Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
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 Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (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 are formulated in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) articles of Association (hereinafter referred to as the “articles of association”) and relevant national 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, 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.
The company shall improve the operation mechanism of the general meeting of shareholders, treat all shareholders equally, protect the rights of shareholders to know, inquire, distribute, inquire, propose, convene, propose, nominate and vote according to law, actively facilitate the exercise of shareholders’ rights, and effectively protect the legitimate rights and interests of shareholders, especially small and medium-sized shareholders. The company shall actively adopt cumulative voting, online voting and other methods to facilitate shareholders, especially minority shareholders, to participate in the general meeting of shareholders and exercise their voting rights. For details, please refer to the online voting management system of the general meeting of shareholders, the detailed rules for the implementation of the cumulative voting system and the detailed rules for the implementation of the separate vote counting mechanism for small and medium-sized investors.
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, normative documents and the articles of association:
(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 matters related to 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） Review and approve the guarantee matters stipulated in the articles of Association;
（12） Make resolutions on the employment and dismissal of accounting firms by the company;
（13） To review the purchase and sale of major assets by the company within one year that exceed 30% of the latest audited total assets at the level of the company’s consolidated statements;
（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 should be decided by the shareholders’ meeting according to 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 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. The extraordinary general meeting of shareholders shall be held irregularly. In case of the circumstances that the extraordinary general meeting of shareholders shall be held as stipulated in Article 5 of these rules, the extraordinary general meeting of shareholders shall be held within two 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 the stock exchange where the company is located, explain the reasons and make an announcement.
Article 5 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) the number of directors is less than two-thirds of the number specified in the company law or the number specified in the articles of Association;
(II) when the company’s outstanding losses reach one-third 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. Article 6 when convening a general meeting of shareholders, the company 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, these rules 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 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 Articles 4 and 5 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 five 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 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 five 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 shareholders’ meeting is not convened or the supervisors fail to perform their duties within ten days after receiving the written proposal of the shareholders’ meeting, it may be deemed that the shareholders’ meeting is not convened or the supervisors fail to perform their duties within ten days after the shareholders’ meeting is convened.
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 five days after the resolution of the board of directors is made. Any change to the original request in the notice shall be approved by the relevant shareholders.
If the board of directors does not agree to convene an extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, the shareholders who individually or jointly hold more than 10% of the company’s shares have the right to propose to the board of supervisors to convene an 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 five 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 convening 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 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 and file with the 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 and convening shareholders shall submit relevant supporting materials to the 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 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 III proposal and notice of shareholders’ meeting
Article 14 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 15 the convener shall reasonably set up proposals for the general meeting of shareholders to ensure that the voting results of proposals on the same matter are clear. In addition to the cumulative voting system, the general meeting of shareholders shall vote on all proposals item by item. If there are different proposals on the same matter, the general meeting of shareholders shall vote in accordance with the chronological order of proposals. Shareholders or their agents shall not vote for different proposals on the same matter at the same time.
In a proposal voted at a general meeting of shareholders, if the effectiveness of one proposal is the premise of the effectiveness of other proposals, the convener shall clearly disclose it in the notice of the general meeting of shareholders, and give special tips that the voting of the proposal as the premise is the premise of the effectiveness of the voting results of subsequent proposals. The proposer shall clearly explain the relationship between the proposals in the proposal letter and other documents containing the contents of the proposal, clarify whether the relevant proposals are submitted to the same shareholders’ meeting for voting, and explain the reasons for the selection of voting methods and their legality and compliance.
Article 16 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.
Where a shareholder puts forward an interim proposal for the general meeting of shareholders, it shall not be under any of the following circumstances:
(I) the shareholders who put forward the proposal do not meet the requirements of subject qualification such as shareholding ratio;
(II) exceeding the time limit specified in the proposal;
(III) the proposal does not fall within the scope of powers of the general meeting of shareholders;
(IV) there is no clear topic or specific resolution in the proposal;
(V) the content of the proposal violates laws and regulations and relevant provisions of Shenzhen Stock Exchange;
(VI) the content of the proposal does not comply with the provisions of the articles of association.
The shareholders who put forward the interim proposal shall provide the convener with the supporting documents of holding more than 3% of the shares of the company. Where the shareholders jointly submit a proposal through entrustment, the entrusting shareholder shall issue a written authorization document to the entrusted shareholder.
The shareholder or its authorized agent who proposes an interim proposal shall deliver the proposal letter, power of attorney, valid certificate indicating the identity of the shareholder and other relevant documents to the convener within the specified time limit.
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 two days after receiving the proposal, disclose the contents of the interim proposal to the shareholders and make an announcement.
Article 17 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 16 of these rules, the general meeting of shareholders shall not vote and make resolutions. If the convener needs to supplement or correct the disclosure of the proposal according to the regulations, he shall not substantially modify the proposal, and the relevant supplement or correction announcement shall be published before the online voting of the general meeting of shareholders. The legal opinion disclosed at the same time with the resolution of the general meeting of shareholders shall include the lawyer’s clear opinions on whether the supplement and correction of the disclosure of the proposal constitute the substantive modification of the proposal.
If a proposal is substantially revised, the relevant change shall be regarded as a new proposal and shall not be voted at this shareholders’ meeting.
Article 18 the date of the on-site meeting of the general meeting of shareholders and the date of equity registration shall be the trading day. The interval between the date of equity registration and the date of the meeting shall not be less than two working days and not more than seven working days. Once the equity registration date is determined, it shall not be changed.
After the notice of the general meeting of shareholders is issued, if the general meeting of shareholders needs to be postponed for some reason, the convener shall make an announcement at least two trading days before the original date of the on-site meeting and explain the reasons. If the shareholders’ meeting is postponed, the equity registration date shall still be the date determined in the notice of the original shareholders’ meeting and shall not be changed, and the on-site meeting date after the postponement shall still comply with the provisions that the interval between the equity registration date and the equity registration date shall not be more than seven working days.
Article 19 the convener will notify all shareholders 20 days before the annual general meeting and 15 days before the extraordinary general 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 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.
The notice of the general meeting of shareholders and the supplementary notice shall fully and completely disclose all the specific contents of all proposals, as well as all the 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 will be disclosed at the same time when issuing the notice or supplementary notice of the general meeting of shareholders.
Article 21 the board of directors, independent directors, shareholders holding more than 1% of voting shares or investor protection institutions established in accordance with laws and regulations may, as solicitors, independently or entrust securities companies and securities service institutions to publicly request shareholders of listed companies to entrust them to attend the shareholders’ meeting on their behalf and exercise their rights such as proposal right and voting right on their behalf, However, it is not allowed to publicly solicit shareholders’ rights with compensation or in a disguised form.
The soliciter shall disclose the solicitation announcement and relevant solicitation documents in accordance with the regulations, and disclose the progress and results of the solicitation in accordance with the regulations, and the company shall cooperate. If the solicitors hold the company’s shares, they shall promise not to transfer their shares before the announcement of the resolution of the general meeting of shareholders deliberating the solicitation proposal.
Article 22 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:
