Weihai Baihe Biotechnology Co., Ltd
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to regulate the proceedings of the general meeting of shareholders of Weihai Lily Biotechnology Co., Ltd. (hereinafter referred to as "the company"), improve the efficiency of the proceedings of the general meeting of shareholders and ensure that the general meeting of shareholders exercises its functions and powers according to law, in accordance with the company law of the people's Republic of China (hereinafter referred to as "company law") and the rules of the general meeting of shareholders of listed companies These rules are formulated in accordance with the relevant provisions of laws, regulations and normative documents such as the standards for the governance of listed companies and the rules for the listing of shares on Shanghai Stock Exchange, as well as the articles of association of Weihai Lily Biotechnology Co., Ltd. (hereinafter referred to as the "articles of Association").
Article 2 the general meeting of shareholders is the authority of the company and exercises the highest decision-making power on major matters of the company. Exercise functions and powers within the scope specified in the company law and the articles of association.
Article 3 the directors, supervisors, shareholders and other personnel attending or attending the general meeting of shareholders shall abide by the relevant provisions of these rules in the process of proceedings of the general meeting of shareholders.
Article 4 the board of directors and other conveners of the company shall ensure the normal order of the general meeting of shareholders and ensure the normal and orderly proceedings of the general meeting of shareholders.
Article 5 when convening the shareholders' meeting, the company shall employ a lawyer to issue legal opinions on the convening of the meeting, the convening procedures, the qualifications of the participants, the qualifications of the convener, the voting procedures and the voting results, and the relevant concluding opinions shall be announced together with the resolution of the shareholders' meeting.
Chapter II functions and powers of the general meeting of shareholders and its authorization to the board of directors
Article 6 the general meeting of shareholders shall exercise the following functions and powers:
(I) determine the company's business policy and investment plan;
(II) elect and replace directors who are not staff representatives, and decide on the remuneration of relevant directors;
(III) elect and replace supervisors not held by employee representatives, and decide on matters related to the remuneration of supervisors; (IV) review and approve the report of the board of directors;
(V) review and approve the report of the board of supervisors;
(VI) review and approve the company's annual financial budget plan and final account plan;
(VII) review and approve the company's profit distribution policy or its adjustment plan, profit distribution plan and loss recovery plan;
(VIII) make resolutions on the increase or decrease of the company's registered capital;
(IX) make resolutions on the issuance of corporate bonds;
(x) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
（11） Amend the articles of Association;
（12） Make resolutions on the employment and dismissal of accounting firms by the company;
（13） Review and approve the guarantee matters specified in Article 44 of the articles of Association;
（14） Deliberating and approving the related party transactions stipulated in Article 45 of the articles of Association;
（15） Deliberating and approving major transactions stipulated in Article 40 of the articles of Association;
（16） Review the purchase and sale of major assets of the company within one year, reaching 30% of the latest audited total assets of the company;
（17） Review and approve the change of the purpose of the raised funds;
（18） Review the equity incentive plan and employee stock ownership plan;
（19） Review other matters that should be decided by the shareholders' meeting according to laws, administrative regulations, departmental rules or the articles of association.
Article 7 the general meeting of shareholders authorizes the board of directors to exercise the following functions and powers:
(I) review the matters that the company's purchase and sale of major assets within one year does not reach 30% of the company's latest audited total assets;
(II) review and approve the guarantee matters, related party transactions and major transactions that shall be submitted to the general meeting of shareholders for deliberation according to the articles of association.
Chapter III convening of the general meeting of shareholders
Article 8 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 the following circumstances, the extraordinary general meeting of shareholders shall be held within 2 months:
(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.
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 China Securities Regulatory Commission where the company is located (hereinafter referred to as the "dispatched office of the CSRC where the company is located") and the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange"), explain the reasons and make an announcement.
Article 9 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in the preceding article.
Article 10 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 11 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. 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 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 12 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 13 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 Shanghai 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 board of supervisors and the convening shareholders shall submit relevant supporting materials to the Shanghai 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 14 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 15 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.
Chapter IV proposal and notice of shareholders' meeting
Article 16 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 17 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 company's shares 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 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 meet the provisions of the preceding article, the general meeting of shareholders shall not vote and make resolutions.
Article 18 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 19 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 ordinary shareholders (including preferred shareholders whose voting rights have been restored) have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to 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.
The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals. 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 issuing the notice or supplementary notice of the general meeting of shareholders.
Article 20 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 any 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 China Securities Regulatory Commission (hereinafter referred to as "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 21 the date of equity registration shall be determined in the notice of the 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.
Article 22 after the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or cancelled without justified reasons, and the proposals listed in the notice of the shareholders' meeting 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.
Chapter V convening of the general meeting of shareholders
Article 23 the company shall convene the 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 networks and other means 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. In accordance with laws, regulations, relevant provisions of the CSRC and the Shanghai Stock Exchange and the articles of association, if the general meeting of shareholders should adopt online voting, the company shall provide online voting.
If the general meeting of shareholders of the company adopts the network or other means, the voting time and voting procedures of the network or other means shall be clearly stated 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 24 shareholders may attend the shareholders' meeting in person or entrust agents to attend and vote on their behalf. All shareholders or shareholders' agents attending the general meeting of shareholders shall hold valid certificates specified in the articles of association. During the shareholders' meeting, the company must prepare a register of shareholders. The register of shareholders shall be provided by the securities registration and clearing institution.
The convener and the lawyer shall jointly verify the legitimacy of the qualification of shareholders according to the register of shareholders, 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 25 when the general meeting of shareholders is held, the directors, supervisors and Secretary of the board of directors of the company shall attend the general meeting of shareholders. The general manager, deputy general managers and other senior managers shall attend the meeting as observers.
Article 26 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 general meeting of shareholders, if the chairman of the meeting violates these rules of procedure and makes the general meeting of shareholders unable to continue, the general meeting of shareholders shall be held with the consent of more than half of the shareholders with voting rights attending the general meeting of shareholders on site
