Weilong Grape Wine Co.Ltd(603779)
Document name: rules of procedure of the general meeting of shareholders
Document No.: ZQ / wl-06-b-2016
Prepared by: sun Zhaoxue
Reviewed by: Zheng Linlin
Approved by: Huang zuchao
Issued by 20xx-xx-xx implemented by 20xx-xx-xx
Prepared by Securities Department
Weilong Grape Wine Co.Ltd(603779)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to standardize the discussion methods and procedures of the general meeting of shareholders of Weilong Grape Wine Co.Ltd(603779) (hereinafter referred to as the “company”) 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”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) These rules are formulated in accordance with the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules of Shanghai Stock Exchange) and other relevant laws and regulations and the articles of association.
Article 2 the general meeting of shareholders of the company is the authority of the company and shall exercise its functions and powers in accordance with the laws, regulations, normative documents specified in Article 1 and the scope of functions and powers specified in these rules.
Article 3 the board of directors of the company shall earnestly perform its duties and seriously and timely organize the general meeting of shareholders. The directors of the company shall be diligent and responsible to ensure the normal convening of the general meeting of shareholders and the performance of their functions and powers according to law.
Article 4 the board of supervisors of the company shall support and assist the board of directors of the company in organizing the general meeting of shareholders according to law. All supervisors of the company are responsible for supervising the normal convening of the general meeting of shareholders.
Chapter II general provisions of the general meeting of shareholders
Article 5 the general meeting of shareholders of the company 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 supervisors not held by employee representatives, and decide on relevant directors
Remuneration of 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 company’s employment, dismissal or non renewal of the accounting firm; （12） Review and approve the guarantee matters specified in Article 6 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 change of the purpose of the raised funds; （15） Review the equity incentive plan; （16） To review the acquisition of the company’s shares under the circumstances specified in items (I) and (II) of Article 22 of the articles of Association; （17） Review other matters that should be decided by the shareholders’ meeting according to laws, administrative regulations, departmental rules or the articles of association.
The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 6 the following external guarantees (including but not limited to) of the company shall be reviewed and approved by the general meeting of shareholders: (I) any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets; (II) any guarantee provided after the company’s total external guarantee reaches or exceeds 30% of the latest audited total assets; (III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the amount of a single guarantee exceeds 10% of the latest audited net assets; (V) guarantees provided to shareholders, actual controllers and their related parties;
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their related parties, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders. The above external guarantees that should be approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors.
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 6 months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held from time to time. Under any of the following circumstances, the company shall convene the extraordinary general meeting of shareholders within 2 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) 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.
Article 8 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 9 when the company holds the general meeting of shareholders, it will 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 laws, administrative regulations and the company
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 III convening of the general meeting of shareholders
Article 10 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 7 of these rules.
Article 11 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 will explain the reasons and make a public 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 and the articles of association, give written feedback on whether it agrees or disagrees with the convening of 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 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 13 shareholders who individually or jointly hold more than 10% of the shares of the company shall have the right to
When the board of directors requests to convene an extraordinary general meeting of shareholders, it shall put forward and clarify the topics of the meeting 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. The aforesaid number of shares shall be calculated according to the date on which the shareholder puts forward a written 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 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 in writing, and the topics of the meeting shall be proposed and clarified 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 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 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 report to the dispatched office of CSRC and Shanghai 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 convening the board of supervisors and shareholders, relevant supporting materials shall be submitted to the dispatched office of the CSRC and the stock exchange where the company is located 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 shall provide the register of shareholders on the date of equity registration. Dong
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 16 for the shareholders’ meeting 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 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 and the articles of association.
Article 18 the company shall convene the general meeting of shareholders, and the board of directors, the board of supervisors and
Shareholders who jointly hold more than 3% of the company’s shares 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 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.
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 the convener will notify all shareholders in the form of announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders will notify all shareholders in the form of announcement 15 days before the meeting. Article 20 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 shareholders have the right to attend the general meeting of shareholders and can
Entrust a proxy in writing to attend the meeting and vote, and 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.
This article applies to the notice of shareholders’ meeting convened by the board of supervisors or shareholders in accordance with the articles of association.
The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals. 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 the general meeting of shareholders 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.
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 21 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 detailed information of the candidates for directors and supervisors, including at least the following contents: (I) personal information such as educational background, work experience and part-time job; (II) whether there is a related relationship with the company or the controlling shareholder and actual controller of the company; (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.
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 22 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 V convening of the general meeting of shareholders
Article 23 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 24 the place where the company holds the general meeting of shareholders shall be the place of domicile of the company or the place specified in the articles of association.
The general meeting of shareholders will be held in the form of on-site meeting. The board of directors of the company may decide to adopt online voting according to specific circumstances 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 25 all shareholders registered on the equity registration date or
