威利斯人平台

威利斯人平台

Conducting the General Meeting of Shareholders
Source:International Business Division Date:2018年11月26日

Anthem of CREC—“Trailbreaker”

Conducting the General Meeting of Shareholders


1. The board of directors of the Company and other person(s) convening the meeting will take necessary measures to ensure the normal order of the general meeting of shareholders. The Company will take measures to prevent, and will timely report to relevant authorities for investigating into and dealing with, the acts of interfering with the general meeting of shareholders, initiating quarrels and creating trouble and infringing the legitimate rights and interests of shareholders.


2. All shareholders as at the record date shall be entitled to attend the general meeting of shareholders and exercise their voting rights in accordance with relevant laws, regulations and the Articles.

Any shareholder who has the right to attend and vote at a general meeting of shareholders shall have the right to appoint one or more persons (not necessarily shareholder(s)) as his/ her proxy(ies) to attend and vote at the meeting. Such proxy(ies) may exercise the following rights in accordance with the shareholder’s appointment:


(1) the right to speak at the general meeting of shareholders;


(2) the right to vote in accordance with relevant laws, regulations and the Articles.


3. Where an individual shareholder attends the meeting in person, he/she shall present his/her identity card or other valid identity documents and stock account card evidencing his/her identity; where he/she appoints a proxy to attend the meeting, such proxy shall present his/ her valid identity card and proxy form.


Where the shareholder is a legal person, its legal representative or the proxy(ies) appointed by its legal representative shall attend the meeting. Where the legal representative attends the meeting, he/she shall present his/her identity card or the valid identity documents evidencing his/her identity as a legal representative; where he/she appoints a proxy to attend the meeting, such proxy shall present his/her identity card and the proxy form issued legally by the legal representative of such legal person shareholder.


4. Shareholders shall appoint proxy in writing. The proxy form shall be signed by the appointer or its authorized representative who has been authorized in writing. If the appointer is a legal person, the document shall be affixed with the legal person's seal or signed by its director or duly authorized representative.


The proxy form issued by a shareholder to appoint proxy to attend the general meeting of shareholders shall set out the following contents:


(1) the name of the proxy;


(2) whether the proxy has voting rights;


(3) respective instructions on whether to cast an affirmative or negative vote or abstain from voting on each matter listed in the agenda of the meeting;


(4) the issue date and term of the proxy form;

(5) the signature (or seal) of the appointer. Where the appointer is a legal person, the seal of the appointer shall be affixed;


(6) specifying the number of shares held by the appointer represented by the proxy;


(7) Where several proxies are appointed, the proxy form shall specify the number of shares represented by each proxy.


5. The proxy form shall be placed at the domicile of the Company, or at other places designated in the notice of meeting, at least twenty-four (24) hours prior to the meeting for which the proxy is appointed, or twenty-four (24) hours prior to the designated voting time. If the proxy form is signed by a person authorized by the appointer, the power of attorney or other authorization documents shall be notarized. The notarized power of attorney or other authorization documents shall be placed together with the proxy form at the domicile of the Company or other places designated in the notice of meeting.


Where the appointer is a legal person, the legal representative or the person authorized by the resolution of its board of directors or other decision-making organ shall attend the general meeting of shareholders of the Company.


6. Any format of proxy form issued by the board of directors of the Company to the shareholders for the appointment of proxies shall give the shareholders free choice to instruct their proxies to cast an affirmative or negative vote, and to give separate instructions on each matter to be voted at the meeting. The proxy form shall state whether the proxy may vote at his/her discretion if the appointer does not give any instruction.


7. If, before voting, the appointer has passed away, lost his/her ability to act, withdrawn the appointment, withdrawn the authorization to sign the proxy form, or transferred all his/her relevant shares, the vote cast by the proxy in accordance with the proxy form shall remain valid so long as the Company has not received any written notice regarding such matters before the commencement of relevant meeting.


8. The meeting register for the attendees shall be prepared by the Company. The meeting register shall set out such matters as the names (or entity names), identity card numbers and addresses of, and the number of voting shares held or represented by, the attendees and the names of the appointers (or entity names).


9. The person(s) convening the meeting and the lawyer engaged by the Company shall, according to the register of shareholders provided by the securities registration and clearing organisation, jointly verify the legality of the shareholders’ qualifications and register the names of shareholders and the number of voting shares held by them. The registration for meeting shall terminate before the chairman of the meeting announces the number of shareholders and proxies present at the on-site meeting and the total number of voting shares held by them.


10. When the general meeting of shareholders is held, all directors, supervisors and the secretary to the board of directors shall attend the meeting, and, unless there is a justifiable reason, other senior management personnel shall be present as a non-voting attendee at the meeting.


11. The chairman of the board of directors shall preside over the meeting. If the chairman is unable or fails to perform his/her duties, the vice chairman of the board of directors shall preside over the meeting; if the vice chairman is unable or fails to perform his/her duties, a director jointly elected by more than half (1/2) of all the directors shall preside over the meeting.


If the meeting is convened by the supervisory committee itself, the chairman of the supervisory committee shall preside over the meeting; if the chairman of the supervisory committee is unable or fails to perform his/her duties, a supervisor jointly elected by more than half (1/2) of all the supervisors shall preside over the meeting.


The general meeting of shareholders convened by shareholders themselves shall be presided over by the representative elected by the person(s) convening the meeting.


When the general meeting of shareholders is held, if the chairman of the meeting breaches the rules of procedures which renders the meeting unable to proceed, upon the consent of the shareholders representing more than half (1/2) of the voting shares present at the on-site meeting, the general meeting of shareholders may elect one person to act as the chairman of the meeting so as to proceed with the meeting. If shareholders fail to elect a chairman of the meeting for any reason, the shareholder present at the meeting (including proxy) holding the most voting shares shall preside over the meeting.


12. The Company shall formulate the rules of procedures of the general meeting of shareholders, which shall contain detailed provisions on the procedures of the meeting and the  voting, including such contents as notice, registration, consideration of proposals, voting, calculation of votes, announcement of the voting results, formation of the resolutions of the meeting, meeting minutes and its execution and public announcement, and the principles for the authorisation which the general meeting of shareholders grant to the board of directors. The rules of procedures of the general meeting of shareholders shall be a schedule to the Articles and shall be finalised by the board of directors and approved by the general meeting of shareholders.


13. At the annual general meeting of shareholders, the  board of directors and the supervisory committee shall report to the general meeting of shareholders on their work for the past year. Each independent director shall also give a work report.


14. The directors, supervisors and senior management personnel at the general meeting of shareholders shall give explanations for the inquiries and proposals of the shareholders.


15. The chairman of the meeting shall, before the voting, announce the number of shareholders or their proxies present at the on-site meeting and the total number of voting shares held by them, and the number of shareholders or their proxies present at the on-site meeting and the total number of voting shares held by them as recorded in the meeting register shall prevail.


16. The general meeting of shareholders shall be recorded in minutes, for which the secretary to the board of directors shall be responsible. The minutes shall include the contents set forth below:


(1) location, date, time, agenda and name of the person(s) convening the meeting;


(2) name of the chairman of the meeting, directors, supervisors and senior management personnel present or present as a non-voting attendee at the meeting;


(3) number of  shareholders or their proxies present  at the meeting (including  shareholders of domestic investment shares and shareholders of overseas listed foreign shares (if any)), the total number of voting shares held by them, and their respective proportions of voting shares held by them in the total number of shares of the Company;


(4) discussion process, key points of the discussion and voting results of each proposal;


(5) inquiries, advice or proposals of the shareholders and related reply or explanation;


(6) name of the lawyer(s), person(s) counting the vote and scrutineer(s);


(7) other contents required to be recorded in the minutes by the Articles.


17. The person(s) convening the meeting shall ensure that the contents of the minutes is true, accurate and complete. The minutes shall be signed by the directors, supervisors, secretary to the board of directors, the person(s) convening the meeting or its/their representative(s) and chairman of the meeting present at the meeting, and shall be kept together with the signature list of shareholders attending the on-site meeting, the proxy form and valid information concerning voting through internet and other methods permanently.


The persons(s) convening the meeting shall ensure that the general meeting of shareholders can proceed without interruption until final resolutions are formed. Where the general meeting of shareholders is suspended or unable to make a resolution due to special reasons such as force majeure, necessary measures shall be taken to resume the meeting or directly terminate the current general meeting of shareholders as soon as possible and prompt public announcement shall be made. In the meantime, the person(s) convening the meeting shall report to the local branch of CSRC and the stock exchange where the Company is domiciled, explaining the reasons and disclosing relevant information and shall provide a special legal opinion issued by the lawyer.

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