Ningbo Color Master Batch Co.Ltd(301019)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to regulate the behavior of Ningbo Color Master Batch Co.Ltd(301019) (hereinafter referred to as “the company”), ensure that the general meeting of shareholders exercises its functions and powers according to law and safeguard the legitimate rights and interests of shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the Ningbo Color Master Batch Co.Ltd(301019) articles of Association (hereinafter referred to as “the articles of association”), the rules for the general meeting of shareholders of listed companies (revised in 2022) and relevant national laws These rules are formulated in accordance with the provisions of laws, regulations and normative documents.
Article 2 the company shall convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, the articles of association and these rules to ensure that shareholders 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.
Article 3 the general meeting of shareholders is the authority of the company and shall exercise its functions and powers within the scope specified in the company law and other relevant laws, regulations, normative documents and the articles of association.
Article 4 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 5 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 5 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 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) 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.
Article 6 when a company convenes 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 the provisions of laws, administrative regulations, the rules for the general meeting of shareholders of listed companies 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.
The resolutions and legal opinions of the general meeting of shareholders shall be disclosed in the qualified media on the day of the conclusion of the general meeting of shareholders. Chapter II convening of the general meeting of shareholders
Article 7 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 4 of these rules.
Article 8 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 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 ordinary shareholders (including preferred shareholders whose voting rights are restored) who individually or jointly hold more than 10% of the shares of the company 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, submit written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders within 10 days after receiving the request, without undue delay. 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. Ordinary shareholders (including preferred shareholders whose voting rights have been restored) 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 on their own. Article 11 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 before issuing the notice of the general meeting of shareholders and submit it to Shenzhen stock exchange for filing.
Prior to the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening ordinary shareholders (including the preferred shareholders whose voting rights are restored) shall not be less than 10%.
The board of supervisors and convening shareholders shall submit relevant supporting materials to Shenzhen 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 12 for the general meeting of shareholders convened by the board of supervisors or shareholders, the board of directors and the Secretary of the board of directors shall cooperate, provide necessary support and timely perform the obligation of information disclosure. 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 III proposal and notice of shareholders’ meeting
Article 14 the specific issues of the shareholders’ meeting shall be in accordance with the provisions of the laws and regulations, and the contents of the proposal shall be in line with the provisions of the articles of association.
Article 15 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.
Ordinary shareholders who individually or jointly hold more than 3% of the company’s shares (including preferred shareholders whose voting rights are restored) 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.
In addition to the provisions of 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 14 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 16 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 17 the notice of the general meeting of shareholders shall include the following contents:
(I) time, place, mode 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 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 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.
The notice and supplementary notice of the general meeting of shareholders shall fully and completely record the specific contents of all proposals, as well as all materials or explanations required to enable the shareholders to make a reasonable judgment 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 recorded at the same time when issuing the notice or supplementary notice of the general meeting of shareholders.
Article 18 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 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 its controlling shareholders and actual controllers;
(III) disclose the number of shares held by the company;
(IV) whether they have been punished or disciplined by the CSRC and other relevant departments.
The case was filed.
The nomination methods and procedures of directors and supervisors are as follows:
The candidates for the first board of directors and the first board of supervisors of the company shall be nominated by the sponsors. The nomination methods and procedures of other directors and supervisors are as follows:
(I) in case of re-election of the board of directors or addition of directors to the current board of directors, the current board of directors and shareholders holding more than 3% of the company’s shares alone or in total may nominate candidates for directors or additional directors of the next board of directors held by non employee representatives according to the number not exceeding the number to be elected;
(II) when the board of supervisors is re elected or the current board of supervisors adds supervisors, the current board of supervisors and shareholders individually or jointly holding more than 3% of the company’s shares may nominate candidates for supervisors of the next board of supervisors or additional supervisors held by non employee representatives according to no more than the number to be elected;
(III) the shareholders shall submit the resumes and basic information of the nominated directors or supervisors to the current board of directors and the board of supervisors, and the current board of directors and the board of supervisors shall conduct qualification examination. Those who meet the qualification of directors or supervisors shall be submitted to the general meeting of shareholders for election;
(IV) candidates for directors or supervisors shall make written commitments according to the requirements of the company, including but not limited to: agreeing to accept the nomination, promising to submit their personal information to be true and complete, and ensuring that they can effectively perform their duties after being elected.
When the general meeting of shareholders votes on the election of more than two directors and non employee representative supervisors, the cumulative voting system shall be implemented.
The cumulative voting system mentioned in the preceding paragraph refers to that when the general meeting of shareholders elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used centrally. The board of directors shall explain the resumes and basic information of the candidate directors and supervisors to the shareholders. Article 19 after the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or cancelled without justified reasons, and the proposals listed in the notice of the general meeting of shareholders shall not be cancelled. In case of delay or cancellation, the convener shall issue a notice at least two trading days before the original date of the meeting, stating the specific reasons for the delay or cancellation. If the shareholders’ meeting is postponed, the date of the postponed meeting shall be announced in the notice.
Chapter IV convening of the general meeting of shareholders
Article 20 the company shall convene the general meeting of shareholders at its domicile or other places specified in the articles of association.
The general meeting of shareholders shall set up a venue and be held in the form of on-site meeting. 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 it is really necessary to change, the convener shall issue a notice and explain the specific reasons two trading days before the date of the on-site meeting. The company shall, in accordance with laws, administrative regulations, the CSRC or the articles of association, adopt safe, economic and convenient networks and other means 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.
Shareholders may attend the shareholders’ meeting in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization. Article 21 if the general meeting of shareholders of the company adopts network or other means, the voting time and voting procedures of network or other means shall be clearly stated in the notice of the general meeting of shareholders.
Article 22 the starting time of online or other voting at the shareholders’ meeting shall not be earlier than 3:00 p.m. on the day before the on-site shareholders’ meeting, and shall not be later than 9:30 a.m. on the day of the on-site shareholders’ meeting, and its ending time shall not be earlier than 3:00 p.m. on the day when the on-site shareholders’ meeting ends. The board of directors and other conveners of the company shall take necessary measures to ensure the normal order of the general meeting of shareholders. Measures shall be taken to stop the acts of interfering with the general meeting of shareholders, making trouble and infringing upon the legitimate rights and interests of shareholders, and timely report to the relevant departments for investigation and punishment.
Article 23 shareholders or their proxies shall not have the right to refuse to attend the general meeting on the basis of their registered shares.
If the preferred shareholders do not attend the shareholders’ meeting and their shares have no voting rights, but under any of the following circumstances, the company shall notify the preferred shareholders of the shareholders’ meeting and follow the procedures specified in the company law and the articles of Association for notifying ordinary shareholders.
When attending the general meeting of shareholders, the shareholders of preferred shares have the right to vote separately from the shareholders of ordinary shares, and each preferred share they hold has one voting right, but the preferred shares of the company held by the company have no voting right:
(I) amend the contents related to preferred shares in the articles of Association;
(II) a one-time or cumulative reduction of the company’s registered capital by more than tenpercent;
(III) merger, division, dissolution or change of corporate form of the company;
(IV) issuance of preferred shares;
