Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the shareholders of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as the "company"), clarify the responsibilities and authorities 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 the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") These rules of procedure (hereinafter referred to as the "rules") are formulated in accordance with the rules of the general meeting of shareholders of listed companies, the rules of Shenzhen stock exchange for the listing of shares on the gem, the guidelines for the self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and other relevant laws, regulations and normative documents, as well as the relevant provisions of the Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) articles of Association (hereinafter referred to as the "articles of association").
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 general provisions of the general meeting of shareholders
Article 3 the general meeting of shareholders is the authority of the company and shall exercise the following functions and powers within the scope specified in the company law and other relevant laws, regulations and normative documents as well as the articles of association:
(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 division, merger, dissolution, liquidation or change of company 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） To review the external guarantees and financial assistance that should be approved by the general meeting of shareholders as stipulated in 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 the related party transactions that should be approved by the general meeting of shareholders as stipulated in the articles of Association;
（15） Review the major transactions that should be approved by the general meeting of shareholders as stipulated in the articles of Association; （16） Review and approve the change of the purpose of the raised funds;
（17） Review the equity incentive plan and employee stock ownership plan;
（18） 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.
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 if the transactions (except providing guarantee and financial assistance) of the company meet one of the following standards, in addition to timely disclosure, they shall also be submitted to the general meeting of shareholders for deliberation:
(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 evaluated value, the higher one shall be taken as the calculation basis;
(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 above-mentioned "transaction" includes the following matters:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
(III) assets leased in or leased out;
(IV) sign management contracts (including entrusted operation, entrusted operation, etc.);
(V) donated or donated assets (excluding the company's donated cash assets);
(VI) reorganization of creditor's rights or debts;
(VII) transfer of research and development projects;
(VIII) sign a license agreement;
(IX) waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
(x) other transactions recognized by Shenzhen Stock Exchange.
The above purchased and sold assets do not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement.
Unless otherwise specified in the relevant business rules of Shenzhen stock exchange such as providing guarantee and entrusted financial management, when the company conducts transactions related to the same category and subject matter, the above provisions shall be applied according to the principle of cumulative calculation for 12 consecutive months. Those who have fulfilled relevant obligations in accordance with the provisions of the preceding paragraph shall not be included in the scope of relevant cumulative calculation. If the company has entrusted financial management for 12 consecutive months, the maximum balance in that period shall be the transaction amount, and the above provisions shall apply.
Article 5 in the event of a "purchase or sale of assets" transaction, the higher of the total assets and the transaction amount shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction. If the cumulative calculation reaches 30% of the latest audited total assets, in addition to disclosure and audit or evaluation, it shall also be submitted to the general meeting of shareholders for deliberation, And approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Those who have fulfilled relevant obligations in accordance with the provisions of the preceding paragraph shall not be included in the scope of relevant cumulative calculation.
Article 6 the financial assistance provided by the company shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution to timely perform the obligation of information disclosure.
If the financial assistance falls into one of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the latest audited asset liability ratio of the funded object exceeds 70%;
(II) the amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company's latest audited net assets;
(III) other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
If the object of subsidy is a holding subsidiary within the scope of the company's consolidated statements and the shareholding ratio exceeds 50%, the provisions of the first two paragraphs shall be exempted.
Article 7 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders after being deliberated and approved by the board of directors:
(I) the amount of a single guarantee exceeds 10% of the company's latest audited net assets;
(II) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the guarantee amount exceeds 50% of the company's latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
(V) the guarantee amount exceeds 30% of the company's latest audited total assets within 12 consecutive months; (VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
(VIII) other guarantees stipulated by Shenzhen Stock Exchange or the articles of association.
When the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors. When the general meeting of shareholders deliberates the guarantee matters in Item (V) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders. The actual guarantors of the controlling shareholder, the controlling shareholder and their affiliates shall be the guarantors.
If the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which belongs to items (I) to (IV) of the preceding paragraph, it may be exempted from submitting to the general meeting of shareholders for deliberation and approval.
If the board of directors and the general meeting of shareholders violate the approval authority and review procedures in the external guarantee, resulting in losses to the company, the relevant directors and shareholders who violate the approval authority and review procedures shall be liable for compensation, and the company will give corresponding sanctions to the relevant responsible persons according to the size of the economic losses suffered and the severity of the circumstances.
Article 8 where the amount of transactions (other than providing guarantees) between the company and related parties exceeds 30 million yuan and accounts for more than 5% of the absolute value of the company's latest audited net assets, it shall be submitted to the general meeting of shareholders for deliberation, and the evaluation or audit report shall be disclosed with reference to the business rules of Shenzhen Stock Exchange.
Related party transactions related to daily operations may be exempted from audit or evaluation.
The above provisions shall apply to the transactions with the same connected person or transactions with different connected persons related to the same transaction object within 12 months.
The same related person mentioned above includes other related persons who are controlled by the same subject or have equity control relationship with the related person. Those who have fulfilled relevant obligations in accordance with the provisions of the preceding paragraph shall not be included in the scope of relevant cumulative calculation.
Article 9 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 any of the circumstances described in Article 10 of these rules, the extraordinary general meeting of shareholders shall be held within 2 months.
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 CSRC and Shenzhen stock exchange where the company is located, explain the reasons and make an announcement.
Article 10 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) written request by shareholders who individually or jointly hold more than 10% of the total voting shares of the company (the number of shares held shall be calculated according to the date of written request by shareholders);
(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.
Article 11 the place where the company holds the general meeting of shareholders is the domicile of the company or other places specified in the notice of the general meeting of shareholders. The time and place of the on-site meeting shall be convenient for shareholders to attend. After the notice of the general meeting of shareholders is issued, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without justified reasons. If the change is really necessary, the convener shall make an announcement at least 2 trading days before the date of the on-site meeting and explain the reasons.
The general meeting of shareholders shall be held in the form of on-site meeting. The company will also provide network or other ways 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. Article 12 when a company holds a general meeting of shareholders, it 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 laws, administrative regulations 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 III convening of the general meeting of shareholders
Article 13 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 14 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 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 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 to convene the extraordinary general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
Article 15 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, agree or disagree within 10 days after receiving the request
