Nominated by shareholders who hold or jointly hold more than 3% of the total number of voting shares issued by the company.
2. The supervisors held by the employee representatives of the company shall be directly elected to the board of supervisors by the employees of the company through the employee congress, employee congress or other forms of democratic election.
Article 23 the convener shall notify all shareholders by public announcement 20 days before the annual general meeting and 15 days before the extraordinary general meeting.
When calculating the time limit in the preceding paragraph, the company does not include the date of the meeting.
Article 24 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. The equity registration date shall be determined by the board of directors or other conveners of the general meeting of shareholders. The interval between the equity registration date and the meeting date listed in the notice of the general meeting of shareholders shall not be more than seven working days. Once the equity registration date is confirmed, it shall not be changed;
(V) name and telephone number of permanent contact person for conference affairs.
Article 25 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 judgments 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 will be disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
Article 26 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 detailed information 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 the CSRC and its
