Fujian Cosunter Pharmaceutical Co.Ltd(300436) 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 Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as the “company”) and standardize the organization and behavior of the company, these rules are formulated in accordance with the company law of the people’s Republic of China, the Fujian Cosunter Pharmaceutical Co.Ltd(300436) articles of Association (hereinafter referred to as the “articles of association”) and relevant national regulations.
Article 2 the terms involved in these rules, matters not specified and contents in conflict with the articles of association shall be subject to the articles of association, and other rules of the company shall not be used as terms of interpretation and reference.
Article 3 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and other laws and regulations, normative documents and the articles of association, and shall not interfere with the disposal of shareholders’ rights.
Chapter II general provisions of the general meeting of shareholders
Article 4 the general meeting of shareholders is the authority of the company and the main way for shareholders to exercise their power according to law.
Article 5 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 not held by employee 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） Review and approve the guarantee matters specified in Article 6;
（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） If the transactions of a listed company (except for providing guarantee and financial assistance) meet one of the following standards, the listed company shall, in addition to timely disclosure, submit them to the general meeting of shareholders for deliberation:
1. The total assets involved in the transaction account for more than 50% of the total assets of the listed company audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
2. 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 listed company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
3. 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 listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan;
5. The profit generated from the transaction accounts for more than 50% of the audited net profit of the listed 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 transactions do not include the establishment or capital increase of wholly-owned subsidiaries, the purchase of raw materials, fuel and power, and the purchase and sale of assets related to daily operation, such as the sale of products and commodities, but the purchase and sale of such assets that meet the above standards are still included in the asset replacement.
（15） Review and approve the related party transactions between the company and related parties with a transaction 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;
（16） If the provision of 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:
(1) The latest audited asset liability ratio of the funded object exceeds 70%;
(2) 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;
(3) Other circumstances stipulated by the CSRC, Shenzhen Stock Exchange or the articles of association.
The provisions of the preceding two paragraphs shall not apply to the company’s main business of providing loans, loans and other financing business, or the object of funding is a holding subsidiary within the scope of the company’s consolidated statements with a shareholding ratio of more than 50%.
（17） Review and approve changes in the use of raised funds;
（18） Review the equity incentive plan and employee stock ownership plan;
（19） To review the acquisition of shares of the company due to items (I) and (II) of Article 23 of the articles of Association; （20） Review other matters that shall be decided by the shareholders’ meeting according to laws, administrative regulations, departmental rules or the articles of association. Transactions in which a listed company unilaterally obtains benefits, including receiving cash assets and obtaining debt relief, may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with the provisions of this article.
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 6 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders of the company:
(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 company’s latest audited net assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
(V) 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;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated by Shenzhen Stock Exchange or the articles of association.
When the general meeting of shareholders deliberates the guarantee matters in Item (IV) 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 proposal to provide guarantee for shareholders, actual controllers and their related parties, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, and the voting shall be adopted by more than half of the voting rights held by other shareholders attending the meeting.
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 falls under the circumstances of items (I), (II), (III) and (V) of paragraph 2 of this article, it may be exempted from being submitted to the general meeting of shareholders for deliberation.
The company provides guarantees for its holding subsidiaries. If there are a large number of guarantee agreements every year and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation, the company can estimate the total amount of new guarantees for the two types of subsidiaries with an asset liability ratio of more than 70% and an asset liability ratio of less than 70% in the next 12 months and submit it to the general meeting of shareholders for deliberation.
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 six months after the end of the previous fiscal year.
Article 8 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence: (I) when 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 from 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 board of supervisors proposes to hold a meeting;
(VI) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
The number of shares held in Item (III) above shall be calculated according to the date on which the shareholder makes a written request.
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 the stock exchange where the company is located, explain the reasons and make an announcement.
Article 9 the place where the company holds the general meeting of shareholders is the place of domicile of the company or the place determined in the notice of the meeting. The general meeting of shareholders will be held in the form of on-site meeting; The company will also provide online video or telecommunications / fax to facilitate shareholders’ participation in the general meeting of shareholders. Shareholders who participate in the general meeting of shareholders through the above methods are deemed to be present.
When shareholders participate in the general meeting of shareholders through the Internet, the identity of the shareholders attending the general meeting of shareholders shall be verified by the online provider of the general meeting of shareholders.
When shareholders attend the general meeting of shareholders by means of communication, the shareholders attending the meeting shall provide valid identity certificates to the office of the board of directors of the company by fax or other means, and the Secretary of the board of directors of the company shall verify the identity of the shareholders attending the meeting.
Article 10 when the company holds the general meeting of shareholders, it will hire a lawyer to give legal opinions on the following issues and make an 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 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 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 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 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 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 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 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 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 submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution 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. 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 16 for the shareholders’ meeting 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 17 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 18 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 2 days after receiving the proposal and announce the contents of the interim proposal.
Except for the circumstances specified in the preceding paragraph, 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 comply with the provisions of Article 17 of these rules of procedure, the general meeting of shareholders shall not vote and make resolutions.
Article 19 the convener will notify all shareholders in the form of announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders will notify all shareholders in the form of announcement 15 days before the meeting. When calculating the starting period, the company does not include the date of the meeting.
Article 20 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 in writing
