Proposals and Notice of the General Meeting of Shareholders
1. The contents of the proposals shall be within the scope of authority of the general meeting of shareholders, have clear and definite topics and specific matters to be determined, and shall comply with relevant provisions of laws, regulations and the Articles.
2. When the Company holds a general meeting of shareholders, the board of directors, supervisory committee and shareholders who individually or jointly hold more than 3% of the voting shares of the Company shall have the right to prepare a proposal to the Company.
Shareholders who hold more than 3% of the voting shares of the Company, either individually or jointly, may prepare an interim proposal and submit it in writing to the person(s) convening the meeting ten (10) days before the general meeting of shareholders convenes. The person(s) convening the meeting shall issue a supplementary notice of the general meeting of shareholders within two (2) days upon receipt of the proposal and publicly announce the contents of such proposal.
Except for the circumstances as provided in the preceding paragraph, after issuing a public announcement on the notice of the general meeting of shareholders, the person(s) convening the meeting shall not amend the proposals specified in the notice of the general meeting of shareholders or include new proposals.
The general meeting of shareholders shall not vote and make a resolution on proposals not specified in the notice or not in compliance with Article 76 of the Articles.
3. When the Company holds a general meeting of shareholders, it shall send a written notice to the shareholders forty-five (45) days prior to the meeting. Shareholders intending to be present in the general meeting of shareholders shall send a written reply of attendance to the Company twenty
(20) days before the meeting convenes.
The notice of the general meeting of shareholders shall be delivered through any methods as permitted by the stock exchange of the locality where the Company’s shares are listed (including without limitation by post, email, fax, public announcement, announcement on the websites of the Company and/or the stock exchange of the locality where the Company’s shares are listed) to the shareholders (whether or not such shareholders have a voting right at the general meeting of shareholders). In the case of delivery by post, the address of the recipient shall be the address registered in the register of shareholders.
The public announcement mentioned in the preceding paragraph shall be published in one or more newspapers designated by the securities regulatory authority of the State Council forty-five (45) to fifty (50) days prior to the meeting. All shareholders of domestic investment shares shall be deemed to have received the notice of general meeting of shareholders upon the publication of the announcement.
4. The Company shall calculate the number of voting shares held by shareholders who plan to attend the meeting based on the written reply received twenty (20) days prior to the date on which the general meeting of shareholders is held. Where the number of voting shares held by shareholders who plan to attend the meeting reaches more than half (1/2) of the total number of voting shares of the Company, the meeting can be held by the Company. Otherwise, the Company shall inform the shareholders again within five (5) days, in the form of an public announcement, of the matters to be considered, and the date and place of the meeting to be held. The meeting can be held by the Company after such public announcement has been made.
5. The notice of the general meeting of shareholders shall include the following contents:
(1) in written form;
(2) the time, location and duration of the meeting;
(3) the matters and proposals submitted to the meeting for consideration;
(4) providing shareholders with materials and explanations necessary for them to make sensible decisions regarding the matters to be discussed, including (but not limited to) the specific terms and contracts (if any) for a proposed transaction and a detailed explanation of its reasons and consequences where the Company proposes a merger, acquisition of shares, restructuring of share capital or other forms of restructuring;
(5) where any director, supervisor and senior management personnel have an important interest with regard to matters to be discussed, then the nature and extent of that interest shall be disclosed. Where the impact of the matters to be discussed on such director, supervisor and senior management personnel who are shareholders is different from the impact on other shareholders of the same class, then that difference shall be illustrated;
(6) containing the full text of any special resolution proposed to be passed at the meeting;
(7) providing a clear description stating that all shareholders shall have the right to attend and vote at the general meeting of shareholders and may entrust in writing one (1) or more proxies, as necessary, who does not need to be shareholders of the Company, to attend and vote at the meeting;
(8) stating the deadline and place for the delivery of proxy form of the meeting;
(9) the record date for the shareholders who have the right to attend the general meeting of shareholders;
(10) the names and telephone numbers of the contact person of the meeting.
6. Where the election of directors or supervisors is proposed to be discussed at the general meeting of shareholders, the notice of the general meeting of shareholders shall fully disclose the details of the candidates of directors or supervisors, and shall include at least the following contents:
(1) the particulars of the candidates such as education background, work experience and concurrent positions;
(2) whether he/she has an affiliation with the Company or the controlling shareholder and the actual controller of the Company;
(3) the number of shares held by such candidates shall be disclosed;
(4) whether he/she has been sanctioned by CSRC and other relevant departments and stock exchanges.
Except for the election of directors and supervisors through cumulative voting system, each candidate for the position of directors and supervisors shall be put forward in a single proposal.
7. An accidental omission of giving notice of a meeting to a person who is entitled to receive such notice or such person’s failure to receive such notice shall not invalidate the meeting or the resolutions adopted at the meeting.
8. After sending the notice of general meeting of shareholders, the meeting shall not be postponed or cancelled without justifiable reason, and the proposals specified in the notice of the meeting shall not be cancelled. In case of any postponement or cancellation, the person(s) convening the meeting shall make a public announcement and explain the reasons at least two (2) working days before the scheduled date of the meeting. Where the listing rules of the locality where the Company’s shares are listed have other provisions on this matter, such rules shall apply.
Address: China Railway Plaza, No.69 Fuxing Road, Haidian District, Beijing, P.R. China
Post Code: 100039E-mail: email@example.com
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