Dongcheng Pharmaceutical: Rules of Procedure for Shareholders’ Meetings
Yantai Dongcheng Pharmaceutical Group Co., Ltd.
Rules of Procedure for Shareholders' Meeting
Chapter 1 General Provisions
Article 1 In order to safeguard the legitimate rights and interests of shareholders of Yantai Dongcheng Pharmaceutical Group Co., Ltd. (hereinafter referred to as the company), clarify the responsibilities and authorities of the shareholders' meeting, and ensure that the shareholders' meeting exercises its powers in accordance with the law, 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 of Shareholders' Meetings of Listed Companies, the Stock Listing Rules of the Shenzhen Stock Exchange, and the Guidelines for Self-Discipline Supervision of Listed Companies of the Shenzhen Stock Exchange. No. 1 - Standardized Operation of Main Board Listed Companies" and the "Articles of Association of Yantai Dongcheng Pharmaceutical Group Co., Ltd." (hereinafter referred to as the "Articles of Association") and other relevant regulations, these rules are formulated.
Article 2 The company shall convene shareholders' meetings in strict accordance with laws, regulations, the Articles of Association and the relevant provisions of these rules to ensure that shareholders can exercise their rights in accordance with the law. The company's board of directors should earnestly perform its duties and organize shareholders' meetings seriously and on time. All directors of the company should perform their duties diligently and ensure that shareholders’ meetings are held normally and their powers are exercised in accordance with the law.
Article 3 The shareholders’ meeting is the company’s authority and shall legally exercise the following powers within the scope of the Company Law and other relevant laws, regulations, normative documents and the Articles of Association:
(1) Elect and replace directors who are non-employee representatives, and decide on remuneration matters for directors;
(2) Review and approve the report of the board of directors;
(3) Review and approve the company’s profit distribution plan and loss compensation plan;
(4) Make a resolution to increase or decrease the company’s registered capital;
(5) Make a resolution on the issuance of corporate bonds;
(6) Make resolutions on the merger, division, dissolution, liquidation or change of company form;
(7) Amend the Articles of Association;
(8) Make a resolution on the company’s hiring and dismissal of the accounting firm that handles the company’s audit business;
(9) Review and approve the guarantee matters stipulated in the Articles of Association;
(10) Review the company’s purchase and sale of major assets within one year exceeding 30% of the company’s latest audited total assets;
(11) Review and approve changes in the use of raised funds;
(12) Review equity incentive plans and employee stock ownership plans;
(13) Review and approve related transactions between the company and related parties with a transaction amount exceeding 30 million yuan and accounting for more than 5% of the absolute value of the company's latest audited net assets (except for the provision of guarantees, the definition of related parties and related transactions, and circumstances that are exempt from submission to the shareholders' meeting for review shall be governed by the "Shenzhen Stock Exchange Stock Listing Rules");
(14) The company's annual shareholders' meeting may authorize the board of directors to decide to issue stocks with a total financing amount of no more than RMB 300 million and no more than 20% of the net assets at the end of the most recent year to specific objects. This authorization shall expire on the date of the next annual shareholders' meeting;
(15) Review other matters that should be decided by the shareholders’ meeting as stipulated in laws, administrative regulations, departmental rules or the Articles of Association.
The shareholders' meeting can authorize the board of directors to make a resolution on the issuance of corporate bonds.
Unless otherwise provided by laws, administrative regulations, and departmental rules, the powers of the above-mentioned shareholders' meeting shall not be exercised by the board of directors or other institutions or individuals through authorization.
Article 4 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual shareholders' meeting is held once a year and should be held within 6 months after the end of the previous fiscal year. Extraordinary shareholders' meetings are held from time to time. When the circumstances mentioned in Article 5 of these rules occur, the extraordinary shareholders' meeting shall be held within 2 months. If the company is unable to convene a shareholders' meeting within the above period, it shall report to the local office of the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) and the Shenzhen Stock Exchange where the company is located, explain the reasons and make an announcement.
Article 5 If any of the following circumstances occurs, the company shall convene an extraordinary shareholders' meeting within two months from the date of occurrence:
(1) When the number of directors is less than five;
(2) When the company’s uncompensated losses reach one-third of its total share capital;
(3) When requested by shareholders individually or jointly holding more than 10% of the company's shares;
(4) When the board of directors deems it necessary;
(5) When the audit committee proposes to convene;
(6) Other situations stipulated in laws, administrative regulations, departmental rules or the Articles of Association.
Chapter 2 Convening of Shareholders’ Meeting
Article 6 The board of directors shall convene the shareholders’ meeting on time within the time limit specified in Articles 4 and 5 of these rules.
Article 7 With the approval of more than half of all independent directors, independent directors have the right to propose to the board of directors to convene an extraordinary shareholders' meeting. Regarding the independent directors' proposal to convene an extraordinary shareholders' meeting, the board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and the Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days after making the board resolution; if the board of directors does not agree to convene an extraordinary shareholders' meeting, it shall explain the reasons and make an announcement.
Article 8 If the audit committee proposes to the board of directors to convene an extraordinary shareholders' meeting, it shall submit the proposal to the board of directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and the Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days after making the board resolution. Any changes to the original proposal in the notice must be approved by the audit committee.
If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the proposal, it will be deemed that the board of directors is unable to perform or fails to perform its duty to convene a shareholders' meeting, and the audit committee may convene and preside over it on its own.
Article 9 Shareholders who individually or jointly hold more than 10% of the company's shares must request the board of directors to convene an extraordinary shareholders' meeting in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within 10 days after receiving the request.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days after making the board resolution. Any changes to the original request in the notice must obtain the consent of the relevant shareholders.
If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the request, shareholders who individually or collectively hold more than 10% of the company's shares propose to the audit committee to convene an extraordinary shareholders' meeting, and shall submit a request to the audit committee in writing.
If the audit committee agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days of receiving the request. Any changes to the original request in the notice must be approved by the relevant shareholders.
If the audit committee fails to issue a notice of convening a shareholders' meeting within the prescribed period, it will be deemed that the audit committee has not convened and presided over the shareholders' meeting. Shareholders who individually or collectively hold more than 10% of the company's shares for more than 90 consecutive days may convene and preside over it on their own.
Article 10 If the audit committee or shareholders decide to convene a shareholders' meeting on their own, they shall notify the board of directors in writing and file it with the Shenzhen Stock Exchange.
Before the resolution of the shareholders' meeting is announced, the shareholding ratio of the convening shareholders shall not be less than 10%. The shareholders convening the meeting shall, no later than when issuing the notice of the shareholders' meeting, promise not to reduce their holdings of the company's shares from the date of proposing to convene the shareholders' meeting to the date of the shareholders' meeting and disclose the same.
The audit committee and the convening shareholders shall submit relevant supporting materials to the Shenzhen Stock Exchange when issuing the notice of the shareholders' meeting and publishing the announcement of the resolutions of the shareholders' meeting.
Article 11 The board of directors and the board secretary shall cooperate with the shareholders' meeting convened by the audit committee or shareholders themselves. The board of directors shall provide a list of shareholders on the equity registration date. If the board of directors fails to provide a list of shareholders, the convener may apply to the securities registration and clearing agency to obtain it with the relevant announcement of the notice of convening the shareholders' meeting. The shareholder list obtained by the convener shall not be used for any purpose other than convening a shareholders' meeting.
Article 12 If the audit committee or shareholders convene a shareholders' meeting on their own initiative, the necessary expenses for the meeting shall be borne by the company.
Chapter 3 Proposals and Notices of Shareholders’ Meeting
Article 13 The content of the proposal shall fall within the scope of powers of the shareholders' meeting, have clear topics and specific resolution matters, and comply with the relevant provisions of laws, administrative regulations and the Articles of Association.
Article 14 When a company convenes a shareholders' meeting, the board of directors, audit committee and shareholders who individually or collectively hold more than 1% of the company's shares have the right to submit proposals to the company.
Shareholders who individually or collectively hold more than 1% of the company's shares may put forward temporary proposals and submit them in writing to the convener 10 days before the shareholders' meeting. The convener shall issue a supplementary notice to the shareholders' meeting within 2 days after receiving the proposal, announce the contents of the temporary proposal, and submit the temporary proposal to the shareholders' meeting for review. Exceptions are made for temporary proposals that violate laws, administrative regulations or the provisions of these Articles of Association, or do not fall within the scope of the shareholders' meeting.
Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of shareholders' meeting or add new proposals after issuing the notice of shareholders' meeting.
Proposals that are not listed in the notice of the shareholders' meeting or do not comply with the provisions of Article 13 of these Rules shall not be voted on and resolutions made by the shareholders' meeting.
Article 15 The convener shall notify all shareholders in the form of an announcement 20 days before the annual shareholders' meeting, and 15 days in advance of the extraordinary shareholders' meeting.
Article 16 The notice of shareholders’ meeting shall include the following contents:
(1) Time, place and duration of the meeting;
(2) Matters and proposals submitted to the meeting for consideration;
(3) Explain in obvious words: All shareholders have the right to attend the shareholders' meeting, and may also appoint a proxy in writing to attend the meeting and participate in voting. The shareholder's proxy does not have to be a shareholder of the company;
(4) Equity registration date of shareholders who have the right to attend the shareholders’ meeting;
(5) Name and telephone number of the permanent contact person for conference affairs;
(6) Voting time and voting procedures online or by other means.
The interval between the equity registration date and the meeting date should be no more than 7 working days. Once the equity registration date is confirmed, it cannot be changed.
Notices of shareholders' meetings and supplementary notices should fully and completely disclose all specific contents of all proposals, as well as all information or explanations required to enable shareholders to make reasonable judgments on the matters to be discussed.
Article 17 If the shareholders’ meeting intends to discuss the election of directors, the notice of the shareholders’ meeting shall fully disclose the detailed information of the director candidates, including at least the following:
(1) Educational background, work experience, part-time job and other personal information;
(2) Whether there is a related relationship with the company or its controlling shareholder and actual controller;
(3) Number of company shares held;
(4) Whether you have been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange.
Except for the cumulative voting system to elect directors, each director candidate shall be submitted as a separate proposal.
The list of director candidates is submitted to the shareholders' meeting for voting in the form of a proposal. The methods and procedures for director nomination are:
(1) Non-independent director candidates are nominated by the board of directors and shareholders individually or jointly holding more than 1% of the shares. After qualification review by the board of directors, they are submitted to the shareholders' meeting for election;
(2) Candidates for independent directors are nominated by the board of directors and shareholders individually or jointly holding more than 1% of the shares. After qualification review by the board of directors, they are submitted to the shareholders' meeting for election;
(3) Director candidates should make written commitments in accordance with the company's requirements, including but not limited to: agreeing to accept nominations, promising to submit true and complete personal information, and ensuring that they will effectively perform their duties after being elected. When the shareholders' meeting elects two or more directors, a cumulative voting system may be implemented in accordance with the provisions of the Articles of Association or the resolution of the shareholders' meeting. The cumulative voting system referred to in these rules means that when the shareholders’ meeting elects directors, each share has the same voting rights as the number of directors to be elected, and the voting rights held by shareholders can be used collectively.
The board of directors shall explain to shareholders the resume and basic information of candidate directors.
Article 18 After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. In the event of postponement or cancellation, the convener shall make an announcement and explain the reasons at least 2 working days before the original date.
Chapter 4 Convening of Shareholders’ Meeting
Article 19 The place where the company holds a shareholders' meeting is: the company's domicile or other place determined by the convener. The shareholders' meeting shall set up a venue and be held in the form of an on-site meeting, and shall provide convenience for shareholders to participate in the shareholders' meeting by using the Internet or other methods permitted by laws and regulations (such as telephone conferences, communication voting, or voting methods such as solicitation of voting rights by the board of directors) in accordance with laws, administrative regulations, the China Securities Regulatory Commission or the Articles of Association. Shareholders who participate in the shareholders' meeting online will undergo shareholder identity authentication in accordance with the regulations of the online voting system service agency and other relevant regulations.
Article 20 If a company's shareholders' meeting adopts voting methods such as the Internet, telephone conferences, communication voting, or the board of directors' collection of voting rights, the voting time, voting procedures and identity confirmation methods of these methods shall be clearly stated in the notice of the shareholders' meeting. The time for online voting through the Shenzhen Stock Exchange's trading system is the trading time on the day of the shareholders' meeting; the start time for voting by the Internet voting system is 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on the day of the shareholders' meeting; the specific time for voting through the Shenzhen Stock Exchange's Internet voting system is any time between 9:15 and 15:00 on the day of the shareholders' meeting.
Article 21 The company's board of directors and other conveners will take necessary measures to ensure the normal order of the shareholders' meeting. Measures will be taken to stop any behavior that interferes with shareholders' meetings, provokes troubles and infringes upon the legitimate rights and interests of shareholders, and will be reported to relevant departments for investigation and punishment in a timely manner.
Article 22 All shareholders or their agents registered on the equity registration date have the right to attend the shareholders' meeting and exercise their voting rights in accordance with relevant laws, regulations and the Articles of Association. The company and the convenor shall not refuse for any reason.
Shareholders may attend the shareholders' meeting in person or entrust a proxy to attend and vote on their behalf.
Article 23 If an individual shareholder attends a meeting in person, he or she shall present his or her ID card or other valid certificate or certificate that can indicate his or her identity; if he or she attends the meeting on behalf of another person, he or she shall present his or her valid ID card or a shareholder's power of attorney.
Legal person shareholders shall be represented by their legal representative or an agent entrusted by the legal representative to attend the meeting. If the legal representative attends the meeting, he or she shall present his/her identity card and a valid certificate that proves his or her qualifications as a legal representative; if an agent attends the meeting, the agent shall present his/her identity card and a written power of attorney issued by the legal representative of the legal person shareholder unit in accordance with the law.
Article 24 The power of attorney issued by a shareholder to entrust others to attend the shareholders’ meeting shall specify the following contents:
(1) The name of the client, the type and number of shares of the company held;
(2) The name of the agent;
(3) Specific instructions from shareholders, including instructions to vote in favor, against or abstain from voting on each matter included in the agenda of the shareholders’ meeting;
(4) The date of issuance and validity period of the power of attorney;
(5) Signature (or seal) of the client. If the client is a legal person shareholder, the seal of the legal person entity shall be affixed.
Article 25 If the power of attorney for voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorizing the signing shall be notarized. The notarized power of attorney or other authorization document and the power of attorney for voting must be kept at the company's domicile or other place specified in the notice convening the meeting.
Article 26 The company is responsible for preparing the meeting register of persons attending the meeting. The meeting register shall contain the names (or names of units) of the participants, ID numbers, the number of shares held or represented with voting rights, the names of the principals (or names of units) and other matters.
Article 27 The convener and the lawyer hired by the company will jointly verify the legality of shareholder qualifications based on the shareholder list provided by the securities registration and clearing agency, and register the names of shareholders and the number of shares with voting rights they hold. Registration for the meeting shall be terminated before the host of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held.
Article 28 If the shareholders' meeting requires directors and senior managers to attend the meeting, the directors and senior managers shall attend the meeting and accept inquiries from shareholders.
Article 29 The shareholders' meeting shall be chaired by the chairman of the board of directors. When the chairman of the board of directors 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 shareholders' meeting convened by the audit committee shall be presided over by the convener of the audit committee. When the convener of the Audit Committee is unable or fails to perform his duties, an Audit Committee member jointly elected by more than half of the Audit Committee members shall preside over the meeting.
A shareholders' meeting convened by shareholders themselves shall be presided over by the convener or his elected representative.
When convening a shareholders' meeting, if the presiding officer of the meeting violates these rules and the shareholders' meeting cannot continue, with the consent of more than half of the shareholders with voting rights present at the shareholders' meeting, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and continue the meeting.
Article 30 At the annual shareholders' meeting, the board of directors shall make a report to the shareholders' meeting on its work over the past year. Each independent director shall also make a work report to explain the performance of his duties. The annual performance report of independent directors shall be disclosed at the latest when the company issues notice of the annual shareholders' meeting.
Article 31 Directors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at shareholders’ meetings.
Article 32 The host of the meeting shall announce the number of shareholders and agents present at the meeting and the total number of voting shares held by them before voting. The number of shareholders and agents present at the meeting and the total number of voting shares held shall be subject to the meeting registration.
Article 33 The convener shall ensure that the shareholders’ meeting is held continuously until the final resolution is reached. If the shareholders' meeting is suspended or unable to make resolutions due to force majeure or other special reasons, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate the shareholders' meeting, and make a timely announcement. At the same time, the convener should report to the China Securities Regulatory Commission branch where the company is located and the Shenzhen Stock Exchange.
Chapter 5 Voting and Resolutions of Shareholders’ Meeting
Article 34 The meeting shall be conducted item by item in the order of the topics and proposals listed on the agenda under the auspices of the moderator.
Article 35 When deliberation on issues, shareholders or shareholders’ agents should state their views concisely and concisely, and may ask questions about issues that the reporter has not explained that affect their judgment and voting, and require the reporter to provide explanations and explanations.
Article 36 Shareholders may raise questions and suggestions on the contents of the motion. The host shall personally or designate directors or other relevant persons attending the meeting to respond or explain the shareholders' questions and suggestions. Under any of the following circumstances, the moderator may refuse to answer a question, but shall explain the reason to the questioner:
(1) The question has nothing to do with the topic;
(2) The question is subject to investigation;
(3) Business secrets involving the company cannot be disclosed at the shareholders’ meeting;
(4) Answering the inquiry will significantly damage the common interests of shareholders;
(5) Other important reasons.
Article 37 The shareholders' meeting shall vote by registered vote on matters included on the agenda. Each shareholder exercises voting rights based on the number of voting shares represented, and each share is entitled to one vote, unless otherwise provided by laws and regulations.
The company's shares held by the company have no voting rights, and such shares are not included in the total number of voting shares held by shareholders present.
If a shareholder purchases the company's voting shares in violation of the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law, the shares exceeding the prescribed proportion shall not exercise voting rights within 36 months after the purchase, and will not be included in the total number of shares with voting rights for shareholders present.
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 results of individual vote counting should be disclosed to the public in a timely manner.
The company's board of directors, independent directors, shareholders holding more than 1% of the voting shares, or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the China Securities Regulatory Commission may publicly solicit shareholder voting rights. When soliciting shareholder voting rights, specific voting intentions and other information must be fully disclosed to the persons being solicited. It is prohibited to collect voting rights from shareholders through paid or disguised payment methods. Except for statutory conditions, a company may not impose minimum shareholding ratio restrictions on the solicitation of voting rights.
Article 38 Matters passed by voting at the shareholders' meeting shall form meeting resolutions. Resolutions are divided into ordinary resolutions and special resolutions. Ordinary resolutions made by the shareholders' meeting shall be passed by more than half of the voting rights held by the shareholders present at the shareholders' meeting; special resolutions made by the shareholders' meeting shall be passed by more than two-thirds of the voting rights held by the shareholders present at the shareholders' meeting.
Article 39 The following matters shall be passed by ordinary resolutions at the shareholders’ meeting:
(1) Work report of the board of directors;
(2) The profit distribution plan and loss compensation plan drawn up by the board of directors;
(3) Appointment and removal of board members and their remuneration and payment methods;
(4) Other matters that should be passed by special resolutions except those stipulated by laws, administrative regulations or the Articles of Association.
Article 40 The following matters shall be passed by the shareholders' meeting through special resolutions:
(1) Modify the Articles of Association and its attachments (including the Rules of Procedure for Shareholders’ Meetings and the Rules of Procedure for Board of Directors)
(2) The company increases or decreases its registered capital;
(3) Company merger, division, dissolution or change of company form;
(4) Spin off and list its subsidiaries;
(5) The amount of purchasing or selling major assets or providing guarantees to others within twelve consecutive months exceeds 30% of the company’s most recent audited total assets;
(6) Issuance of stocks, convertible corporate bonds, preference shares and other securities recognized by the China Securities Regulatory Commission;
(7) Repurchase shares for the purpose of reducing registered capital;
(8) Major asset reorganization;
(9) Equity incentive plan;
(10) The company's shareholders' meeting resolves to voluntarily withdraw the company's shares from listing and trading on the Shenzhen Stock Exchange, and decides not to trade on the Shenzhen Stock Exchange or to apply for trading or transfer on other trading venues;
(11) Other matters determined by the shareholders' meeting to have a significant impact on the company through ordinary resolutions and need to be passed through special resolutions;
(12) Laws and regulations, relevant provisions of the Shenzhen Stock Exchange, the Articles of Association or other matters stipulated in these rules that need to be passed by special resolutions.
The proposals mentioned in Items (4) and (10) of the preceding paragraph shall, in addition to being passed by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting, also be passed by more than two-thirds of the voting rights held by shareholders attending the meeting other than the company's directors, senior managers and shareholders who individually or collectively hold more than 5% of the company's shares.
Article 41 When the shareholders' meeting considers relevant related transactions, shareholders who are related to the related transactions may attend the shareholders' meeting, but they should take the initiative to declare such related relationships to the shareholders' meeting. Related shareholders may clarify their views to shareholders present in accordance with the general meeting procedures, but they should avoid voting and not participate in the voting. The number of shares with voting rights they represent will not be counted in the total number of valid votes; the announcement of the resolution of the shareholders' meeting should fully explain the voting status of non-related shareholders.
Proposals for the avoidance of related shareholders shall be reviewed and voted on by non-related shareholders attending the shareholders' meeting, and the voting results shall have the same legal effect as other resolutions passed by the shareholders' meeting.
Article 42 The related shareholders referred to in the preceding article include shareholders with one of the following circumstances:
(1) Counterparty;
(2) Have direct or indirect control over the counterparty;
(3) Directly or indirectly controlled by the counterparty;
(4) Directly or indirectly controlled by the same legal person (or other organization) or natural person as the counterparty;
(5) Served in the counterparty of the transaction, or in a legal person (or other organization) that can directly or indirectly control the counterparty, or a legal person (or other organization) directly or indirectly controlled by the counterparty;
(6) Close family members of the transaction counterparty and its direct and indirect controllers;
(7) Its voting rights are restricted or affected due to the existence of an unfulfilled equity transfer agreement or other agreement with the counterparty or its affiliates;
(8) Shareholders determined by the China Securities Regulatory Commission or the Shenzhen Stock Exchange that may cause the company to tilt their interests.
Article 43 Unless the company is in crisis or other special circumstances, the company shall not enter into a contract with anyone other than directors or senior managers to entrust the management of all or important business of the company to that person without the approval of a special resolution of the shareholders' meeting.
Article 44 If the number of directors elected by the shareholders' meeting is less than the number stipulated in the Articles of Association, the next shareholders' meeting will elect the shortfall until all directors are elected.
Article 45 In addition to the cumulative voting system, shareholders will vote on all proposals item by item. If there are different proposals on the same matter, they will vote in the order in which the proposals are submitted. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting shall not shelve the proposal or refuse to vote.
Article 46 When the shareholders' meeting considers the proposal, the proposal shall not be modified. If it is changed, it shall be regarded as a new proposal and shall not be voted on at the shareholders' meeting.
Article 47 The same voting right can only choose one of on-site, online or other voting methods. In the event of repeated voting for the same voting right, the result of the first vote shall prevail.
Article 48 Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If the matters under consideration are related to shareholders, relevant shareholders and agents are not allowed to participate in vote counting or voting supervision.
When a shareholders' meeting votes on a proposal, lawyers and shareholder representatives shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the meeting minutes.
Article 49 The chairperson of the meeting shall announce the voting status and results of each proposal, and declare whether the proposal is passed based on the voting results. Before the voting results are officially announced, the companies, vote counters, scrutineers, shareholders, network service providers and other relevant parties involved in the shareholders' meeting on-site, online and other voting methods have the obligation to keep the voting information confidential.
Article 50 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting. The securities registration and clearing institution, as the nominal holder of the stock connect mechanism between the mainland and Hong Kong stock markets, shall not declare in accordance with the actual holder's wishes.
Votes that are not filled in, filled in incorrectly, with illegible handwriting, or uncast votes will be deemed as the voter giving up the right to vote, and the voting result of the number of shares held shall be counted as "abstention".
Article 51 If the presiding officer of the meeting has any doubts about the result of the resolution submitted for voting, he may organize a count of the votes cast; if the presiding officer of the meeting does not conduct a count of the votes, and the shareholders or shareholders' agents present at the meeting have objections to the results announced by the presiding officer of the meeting, they have the right to request a counting of votes immediately after the voting results are announced, and the presiding officer of the meeting shall organize a counting of votes immediately.
Article 52 The resolutions of the shareholders' meeting shall be announced in a timely manner. The announcement shall list the number of shareholders and agents present at the meeting, the total number of shares with voting rights held and their proportion to the total number of shares with voting rights of the company, the voting method, the voting results of each proposal and the details of each resolution passed.
Directors present at the meeting should sign the resolution of the shareholders' meeting.
Article 53 If a proposal is not passed, or if this shareholders' meeting changes the resolution of the previous shareholders' meeting, a special reminder should be made in the announcement of the resolution of the shareholders' meeting.
Article 54: If the shareholders' meeting passes the proposal for the election of directors, the new directors shall take office immediately after the meeting.
Article 55 If the shareholders’ meeting passes the proposal on distributing cash, giving away shares or transferring capital reserves to increase share capital, the company will implement the specific plan within 2 months after the conclusion of the shareholders’ meeting.
Article 56 If the content of a company's shareholders' meeting resolution violates laws or administrative regulations, shareholders have the right to request the People's Court to invalidate it. The company's controlling shareholders and actual controllers shall not restrict or obstruct small and medium-sized investors from exercising their voting rights in accordance with the law, and shall not damage the legitimate rights and interests of the company and small and medium-sized investors. If the convening procedures and voting methods of the shareholders' meeting violate laws, administrative regulations or the Articles of Association, or the content of the resolution violates the Articles of Association, shareholders may request the People's Court to revoke the resolution within 60 days from the date the resolution is made. However, there are only minor flaws in the convening procedures or voting methods of the shareholders' meeting, except those that have no substantial impact on the resolution.
If the board of directors, shareholders and other relevant parties have disputes over the validity of the resolutions of the shareholders' meeting, they should promptly file a lawsuit with the people's court. Before the people's court makes a judgment or ruling such as revoking the resolution, the relevant parties shall implement the resolution of the shareholders' meeting. The company, directors and senior managers should effectively perform their duties and ensure the normal operation of the company.
If the people's court makes a judgment or ruling on relevant matters, the company shall perform its information disclosure obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, fully explain the impact, and actively cooperate with the implementation after the judgment or ruling takes effect. If it involves the correction of previous matters, it will be handled in a timely manner and the corresponding information disclosure obligations will be fulfilled.
Chapter 6 Shareholders Meeting Records
Article 57 The shareholders’ meeting shall have meeting minutes, which shall record the following contents:
(1) Meeting time, place, agenda and name of the convener;
(2) The names of the host of the meeting and the directors and senior managers attending the meeting;
(3) The number of shareholders and proxies attending the meeting, the total number of shares with voting rights held and their proportion to the total number of shares of the company;
(4) The deliberation process, key points and voting results of each proposal;
(5) Shareholders’ inquiries or suggestions and corresponding replies or explanations;
(6) Names of lawyers, counters, and scrutineers;
(7) Other contents that should be included in the meeting minutes as stipulated in the Articles of Association.
Article 58 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. Directors, board secretaries, conveners or their representatives, and meeting presiding officers who attend or attend the meeting shall sign on the meeting minutes. The minutes of the meeting shall be kept together with the signature booklet of shareholders present on site, the power of attorney of the proxy attending, and the valid information on voting status via the Internet and other methods, and shall be kept for a period of not less than 10 years.
Chapter 7 Supplementary Provisions
Article 59 Matters not covered in these rules shall be governed by relevant laws, regulations, rules, normative documents and the Articles of Association; if these rules conflict with relevant laws, regulations, rules, normative documents or the Articles of Association, the laws, regulations, rules, normative documents or the Articles of Association shall be governed by the then effective laws, regulations, rules, normative documents or the Articles of Association.
Article 60 The company’s board of directors is responsible for interpreting these rules.
Article 61 These rules shall come into effect after being reviewed and approved by the shareholders' meeting, and the same shall apply when revised.
Yantai Dongcheng Pharmaceutical Group Co., Ltd.
August 2025