Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530)
Rules of procedure of the general meeting of shareholders
(reviewed and revised at the 2021 annual general meeting of shareholders)
catalogue
Chapter I General Provisions Chapter II nature and functions of the general meeting of shareholders Chapter III conditions for convening the general meeting of shareholders Chapter IV convening of the general meeting of shareholders Chapter V discussion contents and proposals of the general meeting of shareholders Chapter VI qualification and registration of shareholders attending the general meeting of shareholders Chapter VII attendance of the meeting Chapter VIII procedures of the general meeting of shareholders Chapter IX resolutions of the general meeting of shareholders Chapter X discipline of the general meeting of shareholders Chapter XI minutes of the general meeting of shareholders Chapter XII adjournment And adjournment Chapter XIII provisions on the implementation of resolutions of the general meeting of shareholders and information disclosure chapter XIV supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) (hereinafter referred to as “the company”) and the shareholders of 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”) These rules are formulated in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) articles of Association (hereinafter referred to as the “articles of association”) and relevant national regulations.
Chapter II nature and powers of the general meeting of shareholders
Article 2 the general meeting of shareholders is the authority of the company.
Article 3 the general meeting of shareholders shall exercise the following functions and powers according to law:
(I) determine the company’s business policy and investment plan;
(II) elect and replace directors and decide on matters related to directors’ remuneration;
(III) elect and replace the supervisors held by the shareholder representatives, and decide on the remuneration of the supervisors;
(IV) review and approve the report of the board of directors;
(V) review and approve the report of the board of supervisors;
(VI) review and approve the company’s annual financial budget plan and final account plan;
(VII) review and approve the company’s profit distribution plan and loss recovery plan;
(VIII) make resolutions on the increase or decrease of the company’s registered capital;
(IX) make resolutions on the listing and trading of the company’s shares on the stock exchange;
(x) make resolutions on the issuance of corporate bonds;
（11） Make resolutions on the merger, division, dissolution and liquidation of the company;
（12） Make resolutions on the employment and dismissal of accounting firms by the company;
（13） Amend the articles of Association;
（14） Deliberating the proposal of shareholders representing more than 3% of the total number of voting shares issued by the company;
（15） Review and approval of the relevant provisions of Article 8.1 of 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） To consider other matters that shall be decided by the shareholders’ meeting in accordance with laws, regulations and the articles of association.
Chapter III conditions for convening the general meeting of shareholders
Article 4 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. The general meeting of shareholders will be held in the form of on-site meeting. The company will also provide network means 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. The on-site closing time of the general meeting of shareholders shall not be earlier than the network mode. The company shall clearly specify the voting time and voting procedures of the network mode in the notice of the general meeting of shareholders. The shareholders’ meeting shall be held at 9:00 a.m. on the same day and shall not end before 3:30 p.m. on the same day. The general meeting of shareholders shall be held at the domicile of the company. The annual general meeting of shareholders shall be held at least once a year and shall be held within six months after the end of the previous fiscal year. The maximum period between two annual meetings shall not exceed 15 months.
Article 5 under any of the following circumstances, an extraordinary general meeting of shareholders shall be convened within two months from the date of such circumstances:
(I) when the board of directors deems it necessary or the board of supervisors proposes to convene the meeting;
(II) written request from shareholders who individually or jointly hold more than 10% (including 10% and excluding voting proxy) of the total voting shares of the company;
(III) the number of directors is less than the minimum quorum stipulated in the company law or less than two-thirds of the number stipulated in the articles of Association;
(IV) when the company’s outstanding losses reach one-third or more of the total registered capital; (V) when more than half of the independent directors propose to convene the meeting.
Article 6 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 dispatched office of the CSRC and the stock exchange where the company is located 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%. When issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC and the stock exchange where the company is located.
Article 7 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. 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 IV convening of the general meeting of shareholders
Article 8 when convening the annual general meeting of shareholders, the convener shall notify all shareholders 20 days before the meeting is held; When convening an extraordinary general meeting of shareholders, the convener shall notify all shareholders 15 days before the meeting is held. The notice of convening the general meeting of shareholders shall be published in the newspapers and periodicals selected by the board of directors in accordance with laws, regulations and the articles of association in the form of announcement. When the company calculates the starting period, it does not include the date of the meeting, but includes the date of announcement.
Article 9 the notice of convening the general meeting of shareholders shall meet the following requirements:
(I) specify the date, place and time limit of the meeting;
(II) specify the matters 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 an agent to attend the meeting and vote. The agent of the shareholder does not need to be a shareholder of the company; (IV) specify the registration date of the equity of the shareholders who are qualified to attend the general meeting of shareholders;
(V) specify the name, telephone and fax number of the permanent contact person for conference affairs;
(VI) specify the voting time and voting procedures of network mode.
Article 10 the board of directors shall list the matters discussed at the shareholders’ meeting in the notice of convening the shareholders’ meeting, and fully disclose the contents of all proposals put forward by the board of directors. If it is necessary to change the matters involved in the resolution of the previous general meeting of shareholders, the contents of the proposal shall be complete and not only the contents of the change shall be listed.
Those listed in “other matters” without specific contents shall not be regarded as proposals, and the general meeting of shareholders shall not vote.
Article 11 except for the circumstances specified in article 5.18 of the articles of association, 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.
Article 12 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 at least two working days before the original date of the meeting and explain the reasons.
If the company postpones the convening of the general meeting of shareholders, it shall not change the equity registration date of shareholders entitled to attend the general meeting of shareholders specified in the original notice.
Article 13 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 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 14 for the proposal of the board of supervisors 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. 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 15 for the proposal of shareholders who individually or jointly hold more than 10% of the company’s shares 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 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.
Article 16 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 17 Where a shareholder proposes to convene an extraordinary general meeting on its own, it shall notify the board of directors in writing, report to the Dalian securities regulatory bureau of the CSRC and Shenzhen stock exchange for the record, and issue a notice of convening an extraordinary general meeting. In addition to the articles of association, the contents of the notice shall also comply with the following provisions:
(I) no new content shall be added to the proposal, otherwise the proposing shareholders shall resubmit the request for convening the general meeting of shareholders to the board of directors according to the above procedures;
(II) the meeting place shall be the location of the company.
Chapter V discussion contents and proposals of the general meeting of shareholders
Article 18 the contents listed in Article 3 of these rules are within the scope of discussion of the general meeting of shareholders. Article 19 the discussion contents (Topics) of the annual general meeting of shareholders and the extraordinary general meeting of shareholders shall be determined by the board of directors at the meeting of the board of directors (or the extraordinary meeting of the board of directors) held before the general meeting of shareholders, and the shareholders of the company shall be notified in writing. The board of directors determines the topics based on the proposals that should be submitted to the general meeting of shareholders for deliberation and approval as stipulated in the articles of association and these rules and the proposals put forward by shareholders according to law.
Article 20 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. Article 21 the convener may require the proposer to make corrections to the shareholder’s proposal that does not comply with Article 22 of these rules. If the proposal meets the requirements after correction, it shall be included in the agenda of the general meeting of shareholders. If the proposer fails to make corrections or still fails to meet the requirements after correction, the proposal is invalid and cannot be included in the agenda of the shareholders’ meeting. In the report submitted by the board of directors to the general meeting of shareholders, the handling of invalid proposals shall be explained, and the contents of the proposal and the explanation of the board of directors shall be announced together with the resolution of the general meeting of shareholders after the conclusion of the general meeting of shareholders.
Article 22 the proposal of the general meeting of shareholders shall meet the following conditions:
(I) the content does not conflict with the provisions of laws, regulations and the articles of association, and belongs to the scope of responsibilities of the general meeting of shareholders;
(II) there are clear topics and specific resolutions;
(III) submit or serve on the board of directors in writing.
Article 23 the board of directors of the company shall take the best interests of the company and shareholders as the code of conduct and examine the proposals of the general meeting of shareholders in accordance with the provisions of the articles of association.
Article 24 If the shareholders who put forward the proposal disagree with the decision of the board of directors not to include their proposal in the agenda of the general meeting of shareholders, they may convene an extraordinary general meeting of shareholders in accordance with the procedures specified in the articles of association.
Article 25 Where a proposal involves investment, property disposal, acquisition and merger, 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, examination and approval, whether related party transactions are involved, 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.
Article 26 If the board of Directors proposes to change the purpose of the raised funds, it shall explain the reasons for changing the purpose of the raised 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.
Article 27 matters involving the issuance of additional shares, allotment of shares and other matters that need to be submitted to the CSRC for approval shall be put forward as special proposals.
Article 28 after reviewing and adopting the annual report, the board of directors shall make a resolution on the profit distribution plan as 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.
Article 29 the board of directors shall put forward a proposal for the appointment of an accounting firm. When the board of Directors proposes to dismiss or not renew the appointment of an accounting firm, it shall notify the accounting firm in advance and explain the reasons to the general meeting of shareholders. The accounting firm has the right to state its opinions to the general meeting of shareholders. The board of directors shall not appoint an accounting firm before the decision of the general meeting of shareholders.
If the accounting firm proposes to resign, the board of directors shall explain the reasons at the next shareholders’ meeting. The resigned accounting firm shall be responsible for attending the general meeting of shareholders in writing or sending someone to explain whether the company is improper to the general meeting of shareholders.
Article 30 the list of candidates for directors and supervisors held by shareholders’ representatives shall be submitted to the shareholders’ meeting for resolution in the form of proposal. The employee supervisors shall be elected and dismissed by the employees of the company.
Shareholders who hold more than 3% of the total voting shares of the company have the right to submit a list of candidates for directors and supervisors. The board of directors, the board of supervisors, and shareholders who individually or jointly hold more than 1% of the issued shares of the company have the right to nominate candidates for independent directors. The number of candidates in each proposal shall not exceed the number specified in the articles of association.
The proposer shall provide candidates’ information to the board of directors and the board of supervisors
