Yonker Environmental Protection Co.Ltd(300187)
Rules of procedure of the general meeting of shareholders
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”) and other provisions in order to regulate the behavior of Yonker Environmental Protection Co.Ltd(300187) (hereinafter referred to as the “company”) and ensure that the general meeting of shareholders of the company exercises its functions and powers according to law.
Article 2 the company shall hold a general meeting of shareholders in strict accordance with laws, administrative regulations, the Yonker Environmental Protection Co.Ltd(300187) articles of Association (hereinafter referred to as the “articles of association”) and the relevant provisions of 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 shall exercise its functions and powers within the scope specified in the company law and the articles of association. The functions and powers exercised by the general meeting of shareholders include:
(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） Review and approve the following guarantees:
1. Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
2. Any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
3. The guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets;
4. The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
5. The amount of a single guarantee exceeds 10% of the latest audited net assets;
6. Guarantees provided to shareholders, actual controllers and their related parties;
7. Other external guarantee acts that shall be considered by the general meeting of shareholders as stipulated by the CSRC, the stock exchange or these articles of association.
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.
（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 and approve the change of the purpose of the raised funds;
（15） Review the 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.
The above functions and powers of the general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization. Chapter III convening of the general meeting of shareholders
Article 4 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting.
Article 5 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 annual general meeting of shareholders shall be convened by the board of directors of the company.
Article 6 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 in accordance with the procedures stipulated in the articles of association and these rules within 2 months from the date of occurrence of the fact:
(I) the number of directors is less than the minimum quorum specified in the company law, or less than that specified in 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 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 hold a general meeting of shareholders within the above-mentioned period, it shall report to the dispatched office of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) where the company is located and the stock exchange where the company’s shares are listed for trading, explain the reasons and make an announcement.
Article 7 when convening the shareholders’ meeting, the company shall hire a lawyer to give legal opinions on the following issues:
(I) whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations and the articles of Association;
(II) whether the qualifications of the attendees 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.
Article 8 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 5 of these rules.
Independent directors have 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 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; 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 9 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 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 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 10 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 11 the shareholders’ meeting or the board of supervisors shall be notified in writing to the Shenzhen Stock Exchange at the same time.
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 or convening shareholders shall submit relevant supporting materials to Shenzhen 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 12 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 13 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 proposals and notices of the general meeting of shareholders
Article 14 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 in accordance with relevant laws, administrative regulations, departmental rules and the articles of association.
Article 15 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 16 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, which shall be announced to the public
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 not listed in the notice of the general meeting of shareholders or not in conformity with the provisions of Article 15 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 17 the board of directors shall notify all shareholders in the form of announcement 20 days before the annual general meeting of shareholders, and the convener of the extraordinary general meeting of shareholders shall notify all shareholders in the form of announcement 15 days before the meeting.
Article 18 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 equity registration date of shareholders entitled to attend the general meeting of shareholders (the interval between the equity registration date and the meeting date shall not be more than 7 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;
(VI) voting time and procedures by network or other means.
Article 19 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 shall be disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
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 shall 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 any relationship with the company or its controlling shareholders and actual controllers;
(III) number of shares held by the company;
(IV) whether they have been punished by the CSRC and other relevant departments or by 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 after the notice of the general meeting of shareholders is issued, it shall not be postponed or cancelled without justified reasons. A public announcement shall be made at least 2 working days before the date of the scheduled meeting of shareholders and the reasons shall be explained. If the shareholders’ meeting is postponed, the date of the postponed meeting shall be announced in the notice.
Chapter V convening of the general meeting of shareholders
Article 22 the place where the general meeting of shareholders is held is the domicile of the company or other places specified in the notice of the general meeting of shareholders.
The general meeting of shareholders shall be held in the form of on-site meeting. In addition, it 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.
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 23 the general meeting of shareholders convened by the board of directors shall be presided over by the chairman of the board of directors. 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 general meeting of shareholders convened by shareholders themselves, and a representative elected by the convener shall preside over the general meeting of shareholders.
When convening the general meeting of shareholders, if the chairman of the meeting violates these rules and makes it impossible for the general meeting of shareholders to continue, the general meeting of shareholders may elect one person to act as the chairman of the meeting and continue the meeting with the consent of more than half of the shareholders with voting rights attending the general meeting of shareholders.
Article 24 the general meeting of shareholders shall set up a meeting secretariat, which shall be specifically responsible for the organization, procedures and records of the meeting. The Secretariat of the general meeting of shareholders shall be established by the convener.
Article 25 the board of directors, the convener and the Secretariat of the general meeting of shareholders shall take necessary measures to ensure the seriousness and normal order of the general meeting of shareholders. The company has the right to refuse the admission of other persons except the shareholders (or shareholders’ agents), directors, supervisors, senior managers, lawyers and those invited by the convener.
The board of directors and other conveners are responsible for interfering with the shareholders’ meeting and provoking disputes
