Rules of procedure of the general meeting of shareholders
May 2022
catalogue
Chapter I General Provisions Chapter II convening of the general meeting of shareholders Chapter III proposal and notice of the general meeting of shareholders Chapter IV convening of the general meeting of shareholders 7 Chapter V Supplementary Provisions fourteen
Baotou Huazi Industry Co.Ltd(600191)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to regulate the behavior of Baotou Huazi Industry Co.Ltd(600191) (hereinafter referred to as the “company”) and ensure that the general meeting of shareholders exercises its functions and powers according to law, 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 (hereinafter referred to as the “Securities Law”), the rules for the general meeting of shareholders of listed companies, the articles of association and other relevant laws, regulations and normative documents.
Article 2 These Rules of procedure are an annex to the articles of association. The company shall convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, the articles of association and these rules 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 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) review and approve the adjustment or change plan of the company’s profit distribution policy;
(VIII) make resolutions on the increase or decrease of the company’s registered capital;
(IX) make resolutions on the issuance of corporate bonds;
(x) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
（11） Amend the articles of Association;
（12） Make resolutions on the employment and dismissal of accounting firms by the company;
（13） Review and approve the guarantee matters specified in Article 41 of the articles of Association;
（14） 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;
（15） Review and approve the change of the purpose of the raised funds;
（16） Review the equity incentive plan;
（17） Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules 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. Within 2 months from the date when the extraordinary general meeting of shareholders is held:
(I) the number of directors is less than the number specified in the company law or 2 / 3 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.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the Inner Mongolia regulatory bureau of the CSRC and the Shanghai Stock Exchange (hereinafter referred to as the “Stock Exchange”), explain the reasons and make an announcement.
(I) whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, the rules of the general meeting of shareholders of the listed company 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 general meeting of shareholders 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. 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 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 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 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 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 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 Inner Mongolia regulatory bureau of the CSRC and 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%. The board of supervisors and the convening shareholders shall submit relevant supporting materials to the Inner Mongolia regulatory bureau of the CSRC and 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 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 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.
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 proposal and notice of shareholders’ meeting
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.
Article 15 the convener shall notify all shareholders in the form of announcement 20 days before the annual shareholders’ meeting is held, and the extraordinary shareholders’ meeting shall notify all shareholders in the form of announcement 15 days before the meeting is held.
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 shareholders to make 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 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 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 stock exchange.
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 the company shall adhere to the principle of simplicity when convening the general meeting of shareholders, and shall not give additional economic benefits to shareholders (or agents) attending the meeting.
Article 21 the company shall convene the general meeting of shareholders at the place of its domicile or the place specified in the articles of association. 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, the CSRC and the articles of association, it shall adopt safe, economic and convenient networks or other ways 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 exercise their voting rights within the scope of authorization.
Article 22 If an individual shareholder attends the meeting in person, he shall show his ID card or other valid certificates or certificates that can prove his identity and stock account card; Those who entrust others to attend the meeting shall show their valid ID card and power of attorney of shareholders.
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 show 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 present his ID card and the written power of attorney issued by the legal representative of the legal person shareholder unit according to law.
Article 23 the power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall specify the following contents:
(I) the name of the agent;
(II) whether it has the right to vote;
(III) instructions to vote for, against or abstain from voting on each item included in the agenda of the general meeting of shareholders;
(IV) date of issuance and term of validity of the power of attorney;
(V) signature (or seal) of the client. If the principal is a legal person shareholder, it shall be stamped with the seal of the legal person. Article 24 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 starting 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 ending time shall not be earlier than 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
Article 25 the board of directors and other conveners shall take necessary measures to ensure the normal order of the general meeting of shareholders. 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.
Article 26 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 27 shareholders shall present their stock account card, ID card or other valid certificates or certificates that can indicate their identity to the shareholders’ meeting. The proxy shall also submit the power of attorney of the shareholder and the valid ID card of the individual.
Article 28 the convener and the lawyer shall jointly verify the legitimacy of the qualification of shareholders according to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, and register the names of shareholders and the number of voting shares they hold. The registration of the meeting shall be terminated before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the total number of voting shares held.
Article 29 when the company holds a general meeting of shareholders, all directors, supervisors and the Secretary of the board of directors shall attend the meeting, and the manager and other senior managers shall attend the meeting as nonvoting delegates.
Article 30 the general meeting of shareholders shall be presided over by the chairman. When the chairman is unable or fails to perform his duties, the vice chairman shall preside over the meeting; When the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.
The general meeting of shareholders convened by the board of supervisors shall be presided over by the chairman of the board of supervisors. When the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.
The general meeting of shareholders convened by the shareholders themselves shall be presided over by the representative elected by the convener.
When convening the shareholders’ meeting, if the chairman of the meeting violates these rules and makes the shareholders’ meeting unable to continue, he has the right to vote after attending the shareholders’ meeting on site
