Stock abbreviation: Offshore Oil Engineering Co.Ltd(600583) Stock Code: Offshore Oil Engineering Co.Ltd(600583)
Rules of procedure of the general meeting of shareholders
On September 24, 2002, the first extraordinary general meeting of the company in 2002 deliberated and adopted and implemented the amendment approved by the 2003 annual general meeting of the company on April 19, 2004, the amendment approved by the 2004 annual general meeting of the company on December 25, 2006, and the amendment approved by the first extraordinary general meeting of the company in 2006 on August 27, 2007 The amendment was approved at the first extraordinary general meeting of shareholders in 2017 on April 22, 2011 the amendment was approved at the 2010 annual general meeting of shareholders of the company on March 11, 2013 the amendment was approved at the first extraordinary general meeting of shareholders in 2013 on May 20, 2015 the amendment was approved at the 2014 annual general meeting of shareholders of the company on November 17, 2017 the amendment was approved at the second extraordinary general meeting of shareholders in 2017 The amendment was approved at the 2021 annual general meeting of the company on May 20, 2002
catalogue
Chapter I General Provisions Chapter II General Provisions Chapter III convening of the general meeting of shareholders Chapter IV proposals and notices 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 authorization of the general meeting of shareholders to the board of directors Chapter VIII implementation of resolutions of the general meeting of shareholders Chapter IX supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Offshore Oil Engineering Co.Ltd(600583) (hereinafter referred to as “the company”), shareholders and creditors, and standardize the organization and behavior of the general meeting of shareholders of the company, in accordance with the company law of the people’s Republic of China (revised in 2018), the securities law of the people’s Republic of China (revised in 2019), the rules for the general meeting of shareholders of listed companies (revised in 2022) of the China Securities Regulatory Commission These rules of procedure (hereinafter referred to as the “rules”) are formulated in accordance with the guidelines for the articles of association of listed companies (revised in 2022) and other laws, regulations, normative documents and the Offshore Oil Engineering Co.Ltd(600583) articles of Association (hereinafter referred to as the “articles of association”).
Chapter II General Provisions
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 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） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） Review and approve the guarantee matters specified in Article 3 of these rules;
（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 transactions (excluding donated cash assets) specified in Article 9.1 of the stock listing rules of Shanghai stock exchange that meet one of the following standards: 1. The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the company’s total audited assets in the latest period;
2. The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
3. 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;
4. The main business income related to the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
5. 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.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
（15） Review and approve the related party transactions between the company and related parties with a transaction 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. （16） Review and approve loans with a single or cumulative amount of the current year accounting for more than 40% (including 40%) of the company’s latest audited net 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） 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 external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
(III) the guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets;
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other guarantees that shall be submitted to the general meeting of shareholders of the company for deliberation in accordance with the provisions issued by the CSRC and the Shanghai Stock Exchange from time to time.
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. 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 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. 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 Shanghai stock exchange where the company is located, explain the reasons and make an announcement.
Article 5 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;
Chapter III convening of the general meeting of shareholders
Article 6 the board of directors shall convene the general meeting of shareholders within the time limit specified in the articles of association and 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. 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 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 will 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 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 will 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 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 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 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 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.
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. The change of 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 shareholders’ meeting within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the shareholders’ meeting. 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 shareholders’ 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 and report to the Shanghai 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%.
The board of supervisors or convening shareholders shall submit relevant supporting materials to Shanghai 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 11 for the general meeting of shareholders convened by the board of supervisors or shareholders, the board of directors and the Secretary of the board of directors will cooperate. 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 China Securities Depository and Clearing Co., Ltd. Shanghai Branch for access 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.
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 proposal and notice of shareholders’ meeting
Article 12 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 13 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.
If the shareholders hold more than 10% of the shares in total, they may put forward a written proposal and submit it 3 days before the convening of the extraordinary general meeting. The convener shall issue a supplementary notice of the general meeting of shareholders within two 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 12 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 14 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.
Article 15 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;
(VI) voting time and procedures by network or other means.
The notice of the general meeting of shareholders and the supplementary notice shall fully and completely disclose the specific contents of all proposals, as well as 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.
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.
Article 16 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: (1) personal information such as educational background, work experience and part-time job;
（2） Whether there is a related relationship with the company or its controlling shareholders and actual controllers;
（3） Disclose the number of shares held by the company;
（4） 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 17 the interval between the date of equity registration and the date of the meeting shall not be more than seven working days. Once the equity registration date is confirmed, it shall not be changed.
Article 18 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.
Chapter V convening of the general meeting of shareholders
Article 19 the company shall convene the general meeting of shareholders at the place where the company is domiciled or at the place specified by the board of directors in the notice of convening the general meeting of shareholders.
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 the articles of association, a safe, economical and convenient network or other means 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.
Article 20
