Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to promote the smooth progress of the shareholders’ meeting of Sirio Pharma Co.Ltd(300791) (hereinafter referred to as “the company”), standardize the organization and behavior of the shareholders’ meeting, improve the discussion efficiency of the shareholders’ meeting, safeguard the legitimate rights and interests of shareholders, and ensure that the shareholders’ meeting can exercise its functions and powers according to law, and the contents of its procedures and resolutions are effective and legal, These rules are hereby formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for the general meeting of shareholders of listed companies, the Sirio Pharma Co.Ltd(300791) articles of Association (hereinafter referred to as the “articles of association”) and other relevant 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 that should be resolved by the general meeting of shareholders as stipulated in the articles of Association;
（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; （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 general meeting of shareholders shall not authorize the board of directors or other institutions and individuals to exercise the functions and powers of the general meeting of shareholders specified in Article 2 of these rules and statutory, but may authorize the board of directors to handle or implement the specific matters under the resolution after the corresponding resolution is adopted by the general meeting of shareholders.
Article 4 when the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the equity, the board of directors or the convener of the general meeting of shareholders shall determine a certain date as the equity registration date, and the shareholders registered on the equity registration date shall be the shareholders enjoying relevant rights and interests. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company.
All ordinary shareholders (including preferred shareholders whose voting rights are restored) registered on the equity registration date or their proxies have the right to attend the general meeting of shareholders, and the company and the convener shall not refuse for any reason.
Article 5 shareholders may entrust agents to attend the general meeting of shareholders and specify the scope of authorization. Directors, supervisors, general manager and other senior managers, accountants of accounting firms hired by the company, legal advisers and other personnel approved by the board of directors to attend the meeting may attend the meeting. In order to confirm the attendance qualification of shareholders, shareholders’ agents or other attendees attending the meeting, if necessary, the host may assign personnel of the conference affairs group of the general meeting to carry out necessary verification, and the verified shall cooperate.
Article 6 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 and notification of the general meeting of shareholders
Article 7 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. The extraordinary general meeting of shareholders shall be held irregularly. In case of the circumstances that the extraordinary general meeting of shareholders shall be held as stipulated in Article 100 of the 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 dispatched office of the CSRC where the company is located and the stock exchange where the company’s shares are listed for trading, explain the reasons and make an announcement.
Article 8 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) written request from shareholders who individually or jointly hold more than 10% of the company’s shares;
(IV) when the board of directors deems it necessary;
(V) when the board of supervisors proposes to hold a meeting;
(VI) the meeting is proposed by independent directors and approved by more than half of all independent directors;
(VII) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
The number of shares held in Item (III) above shall be calculated according to the date of written request by shareholders, and only ordinary shares and preferred shares with voting rights restored shall be calculated.
Article 9 when the company holds a general meeting of shareholders, the convener shall notify all shareholders in the form of announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders shall notify all shareholders in the form of announcement 15 days before the meeting.
Article 10 the notice of the shareholders’ meeting 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 (including preferred shareholders whose voting rights have been restored) have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to 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 all the specific contents of all proposals, as well as all the 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 will be disclosed at the same time when issuing the notice or supplementary notice of the general meeting of shareholders.
If there is a situation that shareholders need to avoid voting or promise to give up their voting rights at the general meeting of shareholders, the convener shall clearly disclose the relevant situation in the notice of the general meeting of shareholders, quote the relevant announcement disclosing the reasons why shareholders need to avoid voting or promise to give up their voting rights, and explain whether such shareholders can accept the entrustment of other shareholders to vote and give special tips.
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.
The date of equity registration shall be the trading day. The interval between the date of equity registration and the date of the meeting shall not be less than two working days and not more than seven working days. Once the equity registration date is confirmed, it shall not be changed.
Article 11 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;
When the general meeting of shareholders votes on the election of directors and supervisors (except for the election of a director or supervisor), the cumulative voting system shall be implemented. 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. When the general meeting of shareholders elects directors, independent directors and non independent directors shall vote separately.
The cumulative voting system mentioned in the preceding paragraph refers to that when the general meeting of shareholders elects directors or supervisors, each ordinary share (including preferred shares with voting rights restored) has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used centrally.
Article 12 after the notice of convening the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or cancelled without justified reasons. 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 two trading days before the scheduled date of the shareholders’ meeting. The convener shall state the reasons in the notice of postponement and announce the date of postponement.
If the company postpones the convening of the general meeting of shareholders, the equity registration date of shareholders entitled to attend the general meeting of shareholders specified in the original notice shall not be changed, and the on-site meeting date after the postponement shall still comply with the provision that the interval between the on-site meeting and the equity registration date shall not be more than seven working days.
Article 13 the board of directors shall convene the general meeting of shareholders in accordance with laws, administrative regulations, the articles of association and these rules of procedure.
Article 14 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 shall explain the reasons and make a public announcement. Article 15 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 16 ordinary shareholders (including preferred shareholders whose voting rights are restored) 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 disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, ordinary shareholders (including preferred shareholders whose voting rights are restored) who individually or jointly hold 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 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 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. Ordinary shareholders (including preferred shareholders whose voting rights have been restored) 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 on their own.
Article 17 Where 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 stock exchange for the record. Prior to the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening ordinary shareholders (including the preferred shareholders whose voting rights are restored) shall not be less than 10%.
The board of supervisors and the 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 18 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 19 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the company.
Chapter III matters and proposals discussed at the general meeting of shareholders
Article 20 the proposer shall clearly explain the relationship between the proposals in the proposal letter and other documents containing the contents of the proposals, clarify whether the relevant proposals are submitted to the same shareholders’ meeting for voting, and explain the reasons for the selection of voting methods and the legality and compliance.
Article 21 the proposal of the general meeting of shareholders is a specific proposal for the matters that should be discussed at the general meeting of shareholders, and the general meeting of shareholders shall make a resolution on the specific proposal.
Article 22 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.
If the convener needs to supplement or correct the disclosure of the proposal according to the regulations, he shall not substantially modify the proposal, and the relevant supplementary or correction announcement shall be published before the online voting of the general meeting of shareholders. The legal opinion disclosed at the same time with the resolution of the general meeting of shareholders shall include the lawyer’s supplement to the disclosure of the proposal Whether the correction constitutes a clear opinion issued by the substantive modification of the proposal.
If a proposal is substantially revised, the relevant change shall be regarded as a new proposal and shall not be voted at this shareholders’ meeting.
Article 23 when the company proposes to dismiss or no longer renew the appointment of an accounting firm, it shall notify the accounting firm in advance. When the general meeting of shareholders of the company votes on the dismissal of the accounting firm, the accounting firm may state its opinions to the general meeting of shareholders.
Statement by accounting firm
