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 Leo Group Co.Ltd(002131) (hereinafter referred to as “the company”) and the company’s shareholders, 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”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules of the general meeting of shareholders of listed companies (hereinafter referred to as the “rules of the general meeting of shareholders”), the governance standards of listed companies (hereinafter referred to as the “governance standards”) and other relevant laws and regulations, and the Leo Group Co.Ltd(002131) articles of Association (hereinafter referred to as the “articles of association”), Formulate these rules.
Chapter II general provisions of the general meeting of shareholders
Article 2 the general meeting of shareholders is the authority of the company and exercises the following functions and 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 profit distribution plan of the company;
(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) amendment of the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） Review and approve the guarantee matters specified in Article 3;
（13） 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;
（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 shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
Article 3 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(I) 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;
(II) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the company’s total audited assets in the latest period;
(III) any guarantee after the accumulative amount of guarantee within one year exceeds 30% of the company’s latest audited total assets;
(IV) guarantee provided for the guarantee object whose asset liability ratio exceeds 70% as shown in the latest financial statements;
(V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their affiliates.
In addition to the above circumstances, other external guarantees shall be approved by the board of directors, with the consent of more than two-thirds of the directors attending the meeting of the board of directors and more than two-thirds of all independent directors. Without the approval of the board of directors or the general meeting of shareholders, the company shall not provide external guarantee.
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.
Article 5 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 the minimum quorum specified in the company law or two-thirds of the number specified in 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 if the company fails to convene the general meeting of shareholders within the time limit specified in the first two articles of these rules of procedure, it shall report to Zhejiang regulatory bureau of CSRC and Shenzhen Stock Exchange, explain the reasons and make an announcement.
Article 7 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 8 when the company holds the general meeting of shareholders, it will hire a lawyer to give legal opinions on the following issues and make an announcement:
(I) whether the convening and convening procedures of the meeting comply with laws, administrative regulations 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 9 the board of directors shall convene the general meeting of shareholders within the time limit specified in these rules of procedure.
Article 10 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 will 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 will explain the reasons and make a public announcement.
Article 11 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 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 will 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 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 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 12 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 proposal 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 13 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 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 or convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
Article 14 the board of directors and the Secretary of the board of directors will 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 15 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the company.
Chapter IV proposal and notice of shareholders’ meeting
Article 16 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 17 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 company’s shares have the right to put forward proposals to the company.
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.
Except for the circumstances specified in the preceding paragraph, after issuing the notice and announcement of the general meeting of shareholders, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals.
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.
Article 18 the convener will notify all ordinary shareholders in the form of announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders will notify all ordinary shareholders in the form of announcement 15 days before the meeting.
Article 19 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 ordinary shareholders have the right to attend the general meeting of shareholders, and can entrust a proxy in writing to attend and vote at the meeting. 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 notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals. 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.
The company shall clearly specify the voting time and voting procedures by network or other means in the notice of the general meeting of shareholders.
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 20 requirements of the proposal:
1. If a proposal involving investment, property disposal, acquisition and merger is put forward, the details of the matter shall be fully explained, including the amount involved, price (or valuation method), book value of assets, impact on the company, approval, etc. If it is necessary to conduct asset evaluation, audit or issue an independent financial adviser report in accordance with relevant regulations, the board of directors shall publish the asset evaluation, audit results or independent financial adviser report at least five working days before the shareholders’ meeting.
2. If the board of Directors proposes to change the use of the share offering funds, it shall explain the reasons for changing the use of the share offering funds, the overview of the new project and its impact on the future of the company in the notice of convening the general meeting of shareholders.
3. Matters involving public offering of shares and other matters that need to be submitted to the CSRC for approval shall be put forward as special proposals.
4. After reviewing and adopting the annual report, the board of directors shall make a resolution on the profit distribution plan and make it a proposal of the annual general meeting of shareholders. When the board of Directors proposes the plan of converting capital reserve into share capital, it shall explain in detail the reasons for the conversion and disclose them in the announcement. When announcing the share distribution or capital reserve conversion plan, the board of directors shall disclose the earnings per share and net assets per share before and after the transfer, as well as the impact on the future development of the company.
5. The appointment of an accounting firm by the company must be decided by the general meeting of shareholders, and the board of directors shall not appoint an accounting firm before the decision of the general meeting of shareholders.
The company shall notify the accounting firm 10 days in advance when proposing to dismiss or not renew the employment of the accounting firm. When the general meeting of shareholders of the company votes on the dismissal of the accounting firm, the accounting firm is allowed to state its opinions to the general meeting of shareholders.
If the accounting firm proposes to resign, it shall explain to the shareholders’ meeting whether there is any misconduct in the company.
Article 21 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:
(I) education background, work experience, part-time job and other personal information;
(II) whether there is a related relationship with the company or the controlling shareholder and actual controller of the company;
(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 stock exchange.
In addition to adopting the cumulative voting system to elect directors and supervisors, each candidate for directors and supervisors shall be proposed in a single proposal.
Article 22 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 V convening of the general meeting of shareholders
Article 23 the place where the company holds the general meeting of shareholders is the domicile of the company or other places specified in the notice of the general meeting of shareholders.
Article 24 the general meeting of shareholders shall set up a venue and be held in the form of on-site meeting. In accordance with the provisions of laws, administrative regulations, CSRC or the articles of association, safe, economic and convenient networks and other ways shall be adopted 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 vote on their behalf
