Guangdong Enpack Packaging Co.Ltd(002846)
Guangdong Enpack Packaging CO., LTD
Rules of procedure of the general meeting of shareholders
Shantou, Guangdong
April, 2002
catalogue
Chapter I General Provisions Chapter II general provisions of the general meeting of shareholders Chapter III convening of the general meeting of shareholders Chapter IV proposal and notice of the general meeting of shareholders Chapter V convening of the general meeting of shareholders Chapter VI voting and resolutions of the general meeting of shareholders Chapter VII post meeting matters 17 Chapter VIII modification of rules 17 Chapter IX Supplementary Provisions seventeen
Guangdong Enpack Packaging Co.Ltd(002846)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to regulate the behavior of Guangdong Enpack Packaging Co.Ltd(002846) (hereinafter referred to as the “company” or the company) and ensure the shareholders to exercise their 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”) The rules for the general meeting of shareholders of listed companies (revised in 2022), the guidelines for the governance of listed companies (revised in 2018), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, regulations, rules and normative documents, And the provisions of the articles of association of Guangdong Enpack Packaging Co.Ltd(002846) company (hereinafter referred to as the articles of association), and these rules are formulated in combination with the actual situation of the company.
Article 2 the company shall convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations and the articles of association 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.
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. Chapter II general provisions of the general meeting of shareholders
Article 4 the general meeting of shareholders shall exercise the following powers according to law:
(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） Approve the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors and their amendments;
（12） Approve the establishment of special committees of the board of directors and their personnel;
（13） Make a resolution on repurchasing the company’s shares (except for the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 26 of the articles of association);
（14） Make resolutions on the employment and dismissal of accounting firms by the company;
（15） Review and approve the guarantee matters stipulated in the articles of Association;
（16） 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;
（17） Review and approve the change of the purpose of the raised funds;
（18） Review the equity incentive plan and employee stock ownership plan;
（19） Make resolutions on other matters submitted by the board of directors to the general meeting of shareholders for deliberation;
（20） 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.
According to the relevant regulations of Shenzhen Stock Exchange (hereinafter referred to as “Stock Exchange”), the purchase or sale of assets (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation), foreign investment (including entrusted wealth management, investment in subsidiaries, etc.), provision of financial assistance (including entrusted loans, financial assistance to subsidiaries, etc.), lease in or lease out of assets, Signing management contracts (including entrusted operation, entrusted operation, etc.), donating or receiving donated assets, restructuring of creditor’s rights or debts, transfer of research and development projects, signing license agreements, waiving rights (including waiving preemptive rights, preemptive subscription rights, etc.) and other transactions that meet the following standards, It shall be disclosed in time and decided by the general meeting of shareholders: (1) the total assets involved in the transaction account for more than 50% of the company’s total assets 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 net assets involved in the subject matter of the transaction (such as equity) account for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(3) 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 company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
(4) 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 company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(5) The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(6) The profit generated from the transaction accounts for more than 50% of the audited net profit of the 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 related party transactions between the company and related parties (except for the company’s cash assets and guarantees) with an 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 shall be deliberated and decided by the general meeting of shareholders.
The financing matters in which the company’s single or cumulative amount accounts for more than 30% of the company’s latest audited net assets in an accounting year shall be deliberated and decided by the general meeting of shareholders.
Article 5 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the total audited assets of the listed company in the latest period.
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70% according to the data of the latest financial statements;
(V) the accumulative amount of guarantee in the last 12 months exceeds 30% of the company’s total assets audited in the latest period;
(VI) guarantees provided to shareholders, actual controllers and their related parties and other related parties;
(VII) other guarantees required by the stock exchange or the articles of association to be deliberated by the general meeting of shareholders. When the board of directors deliberates the guarantee matters, in addition to being deliberated and approved by more than half of all directors, it shall also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution, which shall be disclosed to the public in a timely manner. When the general meeting of shareholders deliberates the guarantee matters in Item (V) 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, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
The “external guarantee” mentioned in these Rules refers to the guarantee provided by the company for others, including the guarantee provided by the company to its holding subsidiaries; The “total amount of external guarantees of the company and its holding subsidiaries” refers to the sum of the total amount of external guarantees of the company including the guarantee of the company to its holding subsidiaries and the amount of external guarantees of its holding subsidiaries.
Article 6 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 from time to time. In case of any situation that the extraordinary general meeting of shareholders should be held as stipulated in Article 100 of the company law, Article 57 of the articles of association and Article 7 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 Guangdong securities regulatory bureau and the stock exchange, explain the reasons and make an announcement.
Article 7 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 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 articles of Association; (II) when the company’s outstanding losses reach one-third 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.
The number of shares held in Item (III) above shall be calculated according to the date of shareholders’ request.
Article 8 the place where the company holds the general meeting of shareholders is the domicile of the company or other places listed in the notice of the meeting.
The general meeting of shareholders shall set up a venue, which shall be held by combining on-site meeting and online voting. The time and place of the shareholders’ meeting shall be convenient for them to attend. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
If a shareholder participates in the general meeting of shareholders through the Internet, the shareholder identity verification shall be handled in accordance with the relevant provisions of the institution providing online voting services for the general meeting of shareholders of the company, and the result of the shareholder identity verification obtained in accordance with the relevant provisions shall prevail.
Article 9 when convening the 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 III convening of the general meeting of shareholders
Article 10 the board of directors shall convene the shareholders’ meeting on time within the time limit specified in Article 6 of these rules.
If the board of directors is unable or fails to perform the duty of convening the general meeting of shareholders, the board of supervisors shall convene and preside over the meeting in time; If the board of supervisors does not convene and preside over the meeting, shareholders who individually or jointly hold more than 10% of the company’s shares for more than 90 consecutive days may convene and preside over the meeting on their own.
The board of directors, or the board of supervisors or shareholders who are responsible for convening the general meeting of shareholders in accordance with the provisions of the company law or the articles of association, shall be the convener 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 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 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%
