ADAMA Ltd.
Rules of Procedure for Shareholders’ Meeting
March 2023(Revision)
Table of Contents
Chapter I General Provisions ...... 3
Chapter II Shareholders’ Meeting ...... 3
Chapter III Functions and Powers of Shareholders’ Meeting ...... 4
Chapter IV Authorization Granted by Shareholders’ Meeting to Board of Directors ...... 6
Chapter V Convening Shareholders’ Meeting ...... 9
Chapter VI Proposal and Notice of Shareholders’ Meeting ...... 11
Chapter VII Registration of Shareholders’ Meeting ...... 14
Chapter VIII Meeting Discipline ...... 16
Chapter IX Holding Shareholders’ Meeting ...... 16
Section I General Provisions ...... 16
Section II Host ...... 17
Section III Consideration of Proposals ...... 17
Section IV Voting ...... 18
Section V Resolutions ...... 23
Section VI Speeches of Shareholders ...... 24
Section VII Adjournment ...... 25
Section VIII Minutes of Shareholders’ Meeting and Execution ...... 25
Chapter X Information Disclosure ...... 26
Chapter XI Implementation and Report of Resolutions ...... 27
Chapter XI Supplemental Rules ...... 27
Chapter I General ProvisionsArticle 1 These Rules are formulated in accordance with Company Law of the PRC (hereinafter“Company Law”), Securities Law of the PRC (hereinafter “Securities Law”) , Rules for Listing ofStocks in Shenzhen Stock Exchange (the “Listing Rules”), Code of Corporate Governance forListed Companies, Rules of Shareholders’ Meetings for Listed Companies, the Guidelines ofShenzhen Stock Exchange on Self-discipline Supervision of Listed Companies No.1: StandardizedOperation of Main Board Listed Companies, other laws, administrative regulations, regulations ofministries and commissions and Articles of Association of ADAMA Ltd. (hereinafter “Articles ofAssociation”), with a view to regulating the actions of ADAMA Ltd. (hereinafter “Company”) andsafeguarding the exercise of powers by Company’s Shareholders’ Meeting (hereinafter“Shareholders’ Meeting” or “Meeting”).Article 2 The Board of directors and other conveners shall hold Shareholders’ Meeting in accordancewith relevant provisions of laws, administrative regulations, these Rules and Articles of Association,ensure that the Shareholders’ Meeting can be held normally and legally exercise powers, andguarantee the exercise of rights by shareholders in accordance with laws.The Board of directors of Company shall perform their duties and timely organize Shareholders’Meeting. All directors of Company shall fulfill their responsibilities diligently to ensure that theShareholders’ Meeting can be held normally and legally exercise powers.
Chapter II Shareholders’ Meeting
Article 3 Shareholders’ Meeting can be divided into Annual Shareholders’ Meeting and InterimShareholders’ Meeting. The Annual Shareholders’ Meeting will be held once every year, and shouldbe held within 6 months after end of previous fiscal year. The Interim Shareholders’ Meeting willbe held irregularly; if any circumstance stipulated by Article 9 of the Rules occurs, making itnecessary to hold an Interim Shareholders’ Meeting, such Interim Shareholders’ Meeting should beheld within 2 months.Article 4 Where Company cannot hold Shareholders’ Meeting within the aforesaid time limit, itshall report to CSRC Hubei Supervision Bureau and ShenZhen Stock Exchange (SZSE), specifyingthe reasons, and make an announcement.Article 5 The location of the shareholders’ meeting shall be the domicile of the Company or otherplace as set forth in the notice of the shareholders’ meeting.The shareholders' meeting will be on-site meeting. The Company will also provide online voting tofacilitate the shareholders in attending the meeting. If shareholders attend the shareholders' meetingby the aforesaid means, they shall be deemed to have been present. Where Company offers onlinevoting platform to shareholders, the identities of shareholders shall be confirmed according to theregulations of SZSE on identity certification for investors using Internet services.Shareholders can attend the Shareholders’ Meeting and exercise voting rights by themselves or byproxy by allowing someone else to attend the Meeting and cast votes on their behalf.
Article 6 When convening Shareholders’ Meeting, Company shall engage lawyers to issue legalopinions and make announcement with respect to following issues:
1) Whether the procedure of convening and holding the meeting complies with the provisions oflaws, administrative regulations, these Rules and Articles of Association;
2) Whether the qualifications of the attendees and the convener are legal and valid;
3) Whether the procedure and result of voting in the meeting are legal and valid;
4) Other issues as per the requirements from Company.
Article 7 Company may engage notaries to notarize issues such as the number of attendees in theShareholders’ Meeting, the number of shares held by participating shareholders, the power ofattorney, the voting results for each issue voted, the minutes and the legality of meeting procedure.Article 8 Company may irregularly hold Interim Shareholders’ Meeting based on actual needs.Article 9 Company should hold an Interim Shareholders’ Meeting within two months after theoccurrence of any of the following circumstances:
1) The number of directors is less than the minimum number stipulated under the Company Law
or 2/3 of the number of directors in AOA;
2) The number of independent directors is less than 1/3 of all directors;
3) The losses not covered by Company reach 1/3 of total amount of paid-in capitals
4) At the request of shareholders holding more than 10% of shares of Company individually or in
aggregate;
5) Whenever the Board of directors believes necessary;
6) When the Supervisory Board proposes to hold such a meeting;
7) Other circumstances stipulated by laws, administrative regulations, regulations of ministries
and commissions and Articles of Association.The number of shares held, as mentioned in Item (4) in preceding section, shall be calculated as atthe day when shareholders raise the written requests.
Chapter III Functions and Powers of Shareholders’ MeetingArticle 10 Shareholders’ Meeting is the organ of power of Company and legally exercises followingpowers and functions, which cannot be exercised by the Board of directors or other organs or
individuals by way of authorization:
1) determining business direction and investment plan of Company;
2) electing and removing directors and Supervisors not acted by workers’ representatives, anddetermining their remunerations;
3) examining, determining and approving the Board of directors reports;
4) examining, determining and approving the Board of supervisors’ reports;
5) examining, determing and approving Annual budgets and final accounts of revenue of Company;
6) examining, determining and approving the profit distribution scheme and loss recovery scheme
of Company;
7) making resolutions on increase or decrease in the Company’s registered capital;
8) making resolutions on the issuance of corporate bonds;
9) making resolutions on the merger/consolidation, split, dissolution, liquidation or change ofCompany form;10) amending these Articles of Association;
11) making resolutions on the engagement or dismissal of an accounting firm by Company;
12) examining, deliberating and approving the guarantee particulars prescribed in Article 11;
13) examining, deliberating matters regarding the Company’s purchase or sale of major assets
(exceeding 30% of the most recently audited total assets of Company) within one year;
14) examining, deliberating and approving the change of purpose of raised capital;
15) examining and deliberating the equity incentive plan and employee stock ownership plan;
16) examining and deliberating other matters which shall be determined by Shareholders’ Meetingsaccording to the laws, administrative statutes, regulations of ministries and commissions andArticles of Association.Article 11 The following external guarantees undertaken by Company shall be approved byShareholders’ Meeting after examination and deliberation:
1) Any guarantee offered after the total amount of external guarantees undertaken by Company
and its controlled subsidiaries exceeds 50% of the most recently audited net assets;
2) Any guarantee made by the Company after the total amount of external guarantees offered by
the Company and any of the Company's controlled subsidiaries exceeds 30% of the latestaudited total assets;
3) The amount of external guarantees provided by the Company within one year exceeds 30% of
the Company's latest audited total assets;
4) Any guarantee offered to an entity with asset-liability ratio exceeding 70%;
5) Any single guarantee with amount exceeding 10% of the most recently audited net assets;
6) Any guarantee offered to shareholders, actual controllers and their affiliates.If the Company's external guarantee violates the approval authority and deliberation procedure,causing losses to the Company, the relevant responsible person shall bear the responsibility ofcompensation, and the Company will give the relevant responsible person correspondingpunishment according to the economic loss suffered by the Company and the severity of thesituation.Chapter IV Authorization Granted by Shareholders’ Meeting to Board of
Directors
Article 12 Shareholders’ Meeting shall not authorize the Board of directors to exercise the powersof Shareholders’ Meeting stipulated by Article 10 and Article 11 hereof, provided that the Board ofdirectors can be authorized to deal with or implement the issues under any resolutions which havebeen approved by the Shareholders’ Meeting.When necessary, Shareholders’ Meeting may authorize the Board of directors to determine specificissues relevant to resolved issues for which it is unable or unnecessary to determine in theShareholders’ Meeting.Article 13 If Shareholders’ Meeting authorizes the Board of directors in accordance with theprovisions hereof, it shall comply with following principles :
1) Principle of publicity. Any authorization granted by Shareholders’ Meeting to Board of directorsshall be made in the form of resolution by the Shareholders’ Meeting.
2) Principle of appropriateness. The authorization scope shall fully contemplate and reflect the
actual circumstance of the management and operation of Company; whereas it shall avoid theBoard of directors substituting for the Shareholders’ Meeting, and the board’s power to makedecisions on management and business operation in the usual course of business shall beguaranteed.
3) Principle of specificity. The authorization contents should be specific, avoiding unclear powers
to be encountered by the Board of directors during actual operation.
4) Principle of due process. Except as otherwise stipulated by Articles of Association, with respectto the issues to be approved by Shareholders’ Meeting in the form of ordinary resolution orspecial resolution in accordance with the provisions of laws, administrative regulation, theseRules or Articles of Association, the corresponding authorizations to the Board of directors shallbe approved by Shareholders’ Meeting in the form of ordinary resolution or special resolutionrespectively.
5) Principle of independence. Once Shareholders’ Meeting approves the proposal of authorizing
the Board of directors in the form of resolution, the Board of directors can independentlyexercise their relevant legitimate powers within the scope of the authorization, and shall notbe illegally intervened by any other institutions or individuals.Article 14 The board of directors shall have powers regarding acquisition and sale of assets,replacement of assets, external investment, bank loan, mortgage of assets, external guarantee,affiliated transaction, etc. set forth below:
(1) The total amount of assets involved in the transaction exceeds 20% of the latest audited totalassets of the company. If the assets involved in the transaction have book value and appraisalvalue concurrently, the higher value shall be used for calculation;
(2) The net assets involved in the target of the transaction (i.e. equity transaction) exceed 20% ofthe latest audited net assets of the Company and the absolute amount is more than RMB 20million. If the assets involved in the transaction have book value and appraisal valueconcurrently, the higher value shall be used for calculation;
(3) The revenue of the target of the transaction (i.e. equity interests) in the latest year exceeds 20%of the latest audited revenue of the company, and the absolute amount is more than RMB 20million;
(4) The net profit of the target of the transaction (i.e. equity interests) in the latest year exceeds 20%of the latest audited net profit of the company, and the absolute amount is more than RMB 2million;
(5) The amount of the transaction (including indebtedness and expenses) exceeds 20% of the latestaudited net assets of the company, and the absolute amount is more than RMB 20 million;
(6) The profit of the transaction exceeds 20% of the latest audited net profit of the company, andthe absolute amount is more than RMB 2 million;
(7) External guarantee: any guarantee other than the guarantee stipulated in Article 11;
(8) Affiliated transaction: the affiliated transaction between the company and affiliated naturalperson exceeds RMB 300,000; the affiliated transaction between the company and affiliatedlegal person (or other organizations) exceeds RMB 3 million and exceeds 0.5% of the latestaudited net assets of the company;
(9) Securities investment: the total amount exceeds 10% of the latest audited net assets of thecompany, and the absolute amount being more than RMB 10 million. Securities investmentforesaid includes placement or subscription of new shares, securities repurchase, stockinvestment, bond investment, entrusted financial management (including bank financialproducts, trust products) and other investment behavior identified by the Shenzhen StockExchange.
If any amount above is negative amount, the absolute amount shall be used for calculation purpose.
With respect to the exercise of aforesaid powers, the Board of directors shall perform the duty todisclose information in accordance with Listing Rules for Stocks Traded on Shenzhen StockExchange.The Board of directors shall establish strict reviewing and decision-making procedure; for majorinvestment projects, the functional department or branch manager of Company shall conductfeasibility analysis and demonstration, and Company shall organize experts and professionalsincluding lawyers and accountants to review and issue opinions from the financial and legalperspectives; after being reviewed and approved by the Board of directors, the opinions will besubmitted to Shareholders’ Meeting for discussion and will be implemented after being approvedby the Shareholders’ Meeting. The shareholders meeting shall have powers regarding transactionswhich meet one of the following criteria:
(1) The total amount of assets involved in the transaction exceeds 50% of the latest auditedtotal assets of the company. If the assets involved in the transaction have book value andappraisal value concurrently, the higher value shall be used for calculation;
(2) The net assets involved in the target of the transaction (i.e. equity transaction) exceed 50%
of the latest audited net assets of the Company and the absolute amount is more than RMB50 million. If the assets involved in the transaction have book value and appraisal valueconcurrently, the higher value shall be used for calculation;
(3) The revenue of the target of the transaction (i.e. equity interests) in the latest year exceeds50% of the latest audited revenue of the company, and the absolute amount is more thanRMB 50 million;
(4) The net profit of the target of the transaction (i.e. equity interests) in the latest year exceeds50% of the latest audited net profit of the company, and the absolute amount is more thanRMB 5 million;
(5) The amount of the transaction (including indebtedness and expenses) exceeds 50% of thelatest audited net assets of the company, and the absolute amount is more than RMB 50million;
(6) The profit of the transaction exceeds 50% of the latest audited net profit of the company,and the absolute amount is more than RMB 5 million;
(7) Affiliated transaction: the affiliated transaction (except for the transactions that thecompany receives cash as gift and the company provides guarantee) between the companyand affiliated person exceeds RMB 30 million and exceeds 5% of the latest audited netassets of the company;
(8) Securities investment: the total amount exceeds 50% of the latest audited net assets of the
company, and the absolute amount being more than RMB 50 million.
Regarding to the purchase or sale of assets transaction, the company shall use the total amount ofthe assets or the amount of the transaction, whichever is higher, as the calculation criteria and theamount shall be cumulative in the twelve consecutive months according to the type of the transaction.If the amount reaches 30% of the latest audited total assets, the transaction shall be submitted to theshareholders’ meeting for consideration and shall be adopted by more than two thirds of the votingrights held by the shareholders present at the meeting.
If any amount above is negative amount, the absolute amount shall be used for calculation purpose.
The term "transaction" as mentioned in this Article includes the following: (1) the purchase or saleof assets (excluding the purchase of raw materials, fuel and power, and the sale of products,commodities and other assets related to daily operations, but the purchase and sale of such assetsinvolved in the assets swap is still included), (2) external investment (including entrusted financialmanagement, investment in subsidiaries, etc.); (3) providing financial support (including entrustedloans, etc.); (4) providing guarantee (including guarantee for controlled subsidiaries, etc.); (5)renting or leasing assets; (6) entrusting others or being entrusted for management of assets orbusiness; (7) gifting assets or being gifted; (8) claims or debt restructuring; (9) transferring oracquiring by transfer research and development projects; (10) signing a license agreement; (11)waiver of rights (including without limitation waiver of preemptive rights or the privilege tosubscribe for capital contributions); (12) other transactions identified by the Shenzhen StockExchange.The external donation shall comply with the External Donation Management Measures of ADAMALtd.
Chapter V Convening Shareholders’ MeetingArticle 15 The Board of directors shall convene Shareholders’ Meeting within the time limitstipulated by Article 3 hereof; where the board of directors fails to convene Shareholders’ Meetingwithin the time limit or make an announcement according to these Rules, the persons directly incharge of this shall bear legal responsibilities, and other members of the board of directors shall bearjoint and several liabilities.Article 16 Independent directors shall have the right to propose in writing to the board for conveningInterim Shareholders’ Meeting; with respect to such proposal, the board of directors shall provide awritten reply on whether or not holding such Interim Shareholders’ Meeting within 10 days after
receiving such proposal, in accordance with provisions of laws, administrative regulations andArticles of Association.Where the board agrees to hold the Interim Shareholders’ Meeting, it shall give notice of holdingShareholders’ Meeting within 5 days after making the board resolution; where the board does notagree to hold the Interim Shareholders’ Meeting, it shall give reasons and make an announcement.Article 17 The Board of supervisors is entitled to make a proposal in writing to the board ofdirectors for convening Interim Shareholders’ Meeting; the board of directors shall provide a writtenreply on whether or not to hold such Interim Shareholders’ Meeting within 10 days after receivingsuch proposal, in accordance with provisions of laws, administrative regulations and Articles ofAssociation.Where the board of directors agrees to the convening of the Interim Shareholders’ Meeting, it shallgive notice of holding Shareholders’ Meeting within 5 days after making board resolution, andany change to the original proposal in the notice should obtain consent from the Board of supervisors.Where the board of directors disagrees to the convening of the Interim Shareholders’ Meeting orfails to provide a reply within 10 days from the date of the receipt of the said proposal, it shall bedeemed incapable or failure to fulfill its obligation of convening the Shareholders’ Meeting; theboard of supervisors may thereby convene the Shareholders’ Meeting and preside over the meetingon its own.
Article 18 The shareholders individually or jointly holding more than 10% of the shares of thecompany shall have the right to propose in writing to the board of directors the convening of theinterim shareholders’ meeting. The board of directors shall, in accordance with the provisions inlaws, administrative regulations and these Articles of Association, provide a reply in writing onwhether or not to convene such Interim Shareholders’ Meeting within 10 days from the date of thereceipt of such proposal.Where the board of directors agrees to convene the Interim Shareholders’ Meeting, it shall givenotice of convening Shareholders’ Meeting within 5 days after making the board resolution, and anychange to the original proposal in the notice shall have the consent of the relevant shareholders.Where the board of directors disagrees the convening of the Interim Shareholders’ Meeting or failsto provide a reply within 10 days from the date of the receipt of the said proposal, the shareholderswhich individually or jointly hold more than 10% of the shares of the company shall have the rightto propose in writing the convening of the Interim Shareholders’ Meeting to the board of supervisorsand shall raise their request in writing to the board of supervisors.
Where the Board of supervisors agrees to convene the Interim Shareholders’ Meeting, it shall givethe notice of holding Shareholders’ Meeting within 5 days after receiving such request, and anychange to original proposal in the notice shall have the consent of the relevant shareholders.Where the board of supervisors fails to give the said notice on Shareholders’ Meeting within the
prescribed time limit, it shall be deemed that they failed to convene and preside over theShareholders’ Meeting and shareholders which individually or jointly hold more than 10% of thecompany's shares for more than 90 consecutive days may convene the Shareholders’ Meeting andpreside over the meeting independently. Immediately prior to the announcement of the resolutionon Shareholders’ Meeting, the shareholding proportion of convening shareholders shall not be lessthan 10%.Article 19 Where the Board of supervisors or shareholders decide to convene a Shareholders’Meeting independently by themselves, they shall notify the Board of directors in writing to sucheffect and file with ShenZhen Stock Exchange.Immediately prior to the announcement of the resolution on Shareholders’ Meeting, theshareholding proportion of convening shareholders shall not be less than 10%.The Board of supervisors or the convening shareholders shall, upon issuing the notice onShareholders’ Meeting and announcing the resolutions of Shareholders’ Meeting, submit relevantcertificates to ShenZhen Stock Exchange.Article 20 The Board of directors and the Secretary to the Board of Directors shall support theShareholders’ Meeting independently convened by the Board of supervisors or shareholders. TheBoard of directors shall offer the register of members as at the equity registration day. Where theboard fails to offer the register of members, the convener can request the securities registry &settlement agency to offer the register by producing an announcement regarding the notice ofShareholders’ Meeting. The register of members acquired by the convener shall not be used forpurposes other than holding Shareholders’ Meeting.Article 21 Where the Shareholders’ Meeting is held independently by the board of supervisors orshareholders, all necessary costs and expenses related to the meeting shall be borne by the company.
Chapter VI Proposal and Notice of Shareholders’ MeetingArticle 22 The contents of proposals shall be within the scope of the functions and powers ofShareholders’ Meeting, with specific topic and detailed matters for making resolution, and shallcomply with relevant provisions of laws, administrative regulations and Articles of Association.Article 23 Where the company holds the Shareholders’ Meeting, the board of directors, the boardof supervisors and the shareholders that individually or jointly hold more than 3% of the company'sshares shall have the right to put forward proposals to the company.Shareholders that individually or jointly hold more than 3% of the company's shares may, 10 daysprior to the convention of the Shareholders’ Meeting, put forward the interim proposals and submitthem in writing to the convener. The convener shall issue a supplementary notice of the Shareholders’Meeting within 2 days after receipt of such proposals, announcing the contents of the Interimproposals..Except for the circumstances prescribed in the preceding paragraph, the convener, after having
issued the notice of the Shareholders’ Meeting, shall not amend proposals which have beenexpressly set out or add new proposal to the said notice.
Proposals which are not listed in the said notice or are inconsistent with Article 22 of these Articlesof Association shall not be voted on or resolved on the Shareholders’ Meeting.
The notice or supplemental notice on Shareholders’ Meeting shall fully and completely disclose thecontents of all proposals, as well as all information or explanation required for shareholders to makereasonable judgment on the matters to be discussed. Where opinions from independent directors arerequired for matters to be discussed, the opinions and reasons of independent directors shall bedisclosed concurrently upon giving notice or supplemental notice on Shareholders’ Meeting.Article 24 List of candidates for directors and supervisors are submitted to Shareholders’ Meetingin form of proposal for voting:
1. The Board of Directors of the Company or the shareholders singly or jointly holding more than3% of the shares of the Company may nominate non-independent directors.
2. The Board of Supervisors of the Company or the shareholders singly or jointly holding more
than 3% of the shares of the Company may nominate supervisors as non-representative of theemployees.
3. The Board of Directors of the Company or the shareholders singly or jointly holding more than1% of the shares of the Company may nominate independent directors.
The nominator of an independent director shall nominate the nominee with such nominee’s priorconsent. The nominator shall adequately understand the profession, academic qualifications,professional titles, detailed work experience and all part-time jobs of the nominee, and express hisopinion on the qualifications and independence of the nominee’s serving as an independent director,and the nominee shall make a public statement that there exists no relationship between himself andthe Company which may influence his independent and objective judgment in any way. Before theconvening of the shareholders’ meeting relating to the election of the independent director, the boardof directors shall announce said content according to relevant regulations. In addition to other itemsprovided in this article, the board of directors shall announce the resume and basic information ofeach candidate director and supervisor to the shareholders.
Article 25 Where the Shareholders’ Meeting intends to discuss matters related to the election ofdirectors and supervisors, the notice on Shareholders’ Meeting shall fully disclose information ofthe candidates for directors and supervisors, including but not limited to the following:
1) personal information such as education background, work experience, part-time job and so on;
2) whether or not the candidates are affiliated with Company or its controlling shareholder and theactual controller;
3) number of Company shares held by the candidates;
4) whether or not the candidates have received punishments from the CSRC orother competentauthorities or warnings from the stock exchange.Except for the election of directors and supervisors through a cumulative voting system, the proposalfor each director or supervisor candidate should be put forward separately.Article 26 Convener shall notify each shareholder by announcement 20 days (or 15 days, in case ofInterim Shareholders’ Meeting ; in both cases, excluding the day when the meeting is held) beforeAnnual Shareholders’ Meeting is held.Article 27 If a Shareholders’ Meeting is to be convened, Company shall publish announcements ona newspaper designated by CSRC and the website designated by SZSE, i.e., www. cninfo.com.cn.Once the announcements are made, it shall be deemed that all shareholders have received the noticeconcerning the Shareholders’ Meeting.Article 28 The notice concerning the Shareholders’ Meeting shall include the following contents:
1) the time, place and period of the General Meeting;
2) The matters and proposals to be examined and deliberated in the General Meeting;
3) explanation with clear wording to the same effect: all shareholders shall have the right to attendthe Shareholders’ Meeting or entrust a proxy (who may not be a shareholder of Company) toattend the meeting and vote;
4) equity registration dates of the shareholders who are entitled to attend the Shareholders’Meeting;
5) the name and telephone number of the contact person for the General Meeting;
6) the time and procedure of voting online or by any other means.
The commencement time of voting through Internet or other means shall not be earlier than 03:00p.m. one day before the Shareholders’ Meeting is held at the venue, nor be later than 09:30 a.m. onthe day when the Shareholders’ Meeting is held at the venue, and the end time shall not be earlierthan 03:00 p.m. on the day when the Shareholders’ Meeting held at the venue ends.Article 29 After giving notice concerning the Shareholders’ Meeting , the Shareholders’ Meetingshall not be postponed or cancelled without justifiable reason, nor shall proposal listed in the noticebe cancelled. In case of any delay or cancellation, the convener shall make an announcement andspecify the reasons at least 2 working days before the originally planned day.
Chapter VII Registration of Shareholders’ MeetingArticle 30 If the Company holds a Shareholders’ Meeting, the Board of directors or the convener ofShareholders’ Meeting shall confirm the equity registration date; after the closing of equityregistration date, the registered shareholders are those who have relevant equities.The interval between the equity registration date and the date of meeting should not be more than 7working days. Once confirmed, the equity registration date shall not be changed.Article 31 All registered shareholders as at the equity registration date are entitled to attend theShareholders’ Meeting , and have various rights granted by laws, administrative regulations andArticles of Association, such as right to learn the truth, right of speech, right to address questionsand voting right.Shareholders can be present at the Shareholders’ Meeting or entrust a proxy (who may not be ashareholder) to attend the meeting and vote.Article 32 Where the individual shareholders personally attend the Shareholders’ Meeting, theyshall present their identification cards or other valid certificates which verify their identities, andtheir stock account cards; where the individual shareholders entrust their proxies to attend themeeting on their behalf, said proxies shall present their valid identity certificates and the power ofattorney from the shareholder.In the case of corporate shareholders, their legal representatives or proxies entrusted by such legalrepresentatives shall attend the meeting. The legal representatives, if attending the meeting, shallpresent their identification cards and valid certificates which verify their qualifications as legalrepresentative; where proxies are entrusted by such legal representatives to attend the meeting, suchproxies shall present their identification cards and the written power of attorney as issued legally bythe legal representatives of the legal person shareholders.Article 33 The power of attorney entrusting others to attend the Shareholders’ Meeting shall specifyfollowing contents:
1) the name of proxy;
2) whether each has voting rights;
3) the direction on voting on each matter to be examined and deliberated at the Shareholders’Meeting, whether in favor of or against, or abstaining from the vote ;
4) the date of issuance and the term of validity of the power of attorney;
5) the signature (or seal) of the principal. Where the principal is a corporate shareholder, the
corporate seal shall be affixed.Article 34 The power of attorney shall state that whether or not the proxy can vote at his/her own
discretion if shareholder has not given any direction.Article 35 Where the power of attorney granted for voting by proxy is signed by a person entrustedby the principal, the authorization letter signed by authorization or other authorization documentsshall be notarized. The notarized authorization letter or other authorization documents, as well asthe power of attorney granted for voting by proxy shall be kept at the domicile of the company orat any other place prescribed in the Notice for convening the shareholders’ meeting.Where the principal is legal person, its legal representative or the Board of directors or other personsauthorized by the resolution of any decision-making organ’s shall attend the Shareholders’ Meetingof Company as a representative.Article 36 The register of attendees shall be prepared by Company, and shall expressly record suchmatters as names of the attendees (or of the unit thereof), identity card numbers and domicileaddresses of the attendees, the number of voting shares held or represented by the attendee and thenames of the principal (or of the unit thereof).Article 37 Convener and lawyers engaged by Company will jointly validate the legitimacy of thequalifications of each shareholder according to the register of members provided by securitiesregistration & settlement agency, and register the full name of each shareholder and number ofvoting shares held by them. Prior to the announcement by the host of the total number of the votingshares held by the attending shareholders and proxies, the registration shall be ceased..Article 38 The attending qualification of the attendee of Shareholders’ Meeting shall be deemedinvalid under any of following circumstances:
1) the identity card of principal or attendee has not complied with the identity card management
regulations, such as counterfeit, expiry or alteration of identity card, or incorrect identity cardnumber;
2) the identity card submitted by the principal or attendee is illegible;
3) the signatures on the powers of attorney are obviously different where more than one personhave been authorized by the same shareholder to attend the meeting;
4) the power of attorney has not been not signed or sealed by the principal;
5) the certificates submitted by the principal or persons attending meeting on his/her behalf have
not complied with the laws, administrative regulations, other normative documents and Articlesof Association.Article 39 Where the proxy’s qualification of attending meeting has been confirmed to be invaliddue to unclear authorization from the principal or on the basis that the proofs submitted by its proxycertifying the legal identity and authorization have not complied with the laws, administrativeregulations, other normative documents and Articles of Association, the principal or its proxy shallbear corresponding responsibilities and consequences.
Chapter VIII Meeting DisciplineArticle 40 The Board of directors and other conveners shall adopt necessary measures to guaranteethe normal order of Shareholders’ Meeting and timely adopt measures to stop any behaviors ofintervening the Shareholders’ Meeting, including those picking quarrels and stirring up trouble, orthose infringing upon the legal benefits of the shareholders, and shall report to the competentauthorities for investigation.Article 41 Except for the directors, supervisors, Senior managers, and the shareholders or theirproxies, engaged lawyers, notaries or guests and reporters invited by convener who have completedthe registration formalities for attending the meeting, Company shall have the right to refuse anyother persons to enter the venue of the meeting.The aforesaid persons shall enter the venue before commencement of the meeting, and may notleave without the consent of the host.Article 42 The host of the meeting may require the following persons to leave:
1) persons who are unqualified to attend the meeting;
2) persons who disturb the order of venue;
3) persons who carry dangerous articles;
4) others who should leave.
If any of the aforesaid persons do not comply with the order of leaving, the host may dispatchrelevant personnel to have them leave the meeting with force.
Chapter IX Holding Shareholders’ Meeting
Section I General ProvisionsArticle 43 When holding Shareholders’ Meeting, Company shall adhere to the principle of simplicity,without giving any extra economic benefits to the shareholders or their proxies who attend themeeting.Article 44 When Company holds a Shareholders’ Meeting, all the directors, supervisors andSecretary to the Board of Directors shall attend the meeting, and Senior managers shall attend themeeting as a non-voting delegateArticle 45 Host shall declare the commencement of meeting according to scheduled time, but thecommencement of the meeting can be declared after the scheduled time under any of followingcircumstances:
1) the facilities in the venue are incomplete;
2) the directors, supervisors, Senior managers, witnessing lawyers are not present, affecting the
normal or legitimate commencement the meeting;
3) Other important reasons which affect the normal commencement of the meeting.
Section II HostArticle 46 The Board Chairman shall preside over the Shareholders’ Meeting. When the BoardChairman is unable or fails to perform his or her duties, a director elected jointly by more than halfof all directors shall preside over the meeting.Where the Shareholders’ Meeting is independently convened by the Board of supervisors, thechairman of the board of supervisors shall preside over the meeting. Where the chairman of Boardof supervisors is unable or fails to perform his or her duties, a supervisor elected jointly by morethan half of all Supervisors shall preside over the meeting.Shareholders’ meetings independently convened by the shareholders shall be presided over by arepresentative elected by the convener..If any ongoing Shareholders’ Meeting cannot continue due to the host’s breach of rules of procedure,the Shareholders’ Meeting can elect one person to act as the host to resume the meeting, subject tothe consent of the shareholders who are present and who represent more than half of voting rights.
Section III Consideration of ProposalsArticle 47 The host will preside over the consideration of proposals and topics in accordance withthe order in the agenda. With respect to the contents listed in the agenda, the host may, dependingon the actual circumstances, adopt the method of reporting first, collective consideration andcollective voting, or adopt the method of consideration and voting item by item for complicatedtopics. The Shareholders’ Meeting shall allow reasonable discussion time for each topic. The hostshall orally ask if all shareholders have finished their consideration; if no shareholder raises anyobjection, the examination and deliberation process shall be deemed to be completed.Article 48 When examining and deliberating on the proposals, the shareholders or proxies shallprecisely indicate their opinions, and may ask the speakers to further clarify on the issues whichwould affect their judgment and voting .Shareholders may raise questions and suggestions on the contents of the proposals, and the hostshall arrange directors, supervisors and Senior managers to explain the questions from theshareholders. However, the host can refuse the questions from the shareholders under any of thefollowing circumstances,, but reasons should be given:
1) the questions are irrelevant to the proposal;
2) the issues in question are to be investigated;
3) involving business secrets of Company and should not be publicized at the Shareholders’Meeting ;
4) other reasons deemed to be important.
Section IV VotingArticle 49 Before voting, the host shall declare the number of shareholders and proxies attendingthe meeting at the venue and the total number of voting shares held by them; the number ofshareholders and proxies and the total number of voting shares are subject to the registration of themeeting.Article 50 The Shareholders’ Meeting shall not vote and adopt resolution for the proposals whichare not listed in the notice or supplemental notice of Shareholders’ Meeting or which do not complywith Article 22 hereof.Article 51 Voting at the Shareholders’ Meeting shall be by means of an open ballot.
Article 52 The same voting right can only opt for one kind of voting method, namely, to vote on-site, on the Internet or otherwise. If repeated voting are exercised in relation to the same voting right,only the first voting result would be recognized.Article 53 A shareholder (including his/her proxy) exercises his or her voting right with the numberof voting shares represented by him/her, and each share has one voting right.The shares held by Company have no voting rights and will not be accounted for in the total numberof voting shares represented by the attendees of Shareholders’ Meeting.Article 54 When Shareholders’ Meeting is voting on the proposal regarding share allotment, theinitiating shareholders of Company and the directors, supervisors and Senior managers entitled tothe allotment right shall indicate their intentions of subscription.Article 55 When exercising voting rights, the controlling shareholders of Company shall not makeany decisions which may damage legitimate interests of Company and other shareholders.Article 56 When the Shareholders’ Meeting is examining and deliberating on matters related toconnected transactions, the connected shareholders may explain to the Shareholders’ Meeting aboutthe fairness, legality and reasons for the connected transactions, but shall abstain from voting forthe connected transactions, and the number of voting shares represented by them will not beaccounted for in the total number of effective votes. The announcement of resolutions ofShareholders’ Meeting shall fully disclose the votes results of unconnected shareholders. Whenexamining and deliberating on the major issues affecting the interests of small and medium-sizedinvestors, the Shareholders’ Meeting shall separately account for the votes of small and medium-sized investors, and timely disclose the results which are separately accounted for.
The connected shareholders shall apply for avoidance, and other shareholders may also apply foravoidance. The Board of directors shall make judgment on whether the issues to be submitted toShareholders’ Meeting for consideration constitute connected transaction or not, in accordance withthe provisions of the laws, administrative regulations and listing rules of SZSE; if any issueconstitutes connected transaction, the Board of directors shall notify connected shareholders inwriting.The Board of directors shall disclose in the notice of Shareholders’ Meeting the connected partiesof the proposals to be examined and determined.The connected shareholders who should avoid, as stipulated by this provision, include:
1) the transaction counterpart;
2) those persons who directly or indirectly controlling the counterpart;
3) those persons who directly or indirectly controlled by the counterpart directly or indirectly;
4) those persons who directly or indirectly under common control of the same legal person(orother organizations) or natural person with the counterpart;
5) those persons who are employed by the counterpart, the legal entity (or other organizations)directly or indirectly controlling such counterpart or the legal entity (or other organizations)directly or indirectly controlled by such counterpart;
6) close family members of the counterparty and its direct and indirect controllers;
7) those whose voting right are affected or limited due to any outstanding equity transfer
agreement or other agreement with the counterpart or its affiliate ;
8) those shareholders who may be biased due to their own interests, as deemed by CSRC andSZSE.Article 57 The Board of directors, independent directors and shareholders who meet certainconditions (hereinafter “Solicitors”) may solicit shareholders’ voting rights. When soliciting votingrights from shareholders, solicitors shall abide by the following provisions:
1) The solicitation scheme shall be prepared, specifying solicitation objects, time, method and
procedure as well as the power of attorney;
2) The solicitation is free of charge, without selling shareholders’ rights in any way;
3) The board of directors of Company may solicit voting rights, subject to the consent of the boardand announcement of relevant resolution of the board. Independent directors can solicit votingrights separately or jointly.
4) The solicitors shall solicit voting rights for all issues to be voted in a Shareholders’ Meeting,and shareholders shall entrust the voting rights of different issues to be voted to the same person.
5) The solicitors shall prepare reports and trust deeds on vote solicitation in accordance with the
relevant laws, administrative regulations and normative documents, and publish them on themedia designated by Company 15 days before Shareholders’ Meeting is held.
6) The solicitors shall engage lawyers to express legal opinions on issues such as qualifications ofsolicitors, solicitation scheme and formal validity of power of attorney of vote solicitation, andpublish the opinions on the designated media together with reports and trust deeds on votesolicitation.
7) The documents related to vote solicitation activities, such as reports and trust deeds on votesolicitation, shall be submitted to securities regulatory authority 10 days before they are sent toshareholders. Where the regulatory authority raises objection within 5 working days, documentsshould be sent to shareholders after revision; if no objection is raised within 5 working days,documents can be directly sent to shareholders.Article 58 The company shall, on the premise of ensuring the legitimacy and validity of theShareholders’ Meeting, provide online voting, so as to facilitate shareholders attending theShareholders’ Meeting.Article 59 Company shall improve Shareholders’ Meeting voting system. The Shareholders’Meeting set up by the members of the Shareholders’ Meeting and the meeting shall be held on-site.The Company will also provide online voting to facilitate the shareholders in attending the meeting.Shareholders who participate in Shareholders’ Meeting through the aforesaid means will be deemedto have been present.Article 60 Except under special circumstances, for example, where Company is in crisis, withoutapproval from Shareholders’ Meeting in form of special resolution, Company will not concludecontracts with any person other than directors, President and CEO and other Senior managers,stipulating that all or important business of Company will be managed by any such persons.Article 61 When voting for the election of directors and supervisors, the Shareholders’ Meeting shallvote for each candidate of directors and supervisors one by one. Cumulative voting system can beimplemented according to Articles of Association or resolutions of Shareholders’ Meeting.The cumulative voting system mentioned in preceding paragraph refers to the voting system thatwhen Shareholders’ Meeting is electing directors (including independent directors) or supervisors,each share held by shareholders has the same voting right with the number of directors or supervisorsto be elected; the voting rights owned by a shareholder can be used collectively or be freely allocatedto all or partial candidates of directors and supervisors whom such shareholder can elect, andcandidates with higher number of votes obtained will be elected.I) Company’s voting method applicable to cumulative voting system with respect to election ofdirector is as follows:
1. The election of independent directors and common directors shall be separated as follows:
When electing independent directors, the number of voting right to which each shareholder isentitled equals to number of shares held by such shareholder multiplied by the number ofindependent directors who can be elected by such shareholder, and those votes can only be castedtoward candidates of independent directors;When electing common directors, the number of voting right to which each shareholder is entitledequals to number of shares held by such shareholder multiplied by the number of common directorswho can be elected by such shareholder, and those votes can only be casted toward candidates ofcommon directors.
2. When filling out the ballot, a shareholder can cast all his/her voting rights to one candidate ofdirector or to more than one candidate, and mark the number of voting rights used next to eachdirector elected by such shareholder. If a shareholder specifically disapproves any one or morecandidates and elects to vote for others, the shareholder shall fill out the name of the elected personand mark the number of voting rights used next to the name.
3. If the total number of voting rights used by a shareholder exceeds the number of voting rightslegitimately owned by him/her, the ballots held by such shareholder shall be invalid.
4. If the total number of voting rights used by a shareholder in the ballot does not exceed the numberof voting rights legitimately owned by him/her, the ballot shall be valid.
5. After the voting, the ballots shall be counted and the votes obtained by each candidate shall beannounced. The directors elected shall be determined based upon the number of votes obtained bythe candidates.
6. The principle of election of directors: the final directors elected shall be determined based uponthe number of votes obtained by the candidate, but the minimum number of votes obtained by eachdirector elected shall be more than half of the voting power of the shareholders(including proxiesthereof) attending the Shareholders’ Meeting .
7. If the number of director candidates is higher than the number of directors candidates to be elected,the directors elected shall be determined according to the number of votes obtained by eachcandidate (ranking from high to low), but the minimum votes obtained by each elected directorsmust comply with the requirements offset forth in Item 6 above.
8. If the number of director candidates obtaining the same votes at one time exceeds the number ofdirectors of the kind that is to be elected, another voting shall be conducted for the aforesaidcandidates according to the procedure set forth in this Article, until the director or diectors to beelected can be determined.
9. If one cumulative voting fails to elect the requisite number of a particular type of directorsstipulated by Articles of Association, another voting shall be conducted for candidates who fail toobtain more than half of the voting shares held by shareholders (including their proxies) attending
the Shareholders’ Meeting according to the procedure stipulated by this Article; if the number of thedirectors elected still fails to meet the requirements, a further voting will be conducted on the nextShareholders’ Meeting of Company.
10. Before the shareholders voted upon the election of directors, the board of directors shall beresponsible in construing the specific method of cumulative vote set forth in Articles of Associationso as to ensure that the shareholders exercise their voting rights correctly.II) The election of supervisors in the Shareholders’ Meeting of the company shall be conducted inaccordance with the cumulative voting system applicable to the election of directors set forth hereof.Article 62 In addition to cumulative voting system, Shareholders’ Meeting will vote on all of theproposals one by one; if different proposals are raised for the same issue, the voting will beconducted according to the order that each of the proposal was submitted. Unless the Shareholders’Meeting is suspended or is unable to make a resolution due to special reasons such as force majeure,the Shareholders’ Meeting shall not set aside the proposal or refuse voting.Article 63 When examining and determining the proposals, the Shareholders’ Meeting shall notamend the proposal; otherwise, the relevant amendment shall be deemed as a new proposal whichcannot be voted at such meeting.Article 64 Shareholders attending the Shareholders’ Meeting shall express one of following opinionsfor the proposals submitted for voting: consent, opposition or abstention.Illegible ballots or ballots not filled or wrongly filled or not casted will be deemed that voter haswaived his/her voting rights, and the voting result of the shares held by he/she shall be counted as“abstention”.Article 65 Before voting the proposal, the Shareholders’ Meeting shall elect two representativesshareholders to participate in counting and supervising the votes. If any shareholder has any relationwith any matters to be examined and deliberated upon, such shareholder and his/her proxy shall notparticipate in counting and supervising the votes.When the Shareholders’ Meeting votes on the proposals, the lawyers and representatives ofshareholders and supervisors will jointly be responsible for counting and supervising the votes, andfor announcing the voting results at the meeting; the voting result will be recorded in minutes.Article 66 The host shall announce the votes and voting result of each proposal, and announcewhether or not the proposal has been passed based on voting result.Where the host has any doubt on the voting results, he y organize to have the number of votescounted; where the host does not do so and the attending shareholders or their proxies thereofchallenge the voting results announced by the host, they are entitled to require the counting of votesimmediately upon the announcement of the voting results and the host shall organize the votecalculation without delay.
Article 67 Where the Shareholders’ Meeting has also allowed for online voting or other votingmethod, the end time of the Shareholders’ Meeting held on-site shall not be earlier than the end timeof online voting or other voting method.The shareholder or his/her proxy of Company voting through online voting or other voting methodis entitled to view his/her voting result through corresponding voting system.After online voting is completed, Company can apply to China Securities Depository and ClearingCorporation Limited Shenzhen Branch for voting result in writing.Prior to the announcement of voting results, Company, persons in charge of counting andsupervising ballots, major shareholders, Internet service provider and all parties involved inShareholders’ Meeting held on-site, online voting and other voting methods shall bear aconfidentiality obligation regarding the voting results.
Section V ResolutionsArticle 68 After proposals are voted at Shareholders’ Meeting, resolutions shall be formed based onvoting result.Article 69 There shall be two types of resolutions of the Shareholders’ Meeting: ordinary resolutionand special resolution.Ordinary resolutions shall be made by more than 1/2 of voting rights of shareholders (includingtheir proxies) attending the Shareholders’ Meeting.Special resolutions shall be adopted by at least 2/3 of voting rights of shareholders (including theirproxies) attending the Shareholders’ Meeting.Article 70 The following matters shall require the approval of the Shareholders’ Meeting byordinary resolution:
1) the work reports of the Board of directors and the Board of supervisors; Profit distribution
scheme and loss recovery scheme prepared by the Board of directors;
2) the appointment and dismissal of members of Board of directors and the board of supervisors,
their remunerations and means of payment;
3) the annual budget and final accounting scheme of Company;
4) the annual report of Company;
5) other matters which shall be passed by special resolution in accordance with the provisions of
the laws, administrative regulations or the Articles of Association;
Article 71 The following matters shall be passed at the Shareholders’ Meeting by special resolution:
1) increase or decrease in the registered capital of Company;
2) spin-off, split, merger/consolidation, dissolution and liquidation of Company;
3) amendments to the Articles of Association;
4) Company’s purchase or sale of considerable assets within one year, or the guarantee amount
exceeds 30% of the most recently audited total assets of Company;
5) equity incentive plan;
6) other matters which are prescribed in the provisions of the laws, administrative regulations orArticles of Association, as well as the matters which are deemed, if passed by means of ordinaryresolution by the Shareholders’ Meeting, to have potential material influence on the companyand shall be passed by special resolution.Article 72 The contents of resolutions of Shareholders’ Meeting shall comply with the provisions oflaws, administrative regulations or Articles of Association, and the directors attending the meetingshall guarantee the authenticity, accuracy and completeness of the contents of resolutions, withoutany ambiguous wording.Article 73 Where the convening procedure or voting method of Shareholders’ Meeting violates anylaws, administrative regulations or Articles of Association, or the content of any resolution breachesArticles of Association, the shareholders may apply to the court for revoking the resolution within60 days after the resolution is made.Where any resolution of Shareholders’ Meeting breaches any provisions of laws, administrativeregulations or Articles of Association, and infringes upon the legal interests of shareholders, theshareholders shall be entitled to sue in order to stop the aforesaid breach or infringement.
Section VI Speeches of ShareholdersArticle 74 Shareholders or their proxies attending the Shareholders’ Meeting are entitled to givespeeches at the meeting.Article 75 Shareholders can give oral or written speeches when the Shareholders’ Meetingcommences its procedure of shareholder speech.Article 76 Shareholders who request to give speeches at Shareholders’ Meeting shall be registeredbefore signing in at the venue of meeting, and at least following items should be registered:
1) the name of the shareholder giving speech;
2) the name of the speaker;
3) the number of shares held;
4) the main contents or topic of the speech;
5) the estimated duration of the speech.
Article 77 The host shall confirm the order of speeches according to the meeting duration listed inthe notice of Shareholders’ Meeting , the number of speakers registered, the content and time of thespeech, so that shareholders would be allowed for reasonable time of expression.Article 78 When the Shareholders’ Meeting is being held, shareholders who request to give atemporary speech or to address inquiries to relevant issues should obtain consent from the host.After being approved by the host, the shareholder shall report his/her name and the number of sharesheld by him/her.
Section VII AdjournmentArticle 79 Convener shall ensure that the Shareholders’ Meeting is held continuously withinreasonable working hours, until all proposals listed in the agenda form final resolutions afterexamination, deliberation and voting. If the Shareholders’ Meeting is suspended or is unable to makea resolution due to special reasons such as force majeure, the convener shall adopt necessarymeasures to resume or terminate the Shareholders’ Meeting , make announcement in time, and reportit to CSRC Hubei Supervision Bureau and ShenZhen Stock Exchange.Article 80 At the meeting, if shareholders’ doubts on identities or counting result cannot be solved,affecting the order of meeting and making it impossible to continue the meeting, the host shalldeclare a temporary adjournment. Upon resolving the above issues, the host shall notifyshareholders to resume the meeting as soon as practicable.Article 81 At the Shareholders’ Meeting, the host may declare a temporary adjournment accordingto the progress of the meeting, schedule and other circumstances.
Section VIII Minutes of Shareholders’ Meeting and ExecutionArticle 82 The Shareholders’ Meeting shall have minutes, which is prepared by the Secretary to theBoard of Directors and shall record the following contents:
1) the time, place and agenda of meeting, and the name of convener;
2) the names of the host, directors, supervisors, President and CEO and other Senior managers
who attend the meeting (including attending as a non-voting delegate);
3) the number of shareholders and proxies attending the meeting, total number of voting shares
held by them and its proportion to total number of shares of Company;
4) the consideration procedure, main point of speech and voting result of each proposal;
5) the inquiry opinions or suggestions of shareholders and corresponding reply or explanation;
6) the names of lawyers and persons in charge of counting and supervising ballots;
7) other contents to be included in the minutes according to Articles of Association.Article 83 The convener shall ensure the contents of minutes are true, accurate and complete. Thedirectors, supervisors, secretary, convener or his/her representative and the host shall sign on theminutes. The minutes shall be kept together with signature book of present shareholders and powerof attorney issued to proxies, and effective documents related to online voting and other votingmethods, for a term of no less than 10 years.
Chapter X Information DisclosureArticle 84 The Board of directors shall timely publish the resolutions of Shareholders’ Meeting atthe newspaper and website designated by CSRC at the time stipulated by laws, administrativeregulations, other regulations and the provisions of Listing Rules for Stocks Traded on SZSE.Article 85 The publication shall specify the number of shareholders and proxies attending themeeting, total number of voting shares held by them and its proportion to total number of shares ofCompany, voting method, voting result of each proposal and contents of all adopted resolutions.Article 86 Where any proposal is not adopted, or the Shareholders’ Meeting modifies the resolutionof last meeting, it should be mentioned in the announcement of resolution of Shareholders’ Meeting.Article 87 The following circumstances in relation to Shareholders’ Meeting shall be disclosed andannounced together with resolution of Shareholders’ Meeting:
1) the avoidance of connected shareholders and votes of unconnected shareholders whenconnected transaction is voted;
2) the board’s explanation on failure to list any temporary proposal in agenda and the content ofsuch proposal;
3) where the proposal that is not adopted at the Shareholders’ Meeting ;
4) where the Shareholders’ Meeting modifies the resolution of the last meeting;
5) where the independent directors solicit voting rights from shareholders and exercise the voting
rights at the Shareholders’ Meeting ;
6) the independent opinions concerning relevant issues issued by independent directors at theShareholders’ Meeting , and the issues should be disclosed;
7) other issues to be announced as per the provisions of Articles of Association and these Rules.Article 88 The Board of directors shall publish the full or main text of Legal Opinions issued bylawyers attending the Shareholders’ Meeting, together with the resolution of the Shareholders’Meeting.
Chapter XI Implementation and Report of ResolutionsArticle 89 Where the Shareholders’ Meeting adopts the resolutions concerning the election ofdirectors and supervisors, the newly elected directors and supervisors should take office at the daywhen the relevant resolutions are adopted at the meeting.Article 90 Where the Shareholders’ Meeting adopts the proposals concerning cash dividend, bonusissue or capital reserve converted into share capital, the listed company shall implement the schemewithin 2 months after the end of Shareholders’ Meeting.
Chapter XI Supplemental RulesArticle 91 Where these Rules conflict with Company Law, Securities Law and Articles ofAssociation, the aforesaid laws, administrative regulations, regulations and Articles of Associationshall prevail.Article 92 The Company may amend these Rules under any of the following circumstances,:
1) the provisions hereof conflict with revised laws or administrative regulations, such as CompanyLaw;
2) the Shareholders’ Meeting determines amendment to these Rules.
Article 93 The amendments to these Rules will be determined by Shareholders’ Meeting, whichshall authorize the Board of directors to prepare the amendment draft; the draft will become effectiveafter being approved by Shareholders’ Meeting .Article 94 “Above” and “within” referred to in these Rules include such number; “beyond”, “lessthan”, “more than” and “exceeding” exclude the number.Article 95 The Board of directors is responsible for the interpretation of these Rules.Article 96 These Rules become effective after being approved by the Shareholders’ Meeting.
ADAMA Ltd.