Ningbo Color Master Batch Co.Ltd(301019) rules of procedure of general meeting of shareholders
Revision comparison table
According to the guidelines for the articles of association of listed companies (revised in 2022) and the rules for the general meeting of shareholders of listed companies (2022)
According to the provisions of Ningbo Color Master Batch Co.Ltd(301019) (hereinafter referred to as "the company"), it is proposed to
The rules of procedure of the Dongda conference are revised as follows:
Before and after revision
Article 1 in order to regulate 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, safeguard its rights and safeguard the legitimate rights and interests of shareholders, In accordance with the legal rights and interests of shareholders of the people's Republic of China, the company law of the people's Republic of China (hereinafter referred to as the company law), Ningbo (hereinafter referred to as the company law), the articles of association of Ningbo Color Master Batch Co.Ltd(301019) grain Co., Ltd. color masterbatch Co., Ltd. (hereinafter referred to as the articles of association) (hereinafter referred to as the articles of association) These rules are formulated in accordance with the articles of association of listed companies, relevant national laws, regulations and normative rules of the general meeting of shareholders of the company (revised in 2022) and relevant national laws and documents. These rules are formulated in accordance with the provisions of laws, regulations and normative documents.
Article 6 the company shall employ a lawyer to hold the shareholders' meeting and issue legal opinions on the following issues:
(I) whether the convening and convening procedures of the meeting comply with laws and regulations; (I) whether the convening and convening procedures of the meeting comply with laws, administrative laws and regulations, these rules and the articles of Association; 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 qualified; (II) whether the qualifications of the participants and the convener are legal and effective; Effect;
(III) whether the voting procedures and results of the meeting are legal and valid; (IV) whether the voting results required by the company are valid or not;
See you. (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 concluded at the general meeting of shareholders, and the resolutions and legal opinions of the general meeting of shareholders shall be disclosed in qualified media on the day when the general meeting of shareholders ends. Disclosed in qualified media.
Article 11 if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the listed company in writing before issuing the notice of the general meeting of shareholders. Article 11 if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, the board of directors of the company shall submit relevant documents to the place where the company is located. China shall notify the board of directors of the company in writing before issuing the notice of the general meeting of shareholders, and file it with the dispatched office of the CSRC and Shenzhen Stock Exchange. Shenzhen stock exchange for record.
During the period from the issuance of the notice of the general meeting of shareholders to the end of the general meeting of shareholders, before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of convening ordinary shareholders (including preferred shareholders whose voting rights are restored) shall not be less than 10%. The shareholding ratio shall not be less than 10%. The board of supervisors and convening shareholders shall submit relevant certificates to the Shenzhen Stock Exchange when issuing the notice of the general meeting of shareholders and Issuing the notice of the general meeting of shareholders and Issuing the announcement of the resolution of the general meeting of shareholders, and when announcing the resolution of the general meeting of China Securities Regulatory Commission where the company is located. Material.
Article 17 the notice of the general meeting of shareholders shall include the following contents:
Article 17 the notice of the general meeting of shareholders shall include the following contents:
(I) time, place, mode and duration of the meeting;
(I) time, place, mode and duration of the meeting;
(II) matters and proposals submitted to the meeting for deliberation; (II) matters and proposals submitted to the meeting for deliberation;
(III) in obvious words: all shareholders have the right to attend the general meeting of shareholders (III) in obvious words: all shareholders have the right to attend the general meeting of shareholders, and can entrust a proxy in writing to attend and participate in the meeting, and can entrust a proxy in writing to attend and vote, and the proxy need not be a shareholder of the company; 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;
(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) the convener of the meeting and the date of equity registration. (V) name and telephone number of permanent contact person for conference affairs;
The interval between the date of equity registration and the date of the meeting shall not be more than 7 (VI) voting time and voting procedures by network or other means. Working days. Once the equity registration date is confirmed, it shall not be changed.
The interval between the date of equity registration and the date of the meeting shall not be more than 7 months, and the notice of the general meeting of shareholders and the supplementary notice shall be fully and completely recorded
Working day. Once the equity registration date is confirmed, it shall not be changed.
The specific contents of all proposals and all materials or explanations required to enable shareholders to make a reasonable judgment on the matters to be discussed. The notice of the proposed shareholders' meeting and the supplementary notice shall fully and completely record all the matters discussed. If the independent directors need to express their opinions, the specific contents of the shareholders' meeting proposal shall be issued, and all the materials or explanations required for the reasonable judgment of the independent directors shall be recorded at the same time when the shareholders make the meeting notice or supplementary notice on the matters to be discussed. The matters to be discussed need opinions and reasons. If the independent directors express their opinions, the opinions and reasons of the independent directors shall be recorded at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
Article 21 the shareholders' meeting of the company adopts the network or other parties. Article 21 if the shareholders' meeting of the company adopts the network or other means, it shall clearly specify the network in the notice of the shareholders' meeting, or it shall clearly specify the voting time and voting procedures of the network or other means in the notice of the shareholders' meeting. Voting time and voting procedure.
The starting time of online or other voting at the general meeting of shareholders shall not be earlier than 9:15 a.m. on the day when the on-site general meeting of shareholders is held, 3:00 p.m. on the day before the on-site general meeting of shareholders, and not later than 3:00 p.m. on the day when the on-site general meeting of shareholders ends. 9:30 a.m. on the day when the 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 39 the general meeting of shareholders shall vote by open ballot on the matters on the agenda. Each shareholder (including the shareholder's agent) shall act on behalf of Article 39 of the shareholders' general meeting to take measures for the matters listed in the agenda
The number of shares with voting rights in the table shall exercise the voting right, except by cumulative voting and open ballot. Each shareholder (including shareholder agent)
Except for the voting system, each share has one vote.
(1) the voting rights shall be exercised by the number of voting shares represented by them. Except for the cumulative voting system, each share shall have no voting rights in the company's shares held by the company, and such part of the shares shall not have one vote. Included in the total number of voting shares attending the general meeting of shareholders.
The company's shares held by the company have no voting rights, and the purchase of voting shares by some shareholders violates the 60th share of the securities law and is not included in the total number of voting shares attending the general meeting of shareholders. In accordance with the provisions of paragraphs 1 and 2 of Article 3, the board of directors, independent directors and holding more than 1% of the voting shares of the company exceeding the specified proportion shall not exercise the voting right within 36 months after the purchase, and the shareholders who do not share the shares or are included in the total number of voting shares attending the general meeting of shareholders in accordance with laws, administrative regulations or Chinese securities. An investor protection institution established in accordance with the provisions of the CSRC may be used as a tax collector
The company's board of directors, independent directors and aggregators holding more than 1% of the voting shares, on their own or by entrusting securities companies and securities service institutions,
If the shareholders or the CSRC request to attend the shareholders' meeting publicly or entrust them to attend the meeting on their behalf in accordance with the provisions of the laws and regulations of the company
An investor protection institution established may, as a soliciter, exercise shareholder rights such as proposal right and voting right on its own or on its behalf. Solicit shareholders
When entrusting a securities company or securities service institution to publicly request the shareholders of the company to appoint voting rights, it shall fully disclose the specific voting intention to the solicited person
Entrust him to attend the shareholders' meeting on his behalf and exercise the proposal right, voting right and other information on his behalf. It is prohibited to solicit shares with compensation or in a disguised form
And other shareholders' rights. The solicitation of shareholders' voting rights shall fully disclose the voting rights of the solicited persons. The company shall not propose a minimum shareholding for the solicitation of voting rights
Disclose the specific voting intention and other information. It is prohibited to limit the proportion of compensation or compensation in disguised form.
To solicit shareholders' voting rights. Except for legal conditions, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Article 42 the following matters shall be resolved by special resolution of the general meeting of shareholders
Article 42 the following matters shall be adopted by special resolution of the general meeting of shareholders:
(I) the company increases or decreases its registered capital; (I) the company increases or decreases its registered capital;
(II) division, merger, dissolution and liquidation of the company; (II) division, division, merger, dissolution and liquidation of the company;
(III) amendment of the articles of Association; (IV) the company purchases and sells major assets or undertakes (III) the amendment of the articles of association within one year;
If the guaranteed amount exceeds 30% of the company's total assets audited in the latest period (Ⅳ) the company purchases and sells major assets or guarantees within one year (Ⅴ) equity incentive plan; The amount exceeds 30% of the company's latest audited total assets
(VI) provisions of laws, administrative regulations or the articles of association and (V) equity incentive plan; The general meeting of the East Asian economic and Social Council decided by ordinary resolution that it would have a significant impact on the company
Other matters that need to be adopted by special resolution. (VI) other matters that are required to be passed by special resolutions as stipulated by laws, administrative regulations or the articles of association and determined by the general meeting of shareholders by ordinary resolutions that will have a significant impact on the company.
Article 58 any resolution of the general meeting of shareholders of the company that violates laws and administrative regulations shall be null and void.
Article 58 the content of the resolution of the general meeting of shareholders of the company violates the law
