Rules of Procedure for the Tiantan Biotech Shareholders Meeting
Beijing Tiantan Biological Products Co., Ltd.
Rules of Procedure for Shareholders' Meeting
Chapter 1 General Provisions
Article 1 In order to regulate the behavior of Beijing Tiantan Biological Products Co., Ltd. (hereinafter referred to as the "Company") and ensure that the shareholders' meeting exercises its powers in accordance with the law, these rules of procedure are formulated 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 China Securities Regulatory Commission's Rules for Shareholders' Meetings of Listed Companies, the Articles of Association of Beijing Tiantan Biological Products Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant regulations.
Article 2 These rules of procedure shall apply to the convening, proposals, notifications, convening and other matters of shareholders’ meetings of listed companies.
Article 3 Listed companies shall convene shareholders’ meetings in strict accordance with laws, administrative regulations, these Rules and the relevant provisions of the Articles of Association 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 4 The shareholders' meeting shall exercise its powers within the scope stipulated in the Company Law and the Articles of Association.
Article 5 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 shall be held from time to time. If any of the following circumstances occurs, the extraordinary shareholders' meeting shall be held within two months:
(1) When the number of directors is less than six;
(2) When the company’s uncompensated losses reach 1/3 of its total share capital;
(3) When requested by shareholders individually or collectively holding more than 10% of the company’s shares;
(4) When the board of directors deems it necessary;
(5) When the Audit and Risk Management Committee proposes to convene;
(6) Other situations stipulated in laws, administrative regulations, departmental rules or the Articles of Association. If the company is unable to convene a shareholders' meeting within the above period, it shall report to the office dispatched by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") where the company is located and the stock exchange where the company's shares are listed for trading (hereinafter referred to as the "stock exchange"), explain the reasons and make an announcement.
Article 6 When a company convenes a shareholders' meeting, it shall hire a lawyer to issue legal opinions on the following issues and make an announcement:
(1) Whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, these Rules and the Articles of Association;
(2) Whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid;
(3) Whether the voting procedures and voting results of the meeting are legal and valid;
(4) Legal opinions on other relevant issues at the request of the company.
Chapter 2 Convening of Shareholders’ Meeting
Article 7 The board of directors shall convene the shareholders’ meeting on time within the time limit specified in Article 5 of these rules.
Article 8 With the consent 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 to convene 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 9 If the Audit and Risk Management Committee proposes to the Board of Directors to convene an extraordinary shareholders' meeting, it shall do so 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 of directors' resolution. Any changes to the original request in the notice must be approved by the audit and risk management committee. If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide written feedback within 10 days after receiving the proposal, it will be deemed that the board of directors is unable or fails to perform its duty to convene a shareholders' meeting, and the audit and risk management committee may convene and preside over it on its own.
Article 10 Shareholders who individually or jointly hold more than 10% of the company's shares must submit a request to the board of directors to convene an extraordinary shareholders' meeting 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 request 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 of directors' 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 individually or collectively holding more than 10% of the company's shares must propose to the Audit and Risk Management Committee to convene an extraordinary shareholders' meeting, and shall submit a request in writing to the Audit and Risk Management Committee.
If the Audit and Risk Management 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 and Risk Management Committee fails to issue a shareholders' meeting notice within the prescribed period, the Audit and Risk Management Committee shall be deemed to have failed to convene and preside 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 11 If the audit and risk management committee or shareholders decide to convene a shareholders' meeting on their own, they shall notify the board of directors in writing and file a record with the stock exchange.
The audit and risk management committee or the convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the shareholders' meeting and publishing the announcement of the resolutions of the shareholders' meeting.
Before the resolution of the shareholders' meeting is announced, the shareholding ratio of the convening shareholders shall not be less than 10%.
Article 12 The board of directors and the board secretary shall cooperate with the shareholders' meeting convened by the audit and risk management 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 13 For a shareholders' meeting convened by the Audit and Risk Management Committee or shareholders themselves, the necessary expenses for the meeting shall be borne by the company.
Chapter 3 Proposals and Notices of Shareholders’ Meeting
Article 14 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 15 Shareholders who individually or jointly hold more than 1% of the company's shares may submit a temporary proposal 10 days before the shareholders' meeting and submit it in writing to the convener. 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 the Articles of Association, or do not fall within the scope of the shareholders' meeting.
Except as provided 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.
For proposals that are not listed in the notice of the shareholders' meeting or do not comply with the provisions of Article 14, the shareholders' meeting shall not vote and make resolutions.
Article 16 The convener shall notify all shareholders by announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting shall notify each shareholder by announcement 15 days before the meeting.
The notice of the shareholders' meeting shall be published on the company's designated information disclosure media and website. Once announced, all shareholders will be deemed to have received the notice of the shareholders' meeting.
Article 17 Notices and supplementary notices of shareholders’ meetings shall fully and completely disclose the 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 18 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 shares of listed companies 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.
Article 19 The notice of shareholders' meeting shall specify the time and place of the meeting, and determine the equity registration date. 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.
Article 20 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 scheduled date.
Chapter 4 Convening of Shareholders’ Meeting
Article 21 The place where the company holds the shareholders' meeting: the company's registered address/office address or the place specified in the notice of the shareholders' meeting.
The shareholders' meeting shall set up a venue and be held in the form of an on-site meeting. The company will also provide online voting to facilitate shareholders.
Shareholders can attend the shareholders' meeting in person and exercise their voting rights, or they can entrust others to attend on their behalf and exercise their voting rights within the scope of authorization.
Article 22 The company shall clearly state the voting time and voting procedures online or by other means in the notice of shareholders’ meeting.
The start time of online or other voting methods at the shareholders' meeting shall not be earlier than 3:00 pm on the day before the on-site shareholders' meeting, and shall not be later than 9:30 am on the day of the on-site shareholders' meeting, and its end time shall not be earlier than 3:00 pm on the day when the on-site shareholders' meeting ends.
Article 23 The board of directors and other conveners shall take necessary measures to ensure the normal order of the shareholders' meeting. Measures should be taken to stop any behavior that interferes with shareholders' meetings, provokes troubles and infringes upon the legitimate rights and interests of shareholders, and promptly reports to relevant departments for investigation and punishment.
The company shall adhere to the principle of simplicity when convening shareholders' meetings, and shall not provide additional economic benefits to shareholders (or agents) attending the meeting.
Article 24 All shareholders or their agents registered on the equity registration date have the right to attend the shareholders' meeting, and the company and the convener may not refuse for any reason. Shareholders attending the shareholders' meeting have one vote for each share they hold. The company's shares held by the company have no voting rights.
When the company convenes a shareholders' meeting, it will set up a shareholders' meeting secretariat, which will be specifically responsible for matters related to the procedures for convening the shareholders' meeting.
If a shareholder requests to speak at the shareholders' meeting, he shall register with the secretariat of the shareholders' meeting three days before the shareholders' meeting in accordance with the law. The number of people who register to speak is generally limited to fifteen people. If the number exceeds fifteen people, the top fifteen shareholders with the largest shareholding amount will be selected. The order of speeches is based on the number of shares held first; if the number of shares held is equal, the order of speeches is based on the stroke order of the last name.
During the shareholders' meeting, if shareholders temporarily request to speak or raise questions on relevant issues, they must first register with the secretariat of the meeting and obtain permission from the chairman of the shareholders' meeting before they can speak or ask questions.
When shareholders speak, they should first report the number of shares they hold and provide proof of their validity.
Each shareholder may not speak more than twice. The first speech must not exceed five minutes and the second speech must not exceed three minutes.
Article 25 Shareholders shall attend the shareholders' meeting with their ID cards or other valid certificates or certificates that can indicate their identity. The agent should also submit a power of attorney from the shareholder and a valid personal identity document.
Article 26 The convener and the lawyer hired by the company shall 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 voting shares 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 27 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 28 The shareholders' meeting shall be chaired by the chairman of the board. If the Chairman is unable or fails to perform his duties, the Vice Chairman shall preside; 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.
The shareholders' meeting convened by the Audit and Risk Management Committee shall be presided over by the convener of the Audit and Risk Management Committee. If the convener of the Audit and Risk Management Committee is unable to perform or fails to perform his duties, a member of the Audit and Risk Management Committee jointly elected by more than half of the members of the Audit and Risk Management Committee shall chair 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 host of the meeting violates these rules of procedure 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 host of the meeting and continue the meeting.
Article 29 At the annual shareholders' meeting, the board of directors shall make a report to the shareholders' meeting on its work over the past year, and each independent director shall also make a performance report.
Article 30 Directors and senior managers shall provide explanations and clarifications to shareholders’ inquiries at shareholders’ meetings.
Article 31 The host of the meeting shall announce the number of shareholders and proxies attending the meeting on-site and the total number of shares with voting rights held before voting. The number of shareholders and proxies attending the meeting on-site and the total number of shares with voting rights held shall be subject to the meeting registration.
Article 32 If a shareholder is related to the matters to be considered at the shareholders' meeting, he shall abstain from voting, and the shares with voting rights held by him shall not be included in the total number of shares with voting rights present at the shareholders' meeting.
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 holds its own shares without voting rights, and these shares are not included in the total number of shares with voting rights for shareholders present.
If a shareholder purchases a 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 may not exercise voting rights within thirty-six months after the purchase, and will not be included in the total number of voting shares for shareholders present.
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 33 When the shareholders’ meeting elects two or more directors, a cumulative voting system shall be implemented.
The cumulative voting system mentioned in the preceding paragraph 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.
Article 34 Except for the cumulative voting system, all proposals at the shareholders' meeting shall be voted on item by item. If there are different proposals on the same matter, voting shall be carried out in the order in which the proposals were 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 35 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 this shareholders' meeting.
Article 36 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 37 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 by him shall be counted as "abstention".
Article 38 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 shareholders vote on a proposal, lawyers and shareholder representatives shall be jointly responsible for counting and supervising the votes, and announcing the voting results on the spot.
Company shareholders or their agents who vote online or by other means have the right to check their voting results through the corresponding voting system.
Article 39 The on-site shareholders' meeting shall not end earlier than online or by other means. The host of the meeting shall announce the voting status and results of each proposal at the meeting site, and declare whether the proposal is passed or not 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 40 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.
Article 41 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 42 The secretary of the board of directors is responsible for keeping the minutes of the shareholders’ meeting. The minutes should record the following contents:
(1) Meeting time, location, 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.
Directors, board secretaries, conveners or their representatives, and meeting hosts who attend or attend the meeting shall sign the meeting minutes and ensure that the contents of the meeting minutes are true, accurate and complete. The minutes of the meeting shall be kept together with the signature books of the shareholders present on site, the power of attorney of the proxies, and the valid information on voting status via the Internet and other methods, and the retention period shall be no less than 10 years.
Article 43 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 local branch of the China Securities Regulatory Commission and the stock exchange where the company is located.
Article 44: If the shareholders' meeting passes the proposal for the election of directors, the new directors shall take office in accordance with the provisions of the Articles of Association.
Article 45 If the shareholders’ meeting passes a proposal on distributing cash, giving away shares, or transferring capital reserves to increase share capital, the company shall implement the specific plan within 2 months after the conclusion of the shareholders’ meeting.
Article 46 If a company repurchases common shares and issues preference shares to unspecified objects for the purpose of reducing registered capital, and repurchases common shares from specific shareholders of the company by issuing preference shares to specific objects as a means of payment, the shareholders' meeting to make a resolution on the repurchase of common shares must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
The company shall announce the resolution on the day after the shareholders' meeting makes a resolution to repurchase ordinary shares.
Article 47 The resolution of the company's shareholders' meeting shall be invalid if the content violates laws and administrative regulations.
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, this is excepted if the convening procedures or voting methods of the shareholders' meeting have only minor flaws and do not have a substantial impact on the resolution.
If the board of directors, shareholders and other relevant parties have disputes over matters such as the qualifications of the convener, the convening procedures, the legality of the contents of the proposals, the validity of the resolutions of the shareholders' meeting, etc., 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 earnestly perform their duties and implement the resolutions of the shareholders' meeting in a timely manner to ensure the normal operation of the company.
If the people's court makes a judgment or ruling on relevant matters, the listed 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 shall be handled in a timely manner and the corresponding information disclosure obligations shall be fulfilled.
Chapter 5 Modification of the Rules of Procedure
Article 48 If any of the following circumstances occurs, the company shall amend these rules of procedure:
(1) After the relevant national laws, regulations or normative documents are revised, or new laws, regulations or normative documents are formulated and promulgated, the matters specified in these rules of procedure conflict with the provisions of the aforementioned laws, regulations or normative documents;
(2) After the Articles of Association are revised, the matters stipulated in these Rules of Procedure conflict with the provisions of the Articles of Association;
(3) The shareholders' meeting decides to amend these rules of procedure.
Article 49 Modifications to these Rules of Procedure are information required to be disclosed by laws, regulations or normative documents, and shall be announced or disclosed in other forms in accordance with regulations.
Chapter 6 Supplementary Provisions
Article 50 The term "announcements, notices or supplementary notices of shareholders' meetings" as mentioned in these rules refers to the publication of relevant information disclosure content on media and stock exchange websites that meet the conditions prescribed by the China Securities Regulatory Commission.
Article 51 The terms "above" and "within" mentioned in these rules include the original number; "over", "below" and "more than" do not include the original number.
Article 52 These Rules of Procedure are an attachment to the Articles of Association and will become effective and implemented upon review and approval by the shareholders’ meeting.
Article 53 The Board of Directors is responsible for the interpretation of these Rules of Procedure.