Linuo Pharmaceutical Packaging: Shandong Linuo Pharmaceutical Packaging Co., Ltd. Individual Voting Management Measures for Small and Medium-sized Investors
Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Measures for the Management of Separate Counting of Votes for Small and Medium-sized Investors
Chapter 1 General Provisions
Article 1 In order to safeguard the legitimate rights and interests of small and medium-sized investors, further promote the scientific decision-making of major matters of joint-stock companies (hereinafter referred to as the "Company"), and urge the company to pay attention to the wishes and demands of small and medium-sized investors, these Measures are formulated in accordance with the State Council's "Several Opinions on Further Promoting the Healthy Development of the Capital Market", the General Office of the State Council's "Opinions on Further Strengthening the Protection of the Legitimate Rights and Interests of Small and Medium-sized Investors in the Capital Market" and the relevant requirements of the securities regulatory agencies and in light of the actual situation of the company.
Article 2 The term “small and medium-sized investors” as mentioned in these Measures refers to other shareholders of the company except the following shareholders:
(1) Shareholders who individually or collectively hold more than 5% of the company’s shares;
(2) Directors and senior managers of the company who hold shares of the company.
Chapter 2 Scope of application of separate counting of votes
Article 3 When the shareholders' meeting considers major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The major matters affecting the interests of small and medium-sized investors as referred to in these Measures include but are not limited to the following matters:
(1) Nominate, appoint and remove directors;
(2) Appointment and dismissal of senior management personnel;
(3) Remuneration of directors and senior managers;
(4) The formulation, adjustment, decision-making procedures, implementation and information disclosure of the company’s cash dividend policy, and whether the profit distribution policy harms the legitimate rights and interests of small and medium-sized investors;
(5) Related transactions that need to be disclosed, provision of guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, changes in the use of raised funds, independent changes in accounting policies by the company, stock and derivative investments and other major matters;
(6) The company’s shareholders, actual controllers and their affiliated enterprises have existing or new loans or other capital transactions with the company that total more than 3 million yuan and are higher than 5% of the company’s most recently audited net asset value, and whether the company has taken effective measures to collect the arrears;
(7) Major asset restructuring plans and equity incentive plans;
(8) Changes in accounting policies, accounting estimates or correction of major accounting errors for reasons other than changes in accounting standards;
(9) The company’s financial accounting reports and internal controls have been issued non-standard unqualified audit opinions by an accounting firm;
(10) The company plans to decide that its stocks will no longer be traded on the Shenzhen Stock Exchange, or apply for trading or transfer on other trading venues;
(11) Matters that the independent directors believe may harm the legitimate rights and interests of small and medium-sized shareholders;
(12) Matters stipulated in Article 22 of the "Online Voting Management System for Shareholders' Meetings";
(13) Provisions on relevant laws, administrative regulations, departmental rules, normative documents, stock exchange business rules, company articles of association, etc.
Chapter 3 Vote Counting Procedure
Article 4 The company’s shareholders’ meeting shall adopt a combination of on-site voting and online voting. Small and medium-sized investors can choose either on-site voting or online voting to vote on matters considered at the shareholders' meeting. If the same shareholder account votes repeatedly through multiple methods, the voting result of the shareholders' meeting shall be based on the result of the first valid vote.
Article 5 When the company’s shareholders’ meeting includes matters related to Article 3, the names of small and medium-sized investors and the number of voting shares they hold shall be separately registered. When the host of a shareholders' meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held, the attendance of small and medium-sized investors should be announced separately. Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If small and medium-sized investors attend the on-site shareholders' meeting, a small and medium-sized investor representative elected by the company shall be jointly responsible for counting and supervising the votes together with a lawyer and another elected shareholder representative. Shareholders who vote online can check their voting results through the corresponding voting system. When the company counts the voting results of the shareholders' meeting, in addition to counting the voting results of all shareholders who attended the shareholders' meeting, it should also count the voting results of the small and medium-sized investors who attended the shareholders' meeting.
Article 6 When the presiding officer of the shareholders' meeting announces the voting results, he shall give special reminders to small and medium-sized investors about their voting status on matters that require separate votes.
Article 7 The minutes and resolutions of the shareholders' meeting shall state whether there are any major matters that affect the interests of small and medium-sized investors among the matters considered at this meeting. If so, the number of small and medium-sized investors and agents attending the meeting, the number of shares with voting rights held and their proportion to the total number of shares with voting rights of the company, and the voting status of small and medium-sized investors on their separate voting matters shall be stated separately. The reasons why small and medium-sized investors voted against their individual voting matters (if any) should be recorded in the minutes of the shareholders' meeting.
Chapter 4 Information Disclosure
Article 8 The company shall state in the disclosed notice of shareholders’ meeting matters regarding the separate counting of votes for small and medium-sized investors, the combination of on-site voting and online voting, and a clear explanation of the online voting operation process.
Article 9 The announcement of a shareholders’ meeting resolution using separate counting of votes by small and medium-sized investors should also state:
(1) The votes of small and medium-sized investors will be counted separately at this shareholders’ meeting;
(2) This shareholders’ meeting will adopt a combination of on-site voting and online voting; the attendance of small and medium-sized investors at the shareholders’ meeting, including the number of small and medium-sized investors and agents present, the number of shares with voting rights held and their proportion to the total number of shares with voting rights of the company;
(3) The review and voting status of small and medium-sized investors on their separate voting matters, including the method of review and voting, the number of votes in favor, the number of votes against, and the number of abstentions on relevant proposals, including the proportion of the number of votes in favor to the total number of shares with voting rights held by shareholders attending the meeting.
Article 10 The legal opinions of the shareholders’ meeting disclosed by the company shall include the opinions of the witness lawyers on the separate counting of votes of small and medium-sized investors.
Chapter 5 Supplementary Provisions
Article 11 Matters not covered in these Measures shall be governed by the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
Article 12 These Measures shall be revised and interpreted by the company's board of directors in light of the needs of individual vote counting for small and medium-sized investors.
Article 13 This system will take effect and be implemented from the date it is reviewed and approved by the company's shareholders' meeting.
Article 14 This system shall be interpreted by the board of directors, and modifications shall require approval by the company’s shareholders’ meeting.
Shandong Linuo Pharmaceutical Packaging Co., Ltd.
September 20, 2025