Chapter 1 General Provisions
Art. 1 In order to regulate corporate behavior, define the limits of authority of the general meeting, and ensure the general meeting's legal exercise of authority, these Rules are worked out in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the Company Law), Securities Law of People (hereinafter referred to as the Securities Law).
Art. 2 The company shall convene the shareholders' meeting in strict accordance with the laws, administrative regulations, these rules and the relevant provisions of the articles of association of the company.
The company's board of directors shall earnestly perform its duties and organize the general meeting of shareholders seriously and duly. All directors of the company shall be diligent to ensure the normal convening of the shareholders' meeting and the exercise of power in accordance with the law.
Art. 3 The general meeting of shareholders shall exercise its functions and powers within the scope stipulated in the company law and the articles of association.
Art. 4 The shareholders' meeting is divided into the annual shareholders' meeting and the extraordinary general meeting. The annual meeting of shareholders shall be held every year and shall be held within 6 months after the end of the last accounting year. Extraordinary general meeting was held irregularly. When the extraordinary general meeting is prescribed to be held in according with Article 100 of the company law, it shall be held within 2 months.
Chapter 2 Convening a General Meeting
Art. 5 The board of directors shall duly convene the general meeting of shareholders within the time limit specified in article 4 of this regulation.
Art. 6 The board of supervisors shall have the right to propose to the board of directors the convening of a general meeting of the provisional shareholders, which should be made in written form to the board of directors. For any proposal of the Board of Supervisors for convening an extraordinary general meeting, the Board of Directors shall, within ten days after receiving the proposal, give the written feedback stating to approve or not approve to convene the extraordinary general meeting according to the laws and regulations and these Articles of Association.
The Board of Directors shall give the notification of convening the extraordinary general meeting within five days after the Board makes the decision if it approves to convene the general meeting; and any change to the original proposal in the notification shall be subject to consent of the Board of Supervisors.
The Board of Directors’ disapproval to convene the extraordinary general meeting or failure to give any feedback within ten days after receiving the proposal shall be regarded as the Board of Directors’ being unable to perform or failing to perform the obligations to convene the general meeting, and the Board of Supervisors may convene and preside over the meeting itself.
Art. 7 For any proposal of shareholder(s) who individually or jointly holds 10% or more of the Company’s shares for convening an extraordinary general meeting, the Board of Directors shall, within ten days after receiving the proposal, give the written feedback stating to approve or not approve to convene the extraordinary general meeting according to the laws and regulations and these Articles of Association.
The Board of Directors shall give the notification of convening the extraordinary general meeting within five days after the Board makes the decision if it approves to convene the general meeting; and any change to the original proposal in the notification shall be subject to consent of the related shareholder(s).
If the Board of Directors does not approve to convene the extraordinary general meeting, or fails to give any feedback within ten days after receiving the proposal, the shareholder(s) who individually or jointly holds 10% or more of the Company’s shares shall have the right to submit proposal in written form to the Board of Supervisors for convening the extraordinary general meeting.
The Board of 6 Supervisors’ failure to give the notification of the general meeting within the specified period shall be regarded as its failure to convene and preside over the general meeting and any shareholder(s) individually or jointly holding 10% or more of the Company’s shares for a period of continuative 90 days may convene and preside over the general meeting themselves.
Art. 8 If the proposing shareholders decide to convene the extraordinary general meeting, it shall be submitted in writing to the Board of Directors.
The convening shareholders shall have the shareholdings not less than 10% before the announcement of any general meeting’s resolution.
Art. 9 For the general meeting convened by the Board of Supervisors or shareholders themselves, the Board of Directors and its secretary shall give cooperation. The Board of Directors shall provide the list of shareholders registered upon registration of shareholdings.
Art. 10 For the general meeting convened by the Board of Supervisors or shareholders themselves, the necessary cost for the meeting shall be borne by the Company.
Chapter 3 Matters to he Discussed at the General Meeting and Proposed Resolutions
Art.11 All the items listed in Art. 3 of these Rules are the matters to be discussed at general meetings.
Art.12 A shareholder or shareholders holding more than 3% of the Company's total votes or the Supervisory Board may make an extraordinary proposal.
In addition to the provisions of the preceding paragraph, the convenor may not amend the proposals set out in the notice of the shareholders' meeting or add a new proposal after the notice of the shareholders meeting is issued. The shareholders' general meeting shall not vote and make a resolution if it is not listed in the notice of the shareholders' meeting or is not in conformity with the twelfth provisions of the present rules.
Art.13 The convener shall be held 20 days before the announcement to inform the shareholders at the annual general meeting of shareholders. Thirteenth provisional shareholders' meeting shall be convened 15 days before the announcement to inform the shareholders.
Art.14 The specific contents of all proposals shall be fully disclosed in the notice and supplementary notice of the shareholders' meeting. And all the information or explanation required to make a reasonable judgement for the shareholders to be discussed.
Art.15 The shareholders' meeting will discuss the election matters of directors and supervisors, and the details of directors and supervisors' candidates should be fully disclosed in the notice of shareholders' meetings, including at least the following contents:
(1)Personal situation, such as educational background, work experience, part-time job, etc.
(2) Whether there is a relationship with the company or its controlling shareholders and the actual controller;
(3) Disclosing the number of shares held by the company;
(4) Weather to be punished by the CSRC and other relevant departments and the punishment of the stock exchange.
Art.16 The candidates of each director and supervisor shall be submitted by a single proposal.
Art.17 The notice of the shareholders' meeting shall specify the time and place of the meeting and determine the date of the registration of the shares. The interval between the date of the registration and the date of the meeting shall be not more than 7 working days. Once the date of registration is confirmed, it shall not be changed.
Art.18 The shareholders' meeting shall not be postponed or cancelled after issuing the notice of the shareholders' meeting without any justification. The proposals listed in the notice of the shareholders' meeting shall not be cancelled. Once the general meeting of shareholders is delayed or cancelled, the convener shall inform and explain the reasons to convene before scheduled at least 2 working days.
Chapter 4 Convening a General Meeting
Art.19 A company shall convene a meeting of shareholders at the place of residence of the company or at the place specified in the articles of association of the company.
The meeting of the shareholders shall be set up in the form of a field meeting.
Shareholders may attend the general meeting of shareholders and exercise the right to vote, and may also entrust others to attend and exercise the right to vote within the scope of authorization.
Art.20 The board of directors and other convenor should take the necessary measures to ensure the normal order of the shareholders' meeting. In the case of interference with the shareholders' meeting, provocation and infringement of the legitimate rights and interests of shareholders, measures should be taken to stop and report to the relevant departments in time to investigate.
Art.21 All shareholders or their agents registered on the date of registration shall have the right to attend the meeting of the shareholders, and the company and the convenor shall not refuse on any grounds.
Art.22 The shareholders shall be present at the shareholders' meeting with an identity card or other valid certificates or certificates which can indicate their identity. The agent should also submit the authorization letter of the shareholder and the personal valid identity certificate.
Art.23 The convenor shall verify the legality of the shareholder's qualification on the basis of the register of shareholders and register the name of the shareholder and the number of shares held by the shareholder. The registration of the meeting shall be terminated before the host announces the number of shareholders and agents at the meeting and the total number of shares held by the voting rights.
Art.24 The general meeting of the shareholders shall be held by the company. All the directors and supervisors shall attend the meeting, and the managers and other senior managers shall attend the meeting.
Art.25 The general meeting shall be presided over by the Chairman of the Board of Directors. In case the Chairman is unable or fails to perform his duty, the Vice Chairman shall preside over the meeting. If the Vice Chairman is unable or fails to perform his duty, a director elected by the majority of directors shall preside over the meeting.
Any general meeting that is convened by the Board of Supervisors shall be presided over by the Chairman of the Board of Supervisors. In case the Chairman is unable or fails to perform his duty, a supervisor elected by the majority of supervisors shall preside over the meeting. The general meetings convened by shareholders themselves shall be presided over by a representative elected by the conveners.
In case the meeting chairman breaches the rule of procedure during the meeting, which results in discontinuousness of the general meeting, the general meeting may elect a person to preside over the meeting by the attending shareholders holding the majority of voting shares.
Art.26 At the annual shareholders' meeting, the board of directors and the board of supervisors should report to the shareholders' meeting on their work in the past year.
Art.27 The directors, supervisors and senior managers should explain to the shareholders' inquiries at the shareholders' meeting.
Art.28 The host of the meeting shall announce the number of shareholders and agents at the meeting at the meeting and the total number of shares held by the vote before the vote. The number of shareholders and agents at the meeting and the total number of shares held by the voting rights shall be subject to the registration of the meeting.
Art.29 A vote should be avoided when the shareholders and the shareholders' general meeting have a relationship to be considered. The shares in which they have the right to vote are not included in the total number of shares that have the right to vote at the meeting of the shareholders.
The company has no right to vote for its own shares, and the share is not included in the total number of shares that have the right to vote at the meeting of the shareholders.
Art.30 The shareholders' meeting should vote on all the proposals item. If there are different proposals for the same matter, it shall be voted on the time sequence proposed by the proposal. In addition to the suspension of the shareholders' meeting or the failure to make a resolution due to special reasons such as force majeure, the shareholders' meeting may not put aside or vote on the proposal.
Art.31 The proposal shall not be amended when the proposal is considered by the shareholders' meeting. Otherwise, the change should be regarded as a new proposal and shall not be voted on at the general meeting of the shareholders.
Art.32 One of the same voting rights can only be selected in the form of site, network, or other voting. The result of the first vote is subject to repeated voting on the same right of vote.
Art.33 The shareholders attending the shareholders' meeting shall make one of the following comments on the proposal submitted to the vote: consent, objection or abstention.
Voting ballots which are not filled or wrongly filled or cannot be read are considered as voting rights of voters. The voting results of their shares should be regarded as "waiver".
Art.34 The general meeting of shareholders to vote on the proposal before the shareholders should elect two representatives to participate in the election. To consider matters related to the shareholders, the relevant shareholders and agents shall not participate in the vote, election.
The general meeting of shareholders to vote on the proposal, should be composed of representatives of shareholders and supervisors shall be responsible for the counting of votes, election.
Art.35 The host of the conference shall announce the voting and results of each proposal at the meeting site and announce the approval of the proposal on the basis of the results of the vote.
Art.36 For any proposed resolution not adopted at the general meeting, or any resolutions adopted at the previous general meeting which are changed at this general meeting, the Board of Directors shall give explanations in the announcement of the resolutions of the general meeting.
Art.37 The following records should be recorded in the shareholders' meeting:
(1)Meeting time, place, agenda, and name of a convenor;
(2)Names of directors, supervisors, managers and other senior managers attending meetings;
(3)The number of shareholders and agents attending the meeting, the total number of shares held by the voting rights and the proportion of the total number of shares in the company;
(4)Review of each proposal, key points and results of a vote;
(5)A shareholder's inquiry or suggestion, as well as a corresponding reply or explanation;
(6)The name of the tellers, scrutineers;
(7)The articles of association of the company stipulate that the other contents of the record of the meeting shall be contained.
The directors, supervisors, conveners, representatives or chairpersons attending the conference shall sign the minutes of the meeting, and ensure that the contents of the minutes are authentic, accurate and complete. The record of the meeting shall be kept in conjunction with effective information such as the register of the shareholders and the letter of attorney present by the agent, and the duration of the conference shall be kept for no less than 10 years.
Art.38 The convenor should ensure that the shareholders' meeting is held continuously until the final resolution is formed. Due to special reasons such as force majeure and other special reasons, the shareholders' meeting may suspend or fail to make decisions. It is necessary to take necessary measures to resume the convening of shareholders' meetings as soon as possible or to terminate the shareholders' meeting directly, and notify them in time.
Art.39 The new directors and supervisors shall be appointed in accordance with the provisions of the articles of association of the shareholders' general assembly through the electoral proposals of the directors and supervisors.
Art.40 The general meeting of shareholders through the relevant dividend, bonus or capitalization of capital reserve proposal, the company shall implement plan within 2 months after the shareholders' meeting.
Art.41 The resolution of the general meeting of the shareholders of a company violates the ineffectiveness of the laws and administrative regulations.
The convening procedures and voting ways of shareholders' meetings are contrary to laws, administrative regulations or articles of association, or the contents of resolutions are contrary to the articles of association. Shareholders can request the people's court to cancel the 60 days from the date of the decision.
Chapter 5 Supplementary Articles
Art. 42 The number of "above" and "inside" is referred to in the rules; "over", "below" and "more" are not included in the number.
Art. 43 As an annex to the articles of association of the company, this rule is implemented after the approval of the general meeting of the shareholders and is explained by the board of directors.
Zhejiang Huaguang Capsule Stock Co.,Ltd
August 2014
Tel: 86-575-86285218
Fax: 86-575-86282096
Add:High and new technology zone, Xinchang county,Zhejiang province, China.
