Notice on Issuing the Rules of the Shareholders' Meeting of Listed Companies

Issuing authority: China Securities Regulatory Commission

Symbol: Zheng Jian Fa [2006] No. 21

Time of issue: 2006-03-16

Listed companies:

In order to further standardize the behavior of listed companies and ensure that the general meeting of shareholders exercise their functions and powers according to law, according to the new 2005

The revised "Company Law" and "Securities Law" and other relevant regulations, the China Securities Regulatory Commission issued in May 2000

Shi's "Standard Opinions of the Shareholders' Meeting of Listed Companies (Revised in 2000)" (Zheng Jian Company Word [2000] No. 53)

Revised. It is now released, please follow the instructions.

If the announcement or notice of the relevant general meeting of the listed company is long, you may choose to refer to the China Securities Regulatory Commission.

Make a summary disclosure of the relevant content in the newspaper, but the full text should also be on the website designated by the China Securities Regulatory Commission.

Announce

The disclosure website of the listed company on the Shanghai Stock Exchange is: http://www.sse.com.cn;

The website disclosed by the Shenzhen Stock Exchange is http://www.cninfo.com.cn.

The Rules for the Shareholders' Meeting of Listed Companies shall come into force as of the date of promulgation. Listed company share split reform process

The relevant shareholders' meetings involved in the meeting shall be implemented in accordance with other relevant regulations.

Each listed company shall promptly revise the articles of association and, according to its own situation, formulate corresponding shareholders' meetings.

Rules of affairs.

March 16, 2006

Listed company shareholders' meeting rules

General

Article 1 In order to regulate the behavior of listed companies and ensure that the general meeting of shareholders exercises their functions and powers according to law, according to the Chinese

These Rules are formulated by the Companies Law of the Republic of China (hereinafter referred to as the "Company Law") and the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law").

Article 2 Listed companies shall strictly comply with laws, administrative regulations, these rules and the company's articles of association.

A general meeting of shareholders is stipulated to ensure that shareholders can exercise their rights according to law.

The board of directors of a listed company shall perform its duties earnestly and organize the shareholders' meeting in a serious and timely manner. Listed company

Directors should be diligent and responsible to ensure the normal convening of the general meeting of shareholders and the exercise of their powers according to law.

Article 3 The general meeting of shareholders shall exercise its functions and powers within the scope prescribed by the Company Law and the Articles of Association.

Article 4 The general meeting of shareholders shall be divided into the annual general meeting of shareholders and the extraordinary general meeting of shareholders. Annual general meeting of shareholders

Once, it should be held within 6 months after the end of the previous fiscal year. The extraordinary general meeting of shareholders is held from time to time.

When there is a temporary general meeting of shareholders as stipulated in Article 101 of the Company Law, the temporary shareholders

The conference should be held within 2 months.

If a listed company cannot convene a general meeting of shareholders within the above-mentioned period, it shall report to the Chinese securities regulatory authority at the place where the company is located.

A stock exchange that will send out institutions and company stocks to be listed and traded (hereinafter referred to as "stock exchanges"), indicating the original

Because of the announcement.

Article 5 When a listed company convene a general meeting of shareholders, it shall hire a lawyer to issue legal opinions on the following issues and

announcement:

(1) Whether the convening and convening procedures of the meeting comply with laws, administrative regulations, these rules and company chapters

Regulation of the process;

(2) Whether the qualifications of the attendees and the convener qualifications are legal and valid;

(3) Whether the voting procedures and voting results of the meeting are legal and valid;

(4) Legal opinions issued by other listed companies at the request of the listed company.

Chapter II Convening of the Shareholders' Meeting

Article 6 The board of directors shall convene a general meeting of shareholders on time within the time limit prescribed in Article 4 of these Rules.

Article 7 Independent directors have the right to propose an extraordinary general meeting of shareholders to the board of directors. Call for independent directors

The proposal of the temporary general meeting of shareholders shall be in accordance with the provisions of laws, administrative regulations and the company's articles of association.

Written feedback on whether to agree or disagree with the convening of the EGM within 10 days of receiving the proposal.

If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a convening share within 5 days after the resolution of the board of directors is made.

Notice of the East Conference; if the Board of Directors does not agree to convene an extraordinary general meeting, it shall explain the reasons and make an announcement. Article 8 The board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, and shall

The board of directors proposed. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the company's articles of association, upon receipt of the proposal

Within 10 days, we submitted written feedback on whether to agree or disagree with the convening of the extraordinary general meeting.

If the board of directors agrees to convene an extraordinary general meeting, it shall call within 5 days after the resolution of the board of directors is made.

In the notice of the general meeting of shareholders, the notice of the original proposal shall be approved by the board of supervisors.

The board of directors does not agree to convene an extraordinary general meeting of shareholders, or has not made a written counter within 10 days after receiving the proposal.

If the board of directors believes that the board of directors cannot perform or does not perform the duties of convening the shareholders meeting, the board of supervisors may

Convene and host.

Article 9 Shareholders who hold more than 10% of the company's shares individually or in aggregate have the right to request a meeting from the board of directors.

The extraordinary general meeting of shareholders shall be submitted to the board of directors in writing. The board of directors shall be in accordance with the law and administrative law

Regulations and Articles of Association, within 10 days after receiving the request, agree or disagree to convene the temporary shareholders

Written feedback from the meeting.

If the board of directors agrees to convene an extraordinary general meeting, it shall call within 5 days after the resolution of the board of directors is made.

In the notice of the general meeting of shareholders, the change in the original request in the notice shall be subject to the consent of the relevant shareholders.

The board of directors does not agree to convene an extraordinary general meeting of shareholders, or if no feedback is given within 10 days after receiving the request,

Shareholders who hold more than 10% of the company’s shares individually or in aggregate have the right to propose to the Supervisory Committee to convene the EGM.

Yes, and should make a request to the Board of Supervisors in writing.

If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a general meeting of shareholders within 5 days of receiving the request.

Notice that the change in the original request in the notice shall be subject to the consent of the relevant shareholders.

If the board of supervisors fails to issue a notice of the general meeting within the prescribed time limit, it shall be deemed that the board of supervisors does not convene and preside over the shareholders.

At the conference, shareholders who hold more than 10% of the company's shares individually or in total for more than 90 days may convene themselves.

And hosting.

Article 10 If the board of supervisors or the shareholders decide to convene a general meeting of shareholders, they shall notify the board of directors in writing

At the time of the filing with the company's local securities regulatory agency and the stock exchange.

Before the announcement of the resolution of the general meeting of shareholders, the proportion of shares convened by shareholders shall not be less than 10%.

The board of supervisors and the convening shareholders shall, upon the issuance of the notice of the general meeting of shareholders and the announcement of the resolutions of the shareholders' meeting,

The relevant offices of the China Securities Regulatory Commission and the stock exchange where the company is located submit relevant certification materials. Article 11 For the shareholders' meeting convened by the board of supervisors or the shareholders themselves, the board of directors and the secretary of the board of directors shall

To cooperate. The board of directors shall provide a register of shareholders on the date of equity registration. If the board of directors does not provide a register of shareholders,

The collector may apply to the securities registration and settlement institution for the relevant announcement by calling the notice of the general meeting of shareholders. convene

The register of shareholders obtained by a person shall not be used for purposes other than the convening of a general meeting of shareholders.

Article 12 The shareholders' meeting convened by the board of supervisors or the shareholders themselves shall meet the expenses necessary for the meeting.

The company bears.

Chapter III Proposals and Notices of the Shareholders' Meeting

Article 13 The content of the proposal shall fall within the scope of the general meeting of shareholders, with clear issues and specific resolutions.

Matters and compliance with the relevant provisions of laws, administrative regulations and the company's articles of association.

Article 14 Shareholders who hold more than 3% of the company's shares individually or in aggregate may hold a meeting at a general meeting of shareholders.

An interim proposal was submitted 10 days ago and submitted to the convener in writing. The convener should issue within 2 days of receiving the proposal

The shareholders' meeting added a notice to announce the contents of the provisional proposal.

Except as provided in the preceding paragraph, the convener shall not modify the notice of the general meeting after the notice of the general meeting is issued.

Propose the proposal or add a new proposal.

Proposals not specified in the notice of the general meeting or not complying with the provisions of Article 13 of the Rules, the shareholders' meeting shall not

Vote and make a resolution.

Article 15 The convener shall notify all shareholders by way of announcement 20 days before the annual general meeting of shareholders.

The extraordinary general meeting of shareholders shall notify the shareholders by way of announcement 15 days before the meeting.

Article 16 The notice of the general meeting of shareholders and the supplementary notice shall fully and completely disclose the specifics of all proposals.

Content, and all information or explanations necessary to enable shareholders to make reasonable judgments about the matters to be discussed. Discuss

If the matters to be discussed require independent directors to express their opinions, they shall be accompanied by a notice of the general meeting or a supplementary notice.

The opinions and reasons of the independent directors.

Article 17 Where a general meeting of shareholders is to discuss the election of directors and supervisors, it shall be filled in the notice of the general meeting of shareholders.

The details of the disclosure of directors and supervisors shall include at least the following contents:

(1) Personal circumstances such as educational background, work experience, and part-time work;

(2) Whether there is a relationship with the listed company or its controlling shareholder and actual controller;

(3) Disclosure of the number of shares held by the listed company; (4) Whether it has been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange.

In addition to adopting a cumulative voting system to elect directors and supervisors, each candidate for directors and supervisors shall

The case was raised.

Article 18 The notice of the general meeting of shareholders shall specify the time and place of the meeting and determine the date of registration of the shares.

The interval between the equity registration date and the date of the meeting shall be no more than 7 working days. Once the equity registration date is confirmed,

Must not be changed.

Article 19 After the issuance of the notice of the general meeting of shareholders, the shareholders' general meeting may not be postponed or cancelled without justifiable reasons.

The proposal listed in the notice of the general meeting may not be cancelled. In the event of an extension or cancellation, the convener should

Announce and explain the reason at least 2 working days before the scheduled date.

Chapter IV Holding of the Shareholders' Meeting

Article 20 A listed company shall convene a general meeting of shareholders at the place where the company resides or at the place specified in the company's articles of association.

The general meeting of shareholders shall set up the venue and hold it in the form of a live meeting. Listed companies can adopt safe, economical,

Convenient network or other means to facilitate shareholders' participation in the shareholders' meeting. Shareholders participate in the stock through the above methods

The East Conference is considered to be present.

Shareholders may attend the general meeting of shareholders and exercise voting rights in person, or entrust others to attend and present on their behalf.

Exercise the right to vote within the scope of the right.

Article 21 If a general meeting of a listed company adopts a network or other means, it shall pass through the shareholders' meeting.

The time of the voting or the voting procedure of the network or other means is clearly stated in the knowledge.

The start time of the shareholders' meeting network or other means of voting shall not be earlier than the day before the on-site shareholders meeting

3:00 pm, no later than 9:30 am on the day of the on-site shareholders meeting, the end time must not be earlier than the current

At 3:00 pm on the day of the end of the general meeting of shareholders.

Article 22 The board of directors and other conveneres shall take necessary measures to ensure the normality of the shareholders' meeting.

order. Measures shall be taken for interference with shareholders' meetings, seeking troubles and infringing on the legitimate rights and interests of shareholders.

It shall be stopped and reported to the relevant departments for investigation and punishment in a timely manner.

Article 23 All shareholders or their agents registered on the stock registration date are entitled to attend the shareholders.

The General Assembly, listed companies and conveneres may not refuse for any reason.

Article 24 A shareholder shall hold a stock account card, identity card or other valid certificate or certificate capable of indicating his or her identity at the general meeting. The agent should also submit a power of attorney for the shareholder and a valid personal identification card.

Pieces.

Article 25 The convener and lawyer shall be based on the shareholder register provided by the securities registration and settlement institution.

Verification of the legality of the shareholder's qualifications, and registration of the shareholder's name or name and the voting rights held by the shareholder

number. The number of shareholders and agents who attended the meeting at the meeting host and the shares held by the voting rights

Before the total number, the registration of the meeting should be terminated.

Article 26 A listed company shall convene a general meeting of shareholders, and all directors, supervisors and secretary of the board of directors shall present

Meetings, managers and other senior management should attend the meeting.

Article 27 The shareholders' meeting is presided over by the chairman of the board of directors. When the chairman is unable to perform his duties or fails to perform his duties,

Presided over by the vice chairman; when the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors

Hosted by a director with the recommendation.

The general meeting of shareholders convened by the board of supervisors shall be presided over by the chairman of the board of supervisors. The chairman of the board of supervisors is unable to perform his duties

Or when the duties are not performed, the vice chairman of the board of supervisors presides; the vice chairman of the board of supervisors cannot perform his duties or fails to perform

At the time of the duties, a supervisor jointly elected by more than half of the supervisors presided over.

The shareholders' meeting convened by the shareholders themselves shall be presided over by the convener.

A listed company shall formulate rules of procedure for the shareholders' meeting. When the general meeting of shareholders is convened, the moderator of the meeting violates the

If the rules of procedure make the general meeting of shareholders unable to continue, the shareholders who have voted at the shareholders' meeting on the spot will have more than half of the shareholders.

It is agreed that the general meeting of shareholders may recommend one person to be the moderator of the meeting and continue to hold the meeting.

Article 28 At the annual general meeting of shareholders, the board of directors and the board of supervisors shall work on their work in the past year.

Report to the general meeting of shareholders, each independent director should also make a debriefing report.

Article 29 Directors, supervisors and senior management personnel shall make a general inquiry at the general meeting of shareholders

Explanation and explanation.

Article 30 The chairman of the meeting shall announce the number of shareholders and agents attending the meeting before the voting.

And the total number of shares with voting rights, the number of shareholders and agents present at the meeting and the voting rights held

The total number of shares is subject to the registration of the meeting.

Article 31 When a shareholder has a relationship with a matter to be considered by the shareholders' meeting, it shall abstain from voting.

The shares with voting rights are not included in the total number of shares with voting rights attending the general meeting. A listed company does not have voting rights in its own shares, and this part of the shares is not included in the shareholders' meeting.

The total number of shares with voting rights.

Article 32 When a general meeting of shareholders votes on the election of directors and supervisors, it shall be in accordance with the provisions of the company's articles of association.

Or a resolution of the general meeting of shareholders, a cumulative voting system may be implemented.

The cumulative voting system referred to in the preceding paragraph refers to the ownership of each share when the shareholders' meeting elects a director or supervisor.

If the number of directors or supervisors is the same, the voting rights of the shareholders can be used centrally.

Article 33 In addition to the cumulative voting system, the general meeting of shareholders shall vote on all proposals on a case-by-case basis. For the same

Where there are different proposals for the matter, they shall vote in the order in which they are submitted. In addition to special forces such as force majeure

The reason for the suspension of the shareholders' meeting or the inability to make a resolution is that the general meeting of shareholders may not suspend or disapprove the proposal.

vote.

Article 34 When a general meeting of shareholders considers a proposal, the proposal may not be modified. Otherwise, the relevant change

It should be regarded as a new proposal and must not be voted at this general meeting.

Article 35 The same voting right can only choose one of the on-site, network or other voting methods. with

If a voting right has a repeated vote, the result of the first vote shall prevail.

Article 36 Shareholders attending the general meeting of shareholders shall express the following opinions on the proposal submitted for voting.

One: agree, disagree or abstain.

Unfilled, incorrectly filled, unrecognizable or unreported votes are considered as voting by the voter.

The right, the voting result of the number of shares held by it, shall be counted as "abstain".

Article 37 Before the shareholders' general meeting votes on the proposal, two shareholder representatives shall be elected to participate in the counting of votes.

And the scrutiny. If the deliberation matters are related to the shareholders, the relevant shareholders and agents shall not participate in the counting of votes or the scrutiny.

When the shareholders' general meeting votes on the proposal, it shall be jointly accounted for by the lawyer, the shareholder representative and the supervisor representative.

Ticket, supervision