Shanxi Huayang New Materialco.Ltd(600281)
Rules of procedure of the general meeting of shareholders
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the shareholders of Shanxi Huayang New Materialco.Ltd(600281) (hereinafter referred to as the “company”), improve the efficiency of the general meeting of shareholders and promote the standardized operation of the company, 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 governance standards of listed companies and the guidelines for the articles of association of listed companies These rules are formulated in accordance with the relevant provisions of the rules for the general meeting of shareholders of listed companies and the Shanxi Huayang New Materialco.Ltd(600281) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of laws, 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.
Chapter II functions and powers of the general meeting of shareholders
Article 3 the general meeting of shareholders is the authority of the company and exercises 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 transactions specified in Article 4;
（13） Review and approve the guarantee matters specified in Article 5;
（14） To examine and approve the financial assistance matters stipulated in Article 6;
（15） 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;
（16） Review and approve the transactions between the company and related parties (except for providing guarantee, receiving cash assets and simply reducing the debts of the company) 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;
（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.
The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 4 transactions of the company (except for the guarantee provided by the company, the financial assistance provided by the company, and the transactions in which the company receives cash assets, obtains debt relief and other transactions that do not involve consideration payment and do not have any obligations) that meet one of the following standards shall be submitted to the general meeting of shareholders for deliberation in addition to timely disclosure:
1. The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period;
2. The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
3. 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;
4. 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;
5. 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;
6. The net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan. If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
When the above listed transactions occur, the company shall, in accordance with the listing rules, determine the transaction amount of transactions under the same category in accordance with the principle of cumulative calculation within 12 consecutive months. If the previous transaction has been deliberated and approved by the general meeting of shareholders, it will not be included in the relevant cumulative calculation scope.
Article 5 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 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 guarantee provided by the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets.
(III) if the total amount of the company’s guarantee exceeds 30% in the latest 12 consecutive months;
(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 related parties;
When the general meeting of shareholders deliberates the guarantee matters in Item (III) of the preceding paragraph, it must be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
Article 6 the following financial assistance matters of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the amount of single financial assistance exceeds 10% of the company’s latest audited net assets;
(II) the latest financial statement data of the funded object shows that the asset liability ratio exceeds 70%;
(III) the cumulative amount of financial assistance in the last 12 months exceeds 10% of the company’s latest audited net assets;
(IV) provide financial assistance to affiliated joint stock companies;
(V) other circumstances stipulated by Shanghai Stock Exchange or the articles of association.
If the object of subsidy is the holding subsidiary within the scope of the company’s consolidated statements, and the other shareholders of the holding subsidiary do not include the controlling shareholders, actual controllers and their affiliates of the company, the above provisions may be exempted. Chapter III meeting type and holding method
Article 7 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. If the company fails to convene the annual general meeting of shareholders within the prescribed time limit, the board of directors shall explain to the shareholders and report in writing to the dispatched office of the CSRC and Shanghai stock exchange where the company is located, explaining the reasons for the postponement.
Article 8 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 (i.e. 6) 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) written request from shareholders who individually or jointly hold more than 10% of the total voting 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, regulations or the articles of association.
Article 9 the place where the company holds the general meeting of shareholders is the place where the company is domiciled or other meeting places that are otherwise arranged by the company and meet the conditions for holding the general meeting of shareholders.
The general meeting of shareholders will be held in the form of on-site meeting. On the premise of ensuring the legal and effective convening of the general meeting of shareholders, the company will also provide online voting in accordance with laws, regulations or the requirements of the stock exchange as the case may be, so as to facilitate shareholders’ participation in the general meeting of shareholders. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
If the shareholders’ meeting of the company is held by means of online voting, the shareholders registered on the equity registration date shall authenticate their identity through the network system and participate in the voting.
Chapter IV convening of the general meeting of shareholders
Article 10 the general meeting of shareholders shall be convened by the board of directors.
If the board of directors is unable or fails to perform the duty of convening the general meeting of shareholders, the board of supervisors shall convene and preside over it; If the board of supervisors does not convene and preside over the meeting, the shareholders who individually or jointly hold more than 10% of the voting shares of the company for more than 90 consecutive days may convene and preside over the meeting on their own, and report the relevant information to the local office of the CSRC and the Shanghai stock exchange for the record.
Article 11 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 will explain the reasons and make a public announcement.
Article 12 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 it agrees or disagrees with the convening of 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 13 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 14 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 CSRC and Shanghai stock exchange where the company is located for the record.
Before the disclosure of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10% of the total share capital of the company. The convening shareholders shall disclose the announcement no later than the issuance of the notice of the general meeting of shareholders, and promise that their shareholding ratio shall not be less than 10% of the total share capital of the company from the date of proposing to convene the general meeting of shareholders to the date of convening the general meeting of shareholders.
The convener shall disclose the information necessary to help the shareholders make reasonable decisions on the matters to be discussed 5 days before the convening of the general meeting of shareholders. If it is necessary to supplement the information of the general meeting of shareholders, the convener shall disclose it before the date of the general meeting of shareholders.
Article 15 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.
The procedure for convening the general meeting of shareholders convened by the board of supervisors or shareholders shall be the same as that of the general meeting of shareholders convened by the board of directors, and the expenses necessary for the meeting shall be borne by the company.
The board of directors shall strictly abide by the provisions of the company law and other 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 performing its functions and powers according to law.
Chapter V qualification
Article 16 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
All shareholders or their agents registered on the equity registration date have the right to attend the general meeting of shareholders and exercise their voting rights in accordance with relevant laws, administrative regulations, the articles of association and these rules.
Article 17 shareholders may attend the shareholders’ meeting in person or entrust agents to attend and vote on their behalf. The person entrusted to attend the general meeting of shareholders shall not entrust another person.
If individual shareholders attend the meeting in person, they shall show their ID card or other valid certificates or certificates that can indicate their identity and stock account card; If an agent is entrusted to attend the meeting, he shall show his valid ID card and the written power of attorney issued by the shareholder according to law.
The legal representative or the agent entrusted by the legal representative shall attend the meeting; If the legal representative attends the meeting, he / she shall present his / her ID card, valid certificate proving his / her qualification as legal representative, copy of business license or other entity qualification certificate of legal person shareholder stamped with the seal of legal person shareholder, and stock account card of legal person shareholder;
