Rules of Procedure for Shareholders’ Meeting (April 2026)
Shanghai Xuantai Pharmaceutical Technology Co., Ltd.
Rules of Procedure for Shareholders' Meeting
Chapter 1 General Provisions
Article 1 In order to safeguard the legitimate rights and interests of Shanghai Xuantai Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the "Company") and the company's shareholders, clarify the responsibilities and authorities of the shareholders' meeting, improve the efficiency 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"), These rules are formulated by laws, regulations and normative documents such as the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules, the Rules of Shareholders' Meetings of Listed Companies (hereinafter referred to as the "Shareholders' Meeting Rules"), the Shanghai Stock Exchange's Self-Regulatory Supervision Guidelines for Companies Listed on the Science and Technology Innovation Board No. 1 - Standardized Operations, the Guidelines on the Articles of Association of Listed Companies, and the Articles of Association of Shanghai Xuantai Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the "Articles of Association").
Article 2 These rules shall apply when the company convenes a shareholders’ meeting. The shareholders' meeting shall exercise its powers within the scope stipulated in the Company Law and the company's articles of association.
Article 3 These Rules are binding on the company, all shareholders, shareholders’ agents, all directors, senior managers, relevant staff of the shareholders’ meeting, and other persons attending the shareholders’ meeting.
Article 4 The company's board of directors shall strictly abide by the Company Law and other laws, regulations and the company's articles of association regarding the convening of shareholders' meetings, and organize shareholders' meetings conscientiously and on time. All directors of the company are responsible for the normal convening of the shareholders' meeting with integrity and diligence, and shall not hinder the shareholders' meeting from performing its duties in accordance with the law.
Chapter 2 Powers of the Shareholders’ Meeting
Article 5 The company shall convene shareholders' meetings in strict accordance with the relevant provisions of laws, administrative regulations, company articles of association and these rules to ensure that shareholders can exercise their rights in accordance with the law. The shareholders' meeting shall exercise its powers within the scope of the Company Law, the company's articles of association, the company's External Guarantee Management System, Foreign Investment Management System, Related Transaction Management System, and Raised Funds Management System.
Article 6 Unless otherwise provided by laws, administrative regulations or the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the powers of the shareholders' meeting stipulated in Article 5 of these Rules shall not be exercised by the board of directors or other institutions and individuals in the form of authorization. If the shareholders' meeting authorizes the board of directors or other institutions or individuals to exercise other powers on its behalf, it shall comply with the principle of prudence. The content of the authorization shall be clear and specific and shall be made in writing. However, the powers legally exercised by the shareholders' meeting shall not be delegated to the board of directors.
Chapter 3 Convening Time of Shareholders’ Meeting
Article 7 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 may be convened from time to time. When the circumstances stipulated in Article 113 of the Company Law arise that require an extraordinary shareholders' meeting to be held, the extraordinary shareholders' meeting shall be convened within two months.
Article 8 If any of the following circumstances occurs, the company shall convene an extraordinary shareholders' meeting within 2 months from the date of occurrence:
(1) When the number of directors is less than 2/3 of the number specified in the Company Law or the company’s articles of association;
(2) When the company’s uncompensated losses reach 1/3 of the 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 and company articles of association.
Article 9 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 Shanghai Stock Exchange, explain the reasons and make an announcement.
Article 10 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 laws, administrative regulations, and the "Rules of Shareholders' Meetings"
and the provisions of the company’s 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 4 Convening of Shareholders’ Meeting
Article 11 The board of directors shall convene the shareholders’ meeting on time within the time limit specified in Article 7 of these rules.
Article 12 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 company's 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 13 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 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 company's 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 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 committee may convene and preside over it on its own.
Article 14 Shareholders who individually or collectively hold more than 10% of the company's shares (including preference shares with restored voting rights, etc.) 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 provide written feedback on whether it agrees or disagrees to convene an extraordinary shareholders' meeting within 10 days after receiving the request in accordance with the provisions of laws, administrative regulations and the company's 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 who individually or collectively hold more than 10% of the company's shares (including preferred shares with restored voting rights, etc.) have the right to 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 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 (including preference shares with restored voting rights, etc.) for more than 90 consecutive days may convene and preside over the meeting on their own.
Article 15 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 Shanghai Stock Exchange.
The audit committee or the convening shareholders shall submit relevant supporting materials to the Shanghai 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 proportion of shares held by the convening shareholder (including preferred shares with restored voting rights, etc.) shall not be less than 10%. The convening shareholder shall apply to lock the company shares he holds during the above period before issuing the notice of the shareholders' meeting.
Article 16 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 17 For a shareholders' meeting convened by the audit committee or shareholders themselves, the necessary expenses for the meeting shall be borne by the company.
Chapter 5 Proposals of the Shareholders’ Meeting
Article 18 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 company's articles of association.
Article 19 Shareholders who individually or collectively hold more than 1% of the company's shares (including preference shares with restored voting rights, etc.) may submit a temporary proposal 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 company's 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 18 of these Rules shall not be voted on and resolutions made by the shareholders' meeting.
Chapter 6 Notice of Shareholders’ Meeting
Article 20 The convener shall notify all shareholders by announcement 20 days before the annual shareholders' meeting (excluding the day of the meeting), and the extraordinary shareholders' meeting shall notify all shareholders by announcement 15 days before the meeting (excluding the day of the meeting).
Article 21 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 clear words: All shareholders have the right to attend the shareholders’ meeting and can entrust them in writing
A proxy attends the meeting and participates in voting, and the shareholder proxy does not need 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 equity registration date should be determined in the notice of the shareholders' meeting. 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 22 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 23 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 or actual controller;
(3) Disclose the number of shares held in the company;
(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 24 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. After 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.
Chapter 7 Qualification and Registration of Shareholders to Attend Shareholders’ Meetings
Article 25 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 company's articles of association. The company and the convenor shall not refuse for any reason. 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 26 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, and a stock account card; if an individual shareholder appoints an agent to attend the meeting, the agent shall present his or her valid ID card or 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 a legal representative attends a meeting, he or she must present his/her identity card, a valid certificate that proves his or her qualifications as a legal representative, and a stock account card; if an agent is appointed to attend the meeting, the agent must 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.
Shareholders of a partnership enterprise shall be represented at the meeting by a representative appointed by the executive partner of the partnership or an agent entrusted by the appointed representative. If the executive partner appoints a representative to attend the meeting, he shall present his or her ID card, a valid certificate proving his qualifications to appoint a representative, and a stock account card; if he or she appoints an agent to attend the meeting, the agent shall present his or her ID card and a written power of attorney issued by the executive partner.
Article 27 A shareholder shall entrust an agent in writing, signed by the principal or the agent entrusted by the principal in writing; if the principal is a legal person or a partnership, it shall be stamped with the seal of the legal person or partnership or signed by its officially authorized agent.
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 agent;
(2) The name of the client, the type and number of company shares held;
(3) Instructions for voting in favor, against or abstaining from voting on each matter included in the agenda of the shareholders’ meeting.
show;
(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.
Chapter.
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 documents shall be notarized. The notarized power of attorney or other authorization document, and the power of attorney for proxy voting must be kept at the company's domicile or other place specified in the notice convening the meeting.
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 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 31 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 voting shares they hold.
Chapter 8 Convening of Shareholders’ Meeting
Article 32 The board of directors shall strictly abide by the provisions of the Company Law and other laws and regulations on convening shareholders' meetings, and organize shareholders' meetings conscientiously and on time. All directors have a fiduciary responsibility for the normal convening of the shareholders' meeting and shall not hinder the shareholders' meeting from performing its duties in accordance with the law.
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 33 A company shall hold a shareholders' meeting at the company's domicile or at a location specified in the company's 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 and convenient network or other means to facilitate shareholders' participation in the shareholders' meeting in accordance with the provisions of laws, administrative regulations, the China Securities Regulatory Commission or the company's articles of association. Shareholders who participate in the shareholders' meeting through the above methods are deemed to be present.
Article 34 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 35 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. If the convenor 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 a representative elected by the convener.
When convening a shareholders' meeting, if the presiding officer violates the rules of procedure and the meeting cannot continue, with the consent of more than half of the shareholders present at the meeting with voting rights, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and continue the meeting.
Article 36 The host of the meeting shall announce the opening of the meeting at the scheduled time, and the meeting shall proceed item by item in the order of the topics and proposals listed on the agenda. The content included in the agenda of the meeting shall be carried out in the order of listening to reports, centralized deliberation and centralized voting. The host may also decide to adopt item-by-item reporting and item-by-item deliberation and voting based on the actual situation.
Article 37 The host of the meeting shall announce before voting the number of shareholders and agents attending the meeting on-site and the total number of shares holding voting rights. The number of shareholders and agents attending the meeting on-site and the total number of shares holding voting rights shall be subject to the meeting registration.
Article 38 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 39 Except for matters involving company business secrets, directors and senior managers shall provide explanations and clarifications to shareholders' inquiries at shareholders' meetings.
Article 40 Shareholders may raise questions and suggestions on the contents of the motion. The host shall personally or designate directors or other relevant personnel present at the meeting to provide explanations or explanations to the shareholders' questions and suggestions. Under any of the following circumstances, the host may refuse to answer the questions, but shall explain the reasons to the questioner:
(1) The question has nothing to do with the topic;
(2) Answering the inquiry will significantly damage the common interests of shareholders;
(3) Involving the company’s trade secrets;
(4) Other important reasons.
Article 41 The presiding officer of the meeting has the right to temporarily adjourn the meeting according to the meeting process and time schedule. The presiding officer may also adjourn the meeting when he deems it necessary.
Chapter 9 Voting and Resolutions of Shareholders’ Meeting
Article 42 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 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 violates the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law by purchasing shares of the company with voting rights, the shares exceeding the prescribed proportion shall not exercise voting rights within 36 months after the purchase, and shall not be included in the total number of shares with voting rights for shareholders present.
Article 43 The company's board of directors, independent directors, shareholders holding more than 1% of the shares with voting rights, or the investor protection institution established in accordance with laws, administrative regulations or the provisions of the China Securities Regulatory Commission (hereinafter referred to as the investor protection institution) may publicly request the company's shareholders to entrust them to attend the shareholders' meeting on their behalf and exercise the right to propose proposals, voting rights and other shareholder rights on their behalf. The collection of shareholders' rights shall be carried out free of charge, and the information necessary for shareholders to make authorization shall be fully disclosed to the persons being collected.
The solicitation of shareholder rights shall fully disclose specific voting intentions and other information to the persons being solicited. It is prohibited to collect voting rights from shareholders through paid or disguised payment methods. In addition to statutory conditions, the company and the convener of the shareholders' meeting shall not set conditions for the solicitor.
If shareholders' rights are solicited in accordance with the provisions of the preceding paragraph, the solicitor shall disclose the solicitation documents and the company shall cooperate.
If the public solicitation of shareholders' rights violates laws, administrative regulations or the relevant provisions of the securities regulatory authority of the State Council, causing losses to the company or its shareholders, it shall bear liability for compensation in accordance with the law.
Article 44 When the shareholders' meeting considers relevant related transaction matters, related shareholders shall not participate in voting, and the number of shares with voting rights they represent will not be included in the total number of valid votes. The approval must be passed by more than half of the voting rights held by non-related shareholders present at the meeting. However, when the related transaction involves matters that need to be passed in the form of special resolutions as stipulated in the company's articles of association, the resolution of the shareholders' meeting must be passed by more than 2/3 of the voting rights held by non-related shareholders attending the shareholders' meeting; the voting status of non-related shareholders should be stated in the resolution of the shareholders' meeting.
The procedures for avoidance and voting of related shareholders at the shareholders’ meeting are as follows:
(1) The company’s board of directors or other convener shall, in accordance with the provisions of relevant laws and administrative regulations, conduct
Determine whether the relevant matters submitted to the shareholders' meeting for review constitute related transactions;
(2) Shareholders who are related to the matters to be considered by the shareholders’ meeting shall report to the shareholders’ meeting before the date of the shareholders’ meeting.
The company's board of directors discloses its related relationships and actively applies for recusal;
(3) When the shareholders’ meeting is reviewing relevant related-party transactions, the presiding officer of the meeting announces the
East, and explain and explain the relationship between related shareholders and related transactions;
(4) The presiding officer of the meeting announces the avoidance of related shareholders, and the non-related shareholders will review the related transactions.
discussion, voting;
(5) The avoidance and voting procedures of related shareholders shall be included in the minutes of the current shareholders’ meeting.
Article 45 When a single shareholder and its persons acting in concert hold 30% or more of the company's equity shares, or when two or more independent directors are elected, a cumulative voting system shall be implemented. When cumulative voting is used to elect directors, the number of electoral votes received by each candidate and whether he was elected should be disclosed. The cumulative voting system mentioned above 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 owned by shareholders can be used collectively.
Article 46 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 47 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 48 If on-site meetings and other voting methods are used for voting at the same time, 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 49 The shareholders' meeting shall vote by registered vote.
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 by him or her shall be counted as "abstention".
Article 51 Before the shareholders' meeting votes on a proposal, the host of the meeting shall designate two shareholder representatives 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 the shareholders' meeting votes on a proposal, two shareholder representatives and a lawyer 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 52 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 53 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.
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.
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 54 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 the shareholders' meeting shall be passed by more than 2/3 of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting.
Article 55 Except for matters stipulated by laws, administrative regulations or the company's articles of association that should be passed by special resolutions, other matters shall be passed by ordinary resolutions by the shareholders' meeting.
Article 56 The following matters shall be passed by the shareholders' meeting through special resolutions:
(1) The company increases or decreases its registered capital;
(2) The division, spin-off, merger, dissolution and liquidation of the company;
(3) Modification of the company’s articles of association;
(4) 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;
(5) Equity incentive plan;
(6) As stipulated by laws, administrative regulations or the company's articles of association, and as determined by the shareholders' meeting through ordinary resolutions
Other matters that have a significant impact on the company and require special resolutions.
Article 57 Unless the company is in crisis or other special circumstances, the company will not enter into a contract with anyone other than directors, managers and other 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 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, special explanations should be made in the resolution of the shareholders' meeting.
Article 60 The convener shall ensure that the shareholders’ meeting will be 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 Shanghai Stock Exchange.
Article 61: The board of directors shall be responsible for the implementation of the resolutions reached by the shareholders’ meeting, and shall hand them over to the general manager of the company to organize relevant personnel for specific implementation according to the content of the resolutions.
Article 62: 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 company's articles of association.
Article 63: 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 64 The general manager shall report the implementation of the resolutions of the shareholders' meeting to the board of directors, and the board of directors shall report to the next shareholders' meeting.
Article 65 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 company's articles of association, or the content of the resolution violates the company's 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 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.
Article 66 The shareholders' meeting may authorize the board of directors to exercise relevant rights in accordance with laws, administrative regulations and the company's articles of association.
Chapter 10 Shareholders Meeting Records
Article 67 The secretary of the board of directors is responsible for the minutes of the shareholders’ meeting. The minutes of the meeting 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 voting shares held and the proportion of the company’s shares
Proportion of the total number of shares;
(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 by laws, regulations and the company's articles of association.
Article 68 The directors, board secretary, convener or representative and meeting host who attended 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 booklet of shareholders present on site, the power of attorney for the attending proxy, and valid information on voting status via the Internet and other methods, and the retention period shall be no less than 10 years.
Chapter 11 Others
Article 69: These rules, as an attachment to the company's articles of association, are formulated by the board of directors and take effect from the date of approval by the company's shareholders' meeting. The Board of Directors shall modify these Rules of Procedure in accordance with the provisions of relevant laws, regulations and the actual situation of the Company and submit them to the Shareholders' Meeting for approval and take effect.
Article 70 Matters not covered in these rules shall be governed by relevant national laws, regulations and the company's articles of association. If these rules are inconsistent with the relevant provisions of relevant laws, regulations, normative documents and the company's articles of association, the relevant provisions of the relevant laws, regulations, normative documents and the company's articles of association shall prevail; if these rules conflict with laws, regulations, normative documents promulgated by the country in the future or the company's articles of association after being modified through legal procedures, the provisions of the relevant national laws, regulations, normative documents and the company's articles of association shall prevail.
Article 71 Unless otherwise specified in these rules, the terms “above” and “within” mentioned in these rules include the original number; “over”, “less than” and “more than” do not include the original number.
Article 72 The right to interpret these rules belongs to the board of directors.