Bece Legend Group Co.Ltd(000803)
Rules of procedure of the general meeting of shareholders
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to further clarify the responsibilities and authorities of the general meeting of shareholders, standardize the operation procedures of the general meeting of shareholders and give full play to the role of the general meeting of shareholders, 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) and the rules of the general meeting of shareholders of listed companies The Bece Legend Group Co.Ltd(000803) articles of Association (hereinafter referred to as the articles of association) and relevant provisions are hereby formulated.
Article 2 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, these rules and the articles of association 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.
Chapter II general provisions of the general meeting of shareholders
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 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 issuance of bonds by the company;
(x) make resolutions on the merger, division, spin off, change of corporate form, dissolution and liquidation 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 change of the purpose of the raised funds;
（14） Make resolutions on the purchase and sale of major assets by the company within 12 consecutive months that exceed 30% of the company’s latest audited total assets;
（15） Review the equity incentive plan and employee stock ownership plan;
（16） Review any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
（17） Review the guarantee provided by the company for the guarantee object with asset liability ratio exceeding 70%; （18） Make a resolution on any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
（19） Make a resolution on the guarantee that the amount guaranteed by the company within one year exceeds 30% of the company’s latest audited total assets;
（20） Make a resolution on the guarantee that the amount of a single guarantee of the company exceeds 10% of the latest audited net assets;
（21） Make resolutions on the guarantees provided by the company’s shareholders, actual controllers and their related parties;
（22） Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, regulations 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 six months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held irregularly. 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 Shenzhen Stock Exchange, explain the reasons and make an announcement.
Article 5 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 the minimum quorum specified in the company law or less than two-thirds of the number specified in 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 total voting 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) the proposal of independent directors needs to be approved by more than half of all independent directors and reviewed and approved by the board of directors;
(VII) other circumstances stipulated in the articles of association.
The number of shares held in Item (III) above shall be calculated according to the date when the shareholders put forward the written request, but before the announcement of the resolution of the general meeting of shareholders of the company, the shares of the company held by the shareholders mentioned in Item (III) above alone or jointly shall not be less than 10% of the total voting shares of the company; If the number of shares held is less than 10%, the resolution made at the extraordinary general meeting of shareholders shall be invalid.
Article 6 when the company holds the general meeting of shareholders, it shall employ two lawyers 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.
Article 7 the general meeting of shareholders of the company shall be held in the form of on-site meeting at the place specified in the articles of association. Article 8 the Secretary of the board of directors shall be responsible for the preparation and organization of the general meeting of shareholders.
Article 9 the convening of the general meeting of shareholders shall adhere to the principle of simplicity and simplicity, and shall not give additional benefits to shareholders or shareholders’ agents attending the meeting.
Chapter III convening of the general meeting of shareholders
Article 10 if the general meeting of shareholders is convened by the board of directors, it shall be presided over by the chairman of the company; If the chairman is unable or fails to perform his duties, the vice chairman shall preside over the meeting; If 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.
Article 11 more than half of the 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 disagrees with the convening of the extraordinary general meeting of shareholders, it shall explain the reasons and make a timely announcement, and hire a law firm to issue legal opinions on the relevant reasons and their legality and compliance and make an announcement.
Article 12 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, the articles of association and these rules, 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. The change of the original request in the notice shall be subject to the written consent of the board of supervisors.
If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, it shall explain the reasons and make a timely announcement, and hire a law firm to issue legal opinions on the relevant reasons and their legality and compliance and make an announcement. At the same time, the board of directors shall cooperate with the board of supervisors to convene the general meeting of shareholders on its own, and shall not delay or refuse to perform the obligations of cooperation and disclosure without reason.
Article 13 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, the articles of association and these rules, 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 disagrees with the convening of the extraordinary general meeting of shareholders, it shall explain the reasons and make a timely announcement, and hire a law firm to issue legal opinions on the relevant reasons and their legality and compliance and make an announcement. If the board of directors does not agree to convene an extraordinary general meeting of shareholders, 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 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 disagrees with the convening of the extraordinary general meeting of shareholders, it shall explain the reasons and make a timely announcement, and hire a law firm to issue legal opinions on the relevant reasons and their legality and compliance and make an announcement. At the same time, the board of directors and the board of supervisors shall cooperate with the shareholders who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days to convene the general meeting of shareholders by themselves, and shall not delay or refuse to perform the obligations of cooperation and disclosure without reason.
Article 14 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 Shenzhen 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 Shenzhen 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 15 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 will provide the register of shareholders on the equity registration date. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders.
Article 16 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 17 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, the articles of association and these rules.
Article 18 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.
Shareholders who individually or jointly hold more than 3% of the company’s shares may put forward an interim proposal 10 days before the general meeting of shareholders, and submit a written proposal letter, power of attorney and valid supporting documents indicating the identity of shareholders to the convener. The content of the proposal letter shall include: the name of the proposal, the specific content of the proposal, the statement of the proposer that the proposal complies with the provisions of Article 13 of the rules of the general meeting of shareholders, and the statement of the proposer to ensure the authenticity of the shareholding certificate and power of attorney provided.
If the convener determines that the interim proposal complies with the provisions of Article 13 of the rules of the general meeting of shareholders, he 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. If the convener determines that the interim proposal does not comply with the provisions of Article 13 of the rules of the general meeting of shareholders, and then determines that the general meeting of shareholders shall not vote on the interim proposal and make a resolution, he shall announce the contents of the relevant interim proposal of shareholders within 2 days after receiving the proposal, as well as the detailed basis and legal compliance of the above-mentioned decision, At the same time, a law firm shall be hired to issue legal opinions on relevant reasons and their legality and compliance and make an announcement.
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 17 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 19 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, 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.
Article 20 in accordance with relevant laws and regulations, if it is necessary for the general meeting of shareholders to consider the proposal to change the purpose of the raised funds, the reasons for the change of the purpose of the raised funds, the overview of the new project and its impact on the future of the company shall be explained in the notice of convening the general meeting of shareholders.
Article 21 after reviewing and adopting the annual report, the board of directors shall make a resolution on the profit distribution plan, which shall be taken as the proposal of the annual general meeting of shareholders.
Article 22 the convener shall notify all shareholders by public announcement 20 days before the annual general meeting of shareholders is held. The extraordinary general meeting of shareholders shall be notified to all shareholders by public announcement 15 days before the meeting is held.
Article 23 the notice of the shareholders’ meeting shall include the following contents:
(I) date, 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 an agent to attend the meeting and vote. The agent of the shareholder does not need to be the 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) the time and place of delivery of the power of attorney.
(VII) 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 relevant proposals require the opinions of independent directors and recommendation institutions, the opinions of independent directors and recommendation institutions shall be announced at the latest when the notice or supplementary notice of the general meeting of shareholders is issued.
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.
Article 24 Where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders will fully disclose the details of the candidates for directors and supervisors, including at least the following contents:
(I) whether there are circumstances in which they are not allowed to be nominated as directors and supervisors; Whether the qualifications meet the requirements of laws, administrative regulations, departmental rules, normative documents, listing rules, other rules of the exchange and the articles of Association;
(II) educational background, work experience, part-time job and other information, especially the work of more than 5% of the company’s shareholders, actual controllers and other units, as well as the directors, supervisors and senior managers in other institutions in the past five years
