Tibet Summit Resources Co.Ltd(600338)
Rules of procedure of the general meeting of shareholders
(revised in January 2022)
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, the standards for the governance of listed companies, the rules for the general meeting of shareholders of listed companies and the articles of association of the company in order to standardize the company’s behavior and ensure that the general meeting of shareholders exercises its functions and powers according to law.
Article 2 the company shall convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, these rules 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. The shareholders’ meeting shall be held diligently and normally, and all directors shall exercise their duties 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.
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. Under the circumstances specified in Article 101 of the current company law, 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 Tibet securities regulatory bureau of the CSRC (hereinafter referred to as the “Tibet securities regulatory bureau”) and the Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”), explain the reasons and make an announcement.
Article 5 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 6 the board of directors shall convene the shareholders’ meeting on time within the time limit specified in Article 4 of these rules.
Article 7 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, but shall obtain the consent of more than half of all independent directors. For the proposal of independent directors to convene an extraordinary general meeting, 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 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 8 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 it agrees or disagrees 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 duties of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
Article 9 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 it agrees or disagrees 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. 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 individually or jointly holding 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. The topics and proposals of the meeting shall be completely consistent with those submitted to the board of directors.
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 by themselves.
Article 10 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, file with Tibet securities regulatory bureau and Shanghai Stock Exchange, and timely issue the notice of convening the extraordinary general meeting of shareholders. No new content shall be added to the proposal in the notice, otherwise the relevant shareholders shall re submit the request for convening the general meeting of shareholders to the board of directors according to the above procedures, The meeting place listed in the notice shall comply with the provisions of the articles of association and these rules. 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 convening shareholders shall apply for locking the company’s shares held by them during the above-mentioned period before issuing the notice of the general meeting of shareholders.
The board of supervisors and convening shareholders shall submit relevant supporting materials to Tibet securities regulatory bureau and Shanghai 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 11 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 12 for the general meeting of shareholders convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company.
Chapter III proposals and notices of the general meeting of shareholders
Article 13 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 14 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 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 13 of these rules, the general meeting of shareholders shall not vote and make resolutions.
For the above-mentioned interim proposals of the general meeting of shareholders, the convener shall conduct formal review on the proposals according to the following principles:
(I) relevance. If the matters involved in the shareholders’ proposal are directly related to the company and do not exceed the scope of powers of the shareholders’ meeting specified in laws, regulations and the articles of association, it shall be submitted to the shareholders’ meeting for discussion. Those that do not meet the above requirements shall not be submitted to the general meeting of shareholders for discussion.
(II) procedural. The convener may make decisions on the procedural issues involved in the shareholders’ proposal.
(III) legality. Whether the content of the shareholder’s proposal violates the relevant provisions of laws, administrative regulations and the articles of association.
(IV) certainty. Whether the shareholders’ proposal has clear topics and specific resolutions.
If the convener decides not to include the shareholders’ proposal in the agenda of the meeting, it shall explain and explain it at the shareholders’ meeting. If the proposing shareholder has any objection to the convener’s not putting his proposal on the agenda of the general meeting of shareholders, he may call another extraordinary general meeting of shareholders in accordance with the provisions of the articles of association and these rules.
Article 15 the convener shall notify all shareholders in the form of public announcement 20 days before the annual shareholders’ meeting is held, and the extraordinary shareholders’ meeting shall notify all shareholders in the form of public announcement 15 days before the meeting is held. When calculating the starting period, the company shall not include the date of the meeting.
Article 16 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 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 disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
Article 17 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 by the CSRC and other relevant departments and the Shanghai Stock Exchange. In addition to adopting the cumulative voting system to elect directors and supervisors, each candidate for directors and supervisors shall submit a single proposal.
Article 18 the notice of the shareholders’ meeting shall specify the time and place of the meeting and determine the date of equity registration. 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.
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 make an announcement and explain the reasons at least 2 working days before the originally scheduled date.
Chapter IV convening of the general meeting of shareholders
Article 20 Unless specially designated by the board of directors, the place where the company holds the general meeting of shareholders is the office of the company. 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 announce and explain the reasons at least 2 working days before the date of the on-site meeting. The extraordinary general meeting of shareholders convened by the board of supervisors or shareholders shall be held at the office of the company.
The general meeting of shareholders shall be held in the form of on-site meeting. The company will also provide convenience for shareholders to attend the general meeting of shareholders through network or other means. 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.
The start 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 end time shall not be earlier than 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
Article 22 the board of directors and other conveners shall take necessary measures to ensure the normal order of the shareholders’ meeting. Except for the shareholders (or agents), directors, supervisors, Secretary of the board of directors, senior managers, employed lawyers and personnel invited by the board of directors attending the meeting, the company has the right to refuse other persons to enter according to law. 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.
The moderator may ask the following persons to leave the meeting:
(I) not qualified to attend the meeting;
(II) acts in violation of laws and regulations and the articles of association at the venue, disturbing the order of the venue, and the dissuasion is invalid.
If the above personnel do not obey the exit order, the host may order the staff to force them to exit. If necessary, it may ask the public security organ for assistance.
Article 23 all shareholders or their agents registered on the equity registration date shall have the right to attend the general meeting of shareholders, and the company and the convener shall not refuse for any reason.
Article 24 shareholders shall present their stock account cards, identity cards or other valid certificates or certificates indicating their identity to the shareholders’ meeting. The proxy shall also submit the power of attorney of the shareholder and the valid personal identity certificate.
If individual shareholders attend the meeting in person, they shall show their ID card or other valid certificates or certificates that can indicate their identity and stock account card; If an agent is entrusted to attend the meeting, he shall also show his valid ID card and the power of attorney of the shareholder.
The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he / she shall present his / her ID card and valid certificate proving his / her qualification as legal representative; If an agent is entrusted to attend the meeting, the agent shall also present his ID card and the written power of attorney issued by the legal representative of the legal person shareholder unit according to law.
Shareholders of an unincorporated organization shall be represented at the meeting by the person in charge of the organization or an agent entrusted by the person in charge. If the person in charge attends the meeting, he / she shall show his / her ID card and valid certificate proving his / her qualification as a person in charge; If an agent is entrusted to attend the meeting, the agent shall also show his ID card and the written power of attorney issued by the person in charge of the organization according to law.
Article 25 the convener and the lawyer shall jointly verify the legitimacy of the shareholders’ qualification according to the register of shareholders provided by the securities registration and clearing institution, and register the names of the shareholders and the number of voting shares held by them. Before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the total number of voting shares held, the meeting registration shall be terminated.
If the relevant vouchers submitted by the personnel attending the meeting are under any of the following circumstances, their qualification to attend the meeting shall be deemed invalid:
(1) the identity card of the principal or the person attending the meeting is forged, expired, altered, and the ID number is incorrect, which does not conform to the “People’s Republic of China resident identity card act”.
(II) the identity card information submitted by the client or the personnel attending the meeting is illegible;
(III) if the same shareholder entrusts more than one person to attend the meeting, the signature samples of the power of attorney are obviously inconsistent; (IV) the power of attorney is not signed or sealed by the principal;
(V) there are other obvious violations of laws, regulations, normative documents and the relevant provisions of the articles of association in the relevant vouchers submitted by the principal or the personnel attending the meeting on his behalf.
Because the authorization of the client is unknown or the relevant certificates proving the legal identity and entrustment relationship of the client submitted by its agent do not comply with laws, regulations, normative documents and the articles of association
