Haili Biotech Shareholders’ Meeting Rules of Procedure
Shanghai Haili Biotechnology Co., Ltd.
Rules of Procedure for Shareholders' Meeting
Chapter 1 General Provisions
Article 1 Shanghai Haili Biotechnology Co., Ltd. (hereinafter referred to as the "Company"), in order to ensure that shareholders can exercise their rights in accordance with the law, ensure that the shareholders' meeting can operate in an efficient and standardized manner and make scientific decisions, and improve the corporate governance structure, has formulated these rules in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the "Code of Governance of Listed Companies" and other relevant laws, administrative regulations, normative documents and the Articles of Association of Shanghai Haili Biotechnology Co., Ltd. (hereinafter referred to as the "Articles of Association"), and in light of the actual situation of the company.
Article 2 The company shall convene shareholders' meetings in strict accordance with the relevant provisions of laws, administrative regulations, the Articles of Association and 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 Shareholders (including agents) attending the shareholders' meeting shall enjoy various rights including the right to know, the right to speak, the right to question and the right to vote 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 The company’s shareholders’ meeting shall be composed of all shareholders. The shareholders' meeting is the company's authority and exercises the following powers in accordance with the law:
(1) Elect and replace directors who are not 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 specified in Article 46 of the Articles of Association;
(10) Review the company’s purchase and sale of major assets within one year for an amount 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 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.
The company may issue stocks and corporate bonds convertible into stocks upon resolution of the shareholders' meeting, or by resolution of the board of directors as authorized by the Articles of Association or the shareholders' meeting. The specific implementation shall comply with laws, administrative regulations, the provisions of the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") and the Shanghai Stock Exchange (hereinafter referred to as the "Stock Exchange").
Unless otherwise provided by laws, administrative regulations, provisions of the China Securities Regulatory Commission or rules of stock exchanges, the powers of the above-mentioned shareholders' meeting shall not be exercised by the board of directors or other institutions and individuals through authorization.
Article 6 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 six months after the end of the previous fiscal year. Extraordinary shareholders' meetings are held from time to time. When circumstances arise that require an extraordinary shareholders' meeting to be held as stipulated in Article 113 of the Company Law and Article 48 of the Articles of Association, the extraordinary shareholders' meeting shall be convened within two months.
If the company is unable to convene a shareholders' meeting within the above period, it shall report to the local branch of the China Securities Regulatory Commission and the stock exchange where the company is located, explain the reasons and make an announcement.
Article 7 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, the "Rules of Shareholders' Meetings of Listed Companies" 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 8 The board of directors shall convene the shareholders’ meeting on time within the time limit specified in Article 6 of these rules.
Article 9 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 director's proposal to convene an extraordinary shareholders' meeting, 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 ten days after receiving the proposal.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within five 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 10 The Audit Committee has the right to propose to the Board of Directors to convene an extraordinary shareholders' meeting, and shall submit the proposal 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, provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within ten days after receiving the proposal.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within five days after making the board's 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 written feedback within ten 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 11 Shareholders individually or jointly holding more than 10% of the company's shares have the right to request the board of directors to convene an extraordinary shareholders' meeting, and shall submit the request 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, provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within ten 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 five 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 ten days after receiving the request, shareholders individually or collectively holding more than 10% of the company's shares have the right to propose to the audit committee to convene an extraordinary shareholders' meeting, and shall submit the 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 five 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 shareholders' meeting notice 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 12 If the number of members of the board of directors is less than the legal minimum number stipulated in the Company Law or two-thirds of the number stipulated in the Articles of Association, or the company's uncompensated losses amount to one-third of the total share capital, and the board of directors fails to convene an extraordinary shareholders' meeting within the prescribed period, the audit committee or shareholders may convene an extraordinary shareholders' meeting on their own in accordance with the procedures stipulated in the Articles of Association or these rules.
Article 13 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 a record with the 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 audit committee or the convening shareholder shall submit relevant supporting materials to the stock exchange when issuing the notice of the shareholders' meeting and the announcement of the resolutions of the shareholders' meeting.
Article 14 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 15 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 16 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 17 When a company convenes a shareholders' meeting, the board of directors, audit committee, and shareholders individually or jointly holding 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 ten 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 two 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. The company shall not increase the shareholding ratio of shareholders who submit temporary proposals.
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.
Proposals that are not listed in the notice of the shareholders' meeting or do not comply with the provisions of Article 16 of these Rules shall not be voted on and resolutions made by the shareholders' meeting.
Article 18 The convener shall notify all shareholders by announcement or other means 20 days before the annual shareholders' meeting in accordance with the provisions of applicable laws, administrative regulations and normative documents. The extraordinary shareholders' meeting shall notify each shareholder by announcement or other means 15 days before the meeting in accordance with the provisions of applicable laws, administrative regulations and normative documents.
Article 19 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 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.
All specific contents of all proposals shall be fully and completely disclosed in the shareholders' meeting notice and supplementary notice.
The start time of voting online or by other means 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.
The interval between the equity registration date and the meeting date should be no more than seven working days. Once the equity registration date is confirmed, it cannot be changed.
Article 20 The convener of the shareholders' meeting shall fully and completely disclose the specific contents of all proposals, and disclose the information necessary to help shareholders make reasonable decisions on the matters to be discussed five days before convening the shareholders' meeting. If relevant proposals involve opinions expressed by intermediaries, etc., they shall be disclosed as part of the meeting materials.
Among the proposals to be voted on at the shareholders' meeting, if the effectiveness of a certain proposal is a prerequisite for the effectiveness of other proposals, the convener should clearly disclose the relevant prerequisites in the notice of the shareholders' meeting, and give a special reminder that the approval of the proposal is a prerequisite for the voting results of subsequent proposals to take effect.
Article 21 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) Disclose the 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. Director candidates should make a written commitment before the company's shareholders' meeting, agree to accept the nomination, promise that the information on the director candidates publicly disclosed in the shareholders' meeting notice is true, accurate and complete, and ensure that they will effectively perform their duties as directors after being elected.
Article 22 When the company's board of directors nominates and recommends director candidates, it must be reviewed by the board of directors at a meeting and passed by a majority vote of all directors and a resolution must be made. Director candidates should issue a written commitment letter to accept the nomination. If a candidate does not agree to be nominated, the convener of the meeting shall not submit the candidate to the shareholders' meeting for election. When shareholders propose candidates for directors, they should submit a complete written proposal to the convener of the shareholders' meeting. The contents of the proposal should include the following: the name of the nominee, the number of company shares held, the list of nominated candidates, the resumes and basic information of the candidates, etc. The proposal should be accompanied by a statement by the nominated candidate that he agrees to be nominated, a commitment that the director candidate's information disclosed in the notice of the shareholders' meeting is true and complete, and the nominee's valid identity certificate and shareholding certificate. If a candidate does not agree to be nominated, the nominating shareholder shall not nominate the candidate for election.
Article 23 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 two working days before the original date.
Chapter 4 Convening of Shareholders’ Meeting
Article 24 A company shall hold a shareholders' meeting at the company's domicile or at a location specified in the Articles of Association. The shareholders' meeting shall set up a venue and be held in the form of an on-site meeting, and shall use safe, economical, convenient networks and other means to provide convenience to shareholders in accordance with the provisions of laws, administrative regulations, the China Securities Regulatory Commission or the Articles of Association. Shareholders who participate in the shareholders' meeting through the above methods are deemed to be present.
The time and location of the on-site meeting should be chosen to facilitate shareholders' participation. After the notice of the shareholders' meeting is issued, the location of the on-site shareholders' meeting shall not be changed without justifiable reasons. If a change is indeed necessary, the convener shall announce it and explain the reasons at least two working days before the on-site meeting.
Article 25 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.
Article 26 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 may attend the shareholders' meeting in person and exercise their voting rights, or they may entrust a proxy to attend on their behalf and exercise their voting rights within the scope of authorization.
Article 27 If an individual shareholder attends a meeting in person, he or she shall present his/her identity card or other valid certificate or certificate that can indicate his or her identity; if an individual shareholder appoints a proxy to attend the meeting, he/she shall present his/her identity card and the 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 proving that he or she has the qualifications to be the legal representative; if an agent is appointed to attend the meeting, the agent shall present his/her identity card and a written authorization letter issued by the legal representative of the legal person shareholder unit in accordance with the law.
Article 28 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 company shares 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 entity shall be affixed.
Article 29 If the power of attorney for voting is signed by another person authorized by the principal, the power of attorney or other authorization document authorizing the signing shall be notarized. The notarized power of attorney or other authorization document and proxy voting power of attorney must be kept at the company's domicile or other place specified in the notice convening the meeting.
If the principal is a legal person, its legal representative or a person authorized by resolution of the board of directors or other decision-making body shall attend the company's shareholders' meeting as a representative.
Article 30 The company is responsible for preparing the meeting register of persons attending the meeting. The meeting register shall contain the names (or names of entities) of the participants, ID numbers, residential addresses, the number of shares held or represented with voting rights, the names of the principals (or names of entities) and other matters.
Article 31 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 32 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 33 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 host 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 host of the meeting and continue the meeting.
Article 34 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 an annual work report to explain the performance of his duties. The annual work report should include the following contents:
(1) Number of attendances at the board of directors, methods and voting conditions, and number of attendances at shareholders’ meetings;
(2) Participation in the work of special committees of the board of directors and special meetings of independent directors;
(3) Review of matters listed in Articles 23, 26, 27, and 28 of the "Administrative Measures for Independent Directors of Listed Companies" and the exercise of the special powers of independent directors listed in Paragraph 1 of Article 18 of the "Administrative Measures for Independent Directors of Listed Companies";
(4) Major matters, methods and results of communication with the internal audit institution and the accounting firm that undertakes the company’s audit business regarding the company’s financial and business conditions;
(5) Communication status with small and medium-sized shareholders;
(6) The time, content, etc. of working on-site at the company;
(7) Other circumstances in the performance of 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 35 Directors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at shareholders’ meetings, except in the following circumstances:
(1) The question asked has nothing to do with the topic of the meeting;
(2) The matters involved in the question have yet to be verified;
(3) The questioning questions involve the company’s trade secrets;
(4) Other reasonable reasons.
Article 36 The host of the meeting shall announce the number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held before voting. The number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held shall be subject to the meeting registration.
Article 37 The shareholders’ meeting shall have meeting minutes, which shall be held by the secretary of the board of directors. The meeting minutes shall 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, vote 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 other valid information such as the signature booklet of shareholders attending the meeting, the power of attorney of the proxy attending, online and other voting information, and the retention period shall be no less than ten years.
Article 38 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.
Chapter 5 Voting and Resolutions of the Shareholders’ Meeting
Article 39 The resolutions of the shareholders' meeting 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 shareholders (including shareholders' proxies) present at the shareholders' meeting.
Special resolutions made by a shareholders' meeting must be passed by more than two-thirds of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting.
Article 40 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 41 The following matters shall be passed by the shareholders' meeting through special resolutions:
(1) The company increases or decreases its registered capital;
(2) Issuance of corporate bonds;
(3) The division, spin-off, merger, dissolution and liquidation of the company;
(4) Modification of the Articles of Association;
(5) The company purchases or sells major assets or provides guarantees to others for an amount exceeding 30% of the company’s latest audited total assets within one year;
(6) Repurchase company shares for the purpose of reducing registered capital;
(7) Equity incentive plan;
(8) Adjust or change the dividend policy determined in the Articles of Association;
(9) Other matters that are stipulated in laws, administrative regulations or the Articles of Association, and that are determined by the shareholders' meeting to have a significant impact on the company through ordinary resolutions and need to be passed through special resolutions.
Article 42 The following external guarantees provided by the company must be reviewed and approved by the shareholders’ meeting:
(1) A single guarantee amount exceeds 10% of the latest audited net assets;
(2) Any guarantee provided after the total amount of external guarantees provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(3) Any guarantee provided after the total amount of external guarantees provided by the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets;
(4) A guarantee that exceeds 30% of the company’s latest audited total assets based on the cumulative calculation principle of the guarantee amount within twelve consecutive months;
(5) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;
(6) Guarantees provided to shareholders, actual controllers and their related parties;
(7) Other guarantee situations stipulated in laws, administrative regulations, departmental rules and other normative documents that should be reviewed by the shareholders' meeting.
When the company's board of directors considers guarantee matters, in addition to being reviewed and approved by more than half of all directors, it must also be reviewed and approved by more than two-thirds of the directors attending the board meeting. When the shareholders' meeting considers the guarantee item (4) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by shareholders attending the meeting.
When the shareholders' meeting considers the guarantee proposal for shareholders, actual controllers and their related parties, the shareholder or the shareholders controlled by the actual controller are not allowed to participate in the vote. The vote must be passed by more than half of the voting rights held by other shareholders attending the shareholders' meeting. If the company provides guarantees for its controlling shareholder, actual controller and its related parties, the controlling shareholder, actual controller and its related parties shall provide counter-guarantee.
If the company's directors, general manager, other senior managers, relevant departments and personnel violate the "Company Articles of Association" regarding the approval authority and review procedures for external guarantees, guarantee without authorization or neglect to perform their duties, thereby causing losses to the company, they shall be liable for compensation in accordance with the law.
Article 43 Shareholders (including shareholders’ agents) shall exercise their voting rights based on the number of voting shares they represent, and each share shall have one voting right.
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 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 a company's shares with voting rights in violation of the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law of the People's Republic of China, 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 shares with voting rights in the meeting of shareholders present.
The company's board of directors, independent directors, shareholders holding more than 1% of 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 44: When the shareholders' meeting considers relevant related transactions, related shareholders shall not participate in voting, and the number of shares with voting rights they represent shall not be counted in the total number of valid votes; the announcement of the resolution of the shareholders' meeting shall fully disclose the voting status of non-related shareholders.
Article 45 Unless the company is in crisis or other special circumstances, the company will not enter into a contract with anyone other than directors, general managers and other senior managers to entrust the management of all or important business of the company to that person without approval by a special resolution of the shareholders' meeting.
Article 46 When reviewing related transaction matters, the avoidance and voting procedures of related shareholders are as follows:
(1) If the matters reviewed by the shareholders’ meeting are related to the shareholder, the shareholder shall disclose the related relationship to the company’s board of directors before the date of the shareholders’ meeting;
(2) When the shareholders' meeting is reviewing relevant related-party transactions, the host of the meeting shall announce the related shareholders, and explain and explain the related relationship between the related shareholders and the related-party transactions;
(3) The host of the meeting announces the withdrawal of related shareholders, and non-related shareholders will review and vote on related transaction matters.
Resolutions on related matters must be passed by more than half of the voting shares of non-related shareholders present at the meeting; if the transaction falls within the scope of a special resolution, it must be passed by more than two-thirds of the voting shares of non-related shareholders present at the meeting.
If a related shareholder fails to disclose or avoid related matters in accordance with the above procedures, the resolution on the related matter will be invalid.
Article 47 The list of director candidates shall be submitted to the shareholders' meeting for voting in the form of a proposal.
Article 48 When the shareholders' meeting votes on the election of directors, if the proportion of the company's shares owned by a single shareholder and persons acting in concert is 30% or more, a cumulative voting system shall be adopted. When the shareholders' meeting elects two or more independent directors, a cumulative voting system shall be implemented. When electing independent directors, the voting results of small and medium-sized shareholders shall be counted separately and disclosed.
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. The details are as follows:
(1) When electing directors through the cumulative voting system, an equal number election can be implemented, that is, the number of director candidates is equal to the number of directors to be elected; a differential election can also be implemented, that is, the number of director candidates is greater than the number of directors to be elected;
(2) Each voting share held by a shareholder participating in the shareholders' meeting has the same voting rights as the number of directors to be elected. Shareholders can concentrate all their voting rights on one candidate or disperse their votes on multiple candidates. According to the order of the number of votes received by the directors, from front to back according to the number of directors to be elected, the one with more votes will be elected;
(3) Director election: When shareholders vote for directors, they can vote with a number equal to the number of shares held by the shareholder multiplied by the number of directors to be elected. Shareholders can concentrate their total votes on one or more candidates, and the directors will be elected in order according to the number of votes they receive.
The convener shall inform shareholders of the resume and basic information of the candidate directors.
Article 49 In addition to the cumulative voting system, the shareholders' meeting will vote on all proposals one by one. If there are different proposals on the same matter, they will be voted on 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 will not shelve proposals or refrain from voting.
Article 50 When the shareholders' meeting considers the proposal, the proposal shall not be modified; otherwise, the relevant changes shall be regarded as a new proposal and shall not be voted on at this shareholders' meeting.
Article 51 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 52 The shareholders' meeting shall vote by registered vote.
Article 53 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.
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 54 The on-site shareholders' meeting shall not end earlier than the online or other means. The host 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.
Article 55 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 56 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain. 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 57 The chairperson of the meeting shall decide whether the resolution of the shareholders' meeting is passed based on the voting results, and shall announce the voting results at the meeting. The voting results of the resolution are recorded in the minutes of the meeting.
If the presiding officer of the meeting has any doubts about the results of the resolutions 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.
The counting of votes shall be carried out jointly by the meeting host, lawyers and shareholder representatives.
Article 58 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 59 If a proposal is not passed, or if this shareholders' meeting changes the resolution of the previous shareholders' meeting, a special reminder shall be made in the announcement of the resolution of the shareholders' meeting or in the resolution of the shareholders' meeting in accordance with laws, regulations or normative documents.
Article 60: 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 61 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 two months after the conclusion of the shareholders’ meeting.
Article 62 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. The election of directors should fully reflect the opinions of small and medium-sized shareholders.
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 it 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 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 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 6 Supplementary Provisions
Article 63 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 64 Matters not covered by this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the Articles of Association. If this system is inconsistent with the relevant laws, regulations, normative documents and the Articles of Association, the provisions of the relevant laws, regulations, normative documents and the Articles of Association shall prevail.
Article 65 When these rules are revised, the board of directors shall propose the amendment and submit it to the shareholders' meeting for review and approval.
Article 66 The company’s board of directors is responsible for interpreting these rules.
Article 67 These rules shall come into effect on the day they are approved by the shareholders' meeting, and the same shall apply when they are modified.
Shanghai Haili Biotechnology Co., Ltd.