威利斯人平台

威利斯人平台

Voting and Resolutions of the General Meeting of Shareholders
Source:Intetnational Business Division Date:2018年11月26日

Anthem of CREC—“Trailbreaker”

Voting and Resolutions of the General Meeting of Shareholders


1. The resolutions of the general meeting of shareholders shall be divided into two types: (i) ordinary resolutions, and (ii) special resolutions.


Ordinary resolutions made by the general meeting of shareholders shall be passed by more than half (1/2) of voting rights held by the shareholders (including their proxies) present at the meeting.


Special resolutions made by the general meeting of shareholders shall be passed by more than two thirds (2/3) of voting rights held by the shareholders (including their proxies) present at the meeting.


2. When voting at a general meeting of shareholders, shareholders (including their proxies) shall exercise their voting rights according to the number of voting shares held by them, with each share representing one vote.


When material issues affecting the interests of minority investors are considered at a general meeting, the votes relating to minority investors shall be counted separately. The separate votes counting results shall be disclosed publicly in a timely manner.


Shares of the Company held by the Company do not represent voting rights, which shall not be counted into the total voting shares present at the general meeting of shareholders.


Directors, independent directors, and shareholders satisfying relevant required conditions, may solicit shareholders’ voting rights publicly. When soliciting shareholders’ voting rights, sufficient disclosure of information such as the specific voting preference shall be made to the shareholders from which voting rights are being solicited. No consideration or other form of de facto consideration shall be involved in the solicitation of shareholders’ voting right. The Company shall not impose any limitation related to the minimum shareholding ratio on the solicitation of voting rights.


According to applicable laws and regulations and the listing rules of the locality where the Company’s shares are listed, if, in relation to any individual resolution, any shareholder must abstain from voting or be restricted to cast only an affirmative or negative vote, the votes casted by the shareholders (or their proxies) in breach of such relevant provisions or restrictions shall not be counted towards the total number of valid voting shares.


3. All matters which require a resolution at the general meeting of shareholders shall be voted by poll.


4. Voting on matters concerning the election of a chairman of the meeting or the suspension of the meeting shall be conducted immediately; for other matters, the chairman of the meeting shall have the right to decide when to conduct the voting by poll, the meeting may proceed to discuss other matters, and the voting result shall still be deemed as a resolution adopted at the meeting.


5. In case of voting by poll, shareholders (including their proxies) with two or more votes need not cast all their votes as affirmative or negative.


6. Where the negative votes are equal to the affirmative votes, the chairman of the meeting shall have the right to case one more vote.


7. Resolutions on matters listed in Articles 63(1) to 63(5), 63(9), 63(13) and 63(15) to 63(18) concerning the duties and powers of the general meeting of shareholders in Article 63 of the Articles, matters in the first paragraph of Article 64 other than Article 64.2, and other matters except for those required to be passed by special resolutions by laws, regulations or the Articles, shall be passed by ordinary resolution by the general meeting of shareholders.


8. Resolutions on matters listed in Articles 63(6) to 63(8), 63(10), 63(12) and 63(14) concerning the duties and powers of the general meeting of shareholders in Article 63 of these Articles, and matters required to be adopted by special resolutions by laws, regulations or the Articles, or where ordinary resolutions of the general meeting of shareholders have determined that such matters have a material impact on the Company, shall be adopted by special resolution by the general meeting of shareholders.


9. The chairman of the meeting shall, according to the voting results, decide on whether the resolutions of the general meeting of shareholders have been adopted, which shall be final, and shall announce the voting results, which shall be recorded into the meeting minutes.


10. When matters concerning affiliated transactions are considered by the general meeting of shareholders, those affiliated shareholders shall refrain from voting, and the voting shares held by them shall not be counted towards  the total number  of valid voting shares; and the public announcement of the general meeting of shareholders shall fully disclose the information on the voting of the non-affiliated shareholders.


11. The Company shall facilitate the shareholders in their presence at the general meeting of shareholders through various methods and ways, including modern information technology means such as providing a voting platform in the form of internet, provided that the legality and effectiveness of the general meeting of shareholders shall be assured.


12. The name list of candidates for directors and supervisors shall be included in a proposal to be submitted to the general meeting of shareholders for voting. The board of directors shall make a public announcement to the shareholders on the resume and basic information of the candidates of directors and supervisors. According to the provisions of the Articles or a resolution of the general meeting of shareholders, cumulative voting system shall be adopted where the shareholding ratio of the controlling shareholder of the Company is over 30% and the general meeting of shareholders votes on the election of more than two directors or supervisors.


The following rules shall be observed where cumulative voting system is adopted in a general meeting of shareholders for election of directors and/or supervisors:


1. There should be separate voting sessions for the election  of  independent  directors,  non- independent directors and supervisors respectively.


(1) In the election of independent directors, each shareholder present at the meeting is entitled to such number of votes as equity to the number of shares held by it multiplied by the number of independent directors to be elected at the general meeting of shareholders, and such votes can only be used for the candidates of independent directors of the Company.

(2) In the election of non-independent directors, each shareholder present at the meeting is entitled to such number of votes as equity to the number of shares held by it multiplied by the number of non-independent directors to be elected at the general meeting of shareholders,

and such votes can only be used for the candidates of non-independent directors of the Company.

(3) In the election of supervisors, each shareholder present at the meeting is entitled to such number of votes as equity to the number of shares held by it multiplied by the number of supervisors to be elected at the general meeting of shareholders, and such votes can only be used for the candidates of supervisors of the Company.


When electing directors and/or supervisors at the general meeting of shareholders, each candidate of director and/or supervisor shall be voted separately and individually. A shareholder can exercise its voting rights either collectively to one candidate or separately to several different candidates for the same type of position, provided that the total number of votes exercised by a shareholder shall not exceed the total number of votes entitled to it for such type of candidate.


2. The election of directors and/or supervisors shall depend on the number of votes obtained, which shall be no less than half (1/2) of the total voting rights entitled to the shareholders present at the general meeting of the shareholders.


3. Before voting for the candidates of directors and/or supervisors at the  general  meeting  of shareholders, the chairman of the meeting shall expressly inform the shareholders present at the meeting of the adoption of cumulative voting system for  the  candidates  of  directors  and supervisors. The board of directors shall prepare ballot tickets that are suitable for cumulative voting system. The secretary to the board of directors shall explain the methods of cumulative voting system and approaches on filling of ballot tickets.

13Methods and procedures to nominate directors and supervisor are as follows:


(1) shareholders holding, individually or jointly, more than 3% in the total number of the outstanding voting shares of the Company may put forward in a written proposal to the general meeting of shareholders the candidates of non-independent directors and supervisors to be appointed from those other than the employee representatives, provided that the number of persons nominated must comply with the provisions of the Articles and be not more than the number of persons contemplated to be elected. The said proposal put forward by the shareholders to the Company shall be sent to the Company at least fourteen (14) days prior to the date of the general meeting of shareholders;


(2) the board of directors and the supervisory committee may, within the scope of the number of persons as provided in the Articles, formulate a proposed name list of the candidates of directors and supervisors who are not employee representatives according to the number of persons contemplated to be elected, and put forward the said list in a written proposal to the general meeting of shareholders;


(3) the Company shall separately formulate a special system for the nomination of independent directors;


(4) the written notice concerning the intention to nominate candidates of directors and supervisors and the nominees’ statement for acceptance of the nomination, as well as relevant written information of the nominees, shall be sent to the Company at least seven (7) days prior to the date the general meeting of shareholders is held. The board of directors and the supervisory committee shall provide resumes and basic information of the candidates of directors and supervisors to the shareholders;


(5) the period given by the Company to relevant nominators and nominees to submit the aforesaid notices and documents (which is counted from the next day when the notice of general meeting of shareholders is issued) shall be at least seven (7) days;


(6) the general meeting of shareholders shall vote on each candidate of directors and supervisors one by one, except those circumstances under which the cumulative voting system is applicable;


(7) in case of any interim increase or addition of directors and supervisors, the candidates shall be put forward and suggested by the board of directors and the supervisory committee for election or replacement by the general meeting of shareholders.


14. Except for the cumulative voting system, the general meeting of shareholders shall vote on all proposals one by one, and where there are different proposals on the same matter, shall vote in accordance with the order of time the proposals are put forward. Except that the general meeting of shareholders is suspended or unable to make a resolution for special reasons such as force majeure, it shall not put off or refrain from voting on proposals.


15. When considering proposals, the general meeting of shareholders shall not amend the contents of the proposal, otherwise relevant changes shall be deemed as a new proposal, and the current general meeting of shareholders shall not vote on such proposal.


16. Among the on-site voting, voting through internet or voting through other means, only one method can be chosen for the same vote. In case of a repetitive voting for the same vote, the result of the first voting shall prevail.


17. Before voting on proposals, the general meeting of shareholders shall elect two shareholders’ representatives to participate in vote counting and supervision on vote counting. Where a shareholder has an interest in the matters being considered, such relevant shareholder and its proxies shall not participate in vote counting and supervision on vote counting.


When the general meeting of shareholders votes on proposals, the lawyer, shareholders’ representatives and supervisors’ representatives shall jointly be responsible for vote counting and supervision on vote counting and shall announce on the spot the voting results, and the voting results for resolutions shall be recorded into the meeting minutes.


Company shareholders or their proxies voting through internet or other means shall have the right to verify their own voting results through the corresponding voting system.


18. The ending time of the on-site general meeting of shareholders shall not be earlier than the ending time for meeting via the internet or other means, and the chairman of the meeting shall announce the voting information and result on each proposal and, according to the voting result, on whether such proposal is passed.


Before the voting result is formally announced, relevant parties involved in the voting on site or through internet or other means, such as the Company, person(s) counting the vote, scrutineer(s), major shareholders, internet services providers, etc., shall assume confidentiality obligations toward the information on voting.


19. Shareholders present at the general meeting of shareholders shall express one of the following opinions on the proposals submitted for voting: affirmative, negative or abstaining, except that securities registration and clearing organizations, being the nominal holders of shares subject to the Shanghai-Hong Kong stock connect, may express opinions according to the intentions of actual holders.


Votes without input or with wrong information or illegible scripts, or votes not casted, shall be deemed as the voters having waived their voting rights, and the voting result of the number of shares held by them shall be calculated as “abstaining”.


20. If the chairman of the meeting has any doubt about the voting result, he/she may organise the counting of the votes. If the chairman does not count the votes, and the shareholders or their proxies present at the meeting disagree with the result announced by the chairman, they shall have the right to request for the counting of the votes immediately after the announcement of the voting result, and the chairman shall organise the counting of the votes immediately.


21. If votes are counted at a general meeting of shareholders, the counting result shall be recorded in the minutes of the meeting. Minutes of the meeting shall be kept in the domicile of the Company together with the signature list of shareholders attending the meeting and th e proxy form.


22. The resolutions of the general meeting of shareholders shall, in accordance with the provisions of the listing rules of the locality where the Company’s shares are listed, be promptly and publicly announced, which shall specify the number of shareholders  or their proxies present at the meeting, the total number of voting shares held by them, the proportion of voting shares held by them in the total number of voting shares of the Company, the voting methods, the voting result on each proposal and the detailed contents of the resolutions adopted, and shall also explain the information on the issue of the notice of general meeting of shareholders and the information on the presence and voting of shareholders of foreign investment shares and domestic investment shares at the general meeting of shareholders.


23. Where a proposal has not been passed or any change is made at the current general meeting of shareholders to the resolution(s) passed by the last general meeting of shareholders, a special note shall be made in the public announcement of the resolutions  of the general meeting of shareholders.


24. Where proposals regarding election of directors or supervisors were passed at the general meeting of shareholders, the time the new directors or supervisors take office shall be the time when the proposals of relevant elections were passed at the general meeting of shareholders.


Where proposals regarding cash dividend, stock distribution or conversion of  the  capital reserve into share capital were passed at the general meeting of shareholders, the Company will implement the specific plan within two (2) mont hs after the general meeting of shareholders.

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