Rules of Procedure for the Shareholders' Meeting of Inner Mongolia Harmony Garden Mengshan Drought Relief and Greening Co., Ltd

2017/07/01 Latest announcement

(Hereinafter referred to as the "Company") and the shareholders of the company to ensure that the shareholders of the General Assembly in accordance with the law to exercise their powers, according to the "People's Republic of China Company Law" (hereinafter referred to as the "Law of the People's Republic of China" (hereinafter referred to as the " (Hereinafter referred to as the "Articles of Association"), the Articles of Association of the People's Republic of China (hereinafter referred to as the "Articles of Association"), the Articles of Association of the People's Republic of China (hereinafter referred to as the "Articles of Association"), (Hereinafter referred to as the "Rules of Shareholders' General Meeting"), the Rules for the Listing of Stocks of the Shenzhen Stock Exchange, and other relevant laws and regulations. Article 2 The Company shall convene a general meeting in accordance with the relevant provisions of laws, administrative regulations, the rules of the shareholders' general meeting and the articles of association of the company so as to ensure that the shareholders can exercise their rights according to law. The board of directors of the company shall earnestly perform its duties and organize the shareholders' meeting on a timely and serious basis. All directors of the company shall be diligent and responsible to ensure that the shareholders' meeting is normally held and exercised by law. Article 3 The shareholders' general meeting shall exercise its functions and powers within the scope prescribed by the Company Law and the Articles of Association of the Company. Article 4 The general meeting of shareholders shall be divided into annual general meeting of shareholders and extraordinary general meeting (hereinafter referred to as "general meeting"). The annual general meeting shall be held once a year and shall be held within 6 months after the end of the previous fiscal year. The temporary shareholders' meeting shall be convened from time to time and shall be held within 2 months in any of the following circumstances. (1) the number of directors is less than two-thirds of the statutory minimum number stipulated in the Company Law or the number of shares set forth in the articles of association; (2) the unused losses of the Company are one third of the total amount of the paid-up capital; (4) Where the board of directors deems it necessary; (5) When the board of supervisors proposes to hold the meeting; (6) Other circumstances as prescribed by laws, administrative regulations or articles of association. If the company can not hold the general meeting within the aforesaid period, it shall report the Shenzhen Stock Exchange, which is the place where the CSRC dispatched by the CSRC and the company shares, and explain the reasons and announce the announcement. Article 5 Where a company convenes a general meeting of shareholders, it shall appoint a lawyer to issue legal opinions on the following issues: (1) whether the convening and convening procedures of the meeting conform to the provisions of laws, administrative regulations, general rules of shareholders and the articles of association of the company; (3) whether the voting procedure is valid and valid; (4) the legal opinions issued by the Company on other relevant issues. Chapter II Convening of the Shareholders 'General Meeting The Board of Directors shall convene the shareholders' meeting on time and within the time limit prescribed in these Rules. Article 7 An independent director shall have the right to propose to the board of directors an extraordinary general meeting, but shall obtain more than one-half of all the independent directors' consent. The Board of Directors shall, in accordance with the provisions of the laws, administrative regulations and the Articles of Association, submit written feedback within 10 days after the date of receipt of the proposal or agree to convene the Extraordinary Shareholders' General Meeting. If the board of directors agrees to convene an extraordinary general meeting, the notice of convening the shareholders 'meeting shall be issued within 5 days after the resolution of the board of directors. If the board of directors does not agree to convene the provisional shareholders' meeting, the reasons shall be stated and announced. Article 8 The Supervisory Committee shall have the right to propose to the Board the convening of the Extraordinary General Meeting and shall submit it to the Board in writing. The Board of Directors shall, in accordance with the provisions of the laws, administrative regulations and the Articles of Association, submit written feedback within 10 days of receipt of the proposal or agree to convene an extraordinary general meeting. If the board of directors agrees to convene an extraordinary general meeting, the notice of the shareholders' meeting shall be issued within 5 days after the resolution of the board of directors. The notice of the original proposal shall be subject to the consent of the board of supervisors. If the board of directors does not agree to convene an extraordinary general meeting or fails to make feedback within 10 days after receiving the proposal, the board of supervisors may convene and preside over the board of directors if the board of directors can not perform or fail to perform the duties of convening the shareholders' meeting. Article 9 Shareholders who hold more than 10% of the shares of a company individually or jointly have the right to request the board of directors to convene an extraordinary general meeting and shall submit to the board of directors in writing. The Board of Directors shall, in accordance with the provisions of the laws, administrative regulations and the Articles of Association, submit written feedback within 10 days after receipt of the request or agree to convene an extraordinary general meeting. If the board of directors agrees to convene an extraordinary general meeting, it shall issue a notice of convening the shareholders' meeting within 5 days after the resolution of the board of directors. The notice shall be subject to the consent of the relevant shareholder. If the board of directors does not agree to convene an extraordinary general meeting or fails to make feedback within 10 days after the date of receipt of the request, the shareholders who hold more than 10% of the shares of the company alone or collectively have the right to propose to the board of supervisors the convening of the provisional shareholders' meeting and shall, in writing, Make a request. If the board of supervisors agrees to convene an extraordinary general meeting, the notice of the shareholders' meeting shall be issued within 5 days after receiving the request. The notice of the original proposal shall be subject to the consent of the relevant shareholder. If the board of supervisors fails to give notice of the shareholders 'meeting within the prescribed time limit, the board of supervisors shall not convene and preside over the shareholders' meeting. The shareholders who hold more than 10% of the shares held by the company for more than 90 consecutive days may be convened and presided over. Article 10 If the board of supervisors or shareholders decides to convene the shareholders' meeting on their own, they shall notify the board of directors in writing and submit the record to the dispatched office of the CSRC and the Shenzhen Stock Exchange. 4 Before the announcement of the resolutions of the shareholders' meeting, the proportion of shareholders held shall not be less than 10%. The Supervisory Committee and the convening shareholders shall submit the relevant supporting documents to the CSRC dispatched office and the Shenzhen Stock Exchange at the time of the notice of the shareholders 'meeting and the announcement of the resolutions of the shareholders' general meeting. Article 11 The board of directors and the secretary of the board of directors shall cooperate with the shareholders' general meeting, the board of directors and the board of directors convened by the board of supervisors or shareholders, and the board of directors shall provide the register of shareholders on the date of equity registration. If the board of directors does not provide the register of shareholders, the convenor may apply to the securities registration and settlement institution for the relevant announcement of the notice convened by the shareholders' meeting. The roster of shareholders acquired by the convenor shall not be used for purposes other than the convening of the general meeting of shareholders. Article 12 The shareholders' meeting convened by the board of supervisors or the shareholders themselves shall be borne by the listed company. Chapter III Proposals and Notices of the Shareholders 'General Meeting The contents of the proposal shall belong to the terms of reference of the shareholders' meeting, have clear items and specific resolutions, and conform to the relevant provisions of laws, administrative regulations and articles of association. Article 14 The shareholders of the Company convened the shareholders' general meeting, the board of directors, the board of supervisors and the shareholders who hold more than 3% of the shares of the company alone or have the right to make proposals to the company. Shareholders who hold more than 3% of the shares of the Company individually or jointly may submit their provisional proposals and submit them in writing to the convenor in 10 days before the shareholders' meeting. The Convenor shall, within 2 days of receipt of the proposal, issue a notice of the shareholders' meeting. In addition to the circumstances specified in the preceding paragraph, the convenor shall not modify the proposals already set forth in the notice of the shareholders 'meeting or add new proposals after issuing the notice of the shareholders' meeting. The shareholders 'general meeting shall not vote or make a resolution in the notice of the shareholders' general meeting not specified or not in accordance with the provisions of Rule 0. Article 15 The convenor shall notify the shareholders by way of announcement 20 days prior to the annual general meeting. The extraordinary general meeting shall notify the shareholders by way of announcement 15 days before the meeting. Article 16 The notice and supplementary notice of the shareholders' meeting shall fully and completely disclose the specific contents of all the proposals and all the information or explanations necessary for the shareholders to make reasonable judgments on the matters to be discussed. If the matter to be discussed is required by the independent directors, the opinions and reasons of the independent directors shall be disclosed at the same time when the notice of shareholders' meeting or supplementary notice is issued. Article 17 The shareholders' general meeting shall discuss the matters of election of the directors and supervisors, and shall include at least the following contents: (1) educational background, work experience, part-time and other personal circumstances; (2) whether or not there is a relationship with the listed company or its controlling shareholder and the actual controller; (3) disclosing the number of shares held by the listed company; (4) whether it has been punished by the CSRC and other relevant departments and the securities exchange. In addition to taking the cumulative voting system to elect directors and supervisors, each director and supervisor candidate shall submit a proposal on a single proposal. Article 18 The notice of the shareholders' meeting shall set out the time and place of the meeting and determine the date of registration of the shares. The interval between the date of registration and the date of the meeting shall be no more than 7 working days. Once the registration date is confirmed, it shall not be changed. Article 19 After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without due cause, and the proposal set out in the notice of the shareholders' meeting shall not be canceled. In the event of an extension or cancellation, the convenor shall announce at least 2 working days before the date of the original date and explain the reasons. Chapter IV Convening of the Shareholders 'General Meeting Article 20 The Company shall convene the Shareholders' General Meeting at the place where the Company is located or at the place prescribed by the Articles of Association. The shareholders' meeting should be set up to meet in the form of on-site meetings. The Company may use a secure, economical and convenient network or other means to facilitate the participation of shareholders in the shareholders' general meeting. Shareholders through the above way to participate in the general meeting of shareholders, as attend. 6 shareholders may attend the shareholders' general meeting and exercise their voting rights in person, or entrust others to exercise their voting rights on their behalf and within the scope of their authorization. Article 21 Where a general meeting of shareholders of the company adopts a network or other means, it shall clearly indicate the time of voting or voting on the network or other means in the notice of the shareholders' meeting. The start time of the shareholders' meeting network or other means of voting shall not be earlier than 3:00 pm on the day before the meeting of the shareholders of the meeting, and shall not be later than 9:30 am at the meeting of the shareholders' general meeting. The ending time shall not be earlier than the end of the on-site shareholders' meeting 3:00 pm the same day. Article 22 The board of directors and other convenors shall take the necessary measures to ensure the normal order of the shareholders' meeting. For interference with the shareholders of the General Assembly, provoke trouble and violations of the legitimate rights and interests of shareholders, should take measures to stop and promptly report to the relevant departments to investigate and deal with. Article 23 All shareholders or their agents registered in the register of shares shall have the right to attend the shareholders' meeting and the company and the convenor shall not refuse for any reason. Article 24 A shareholder shall hold a stock account card, identity card or other valid document or certificate that can show his or her identity to attend the general meeting of shareholders. The agent shall also submit a proxy power of attorney and an individual valid identity document. Article 25 The convenor and the lawyer shall, in accordance with the register of shareholders provided by the securities registration and settlement institution, verify the legitimacy of the shareholders' qualification and register the name and name of the shareholder and the number of shares held by the shareholder. The registration of the meeting shall be terminated before the meeting moderator announces the number of shareholders and proxies attending the meeting and the total number of shares held by voting. Article 26 The Company shall convene a general meeting of shareholders, and all the directors, supervisors and the secretary of the board of directors shall attend the meeting. The manager and other senior management personnel shall attend the meeting. Article 27 The general meeting of shareholders shall be presided over by the chairman of the board of directors. If the chairman of the board of directors fails to perform his duties or fails to perform his duties, he shall be presided over by a director elected by more than half of the directors when he is unable to perform his duties. The shareholders' meeting convened by the board of supervisors shall be presided over by the chairman of the board of supervisors. If the chairman of the board of supervisors fails to perform his duties or fails to perform his duties, he shall be presided over by a supervisor elected by more than half of the supervisors. Shareholders held by the shareholders of the General Assembly, by the convenor of the delegate presided over. At the time of convening the shareholders 'meeting, the chairman of the meeting violated these rules so that the shareholders' general meeting can not continue. The shareholders of the meeting may accept the meeting as the chairman of the meeting and continue the meeting. Article 28 At the annual general meeting, the board of directors and the board of supervisors shall report to the shareholders' general meeting on their work for the past year, and each independent director shall also make a report on the work. Article 29 Directors, supervisors and senior executives shall explain and explain the shareholders' questions at the general meeting. Article 30 The chairman of the meeting shall declare the number of shareholders and proxies present at the meeting and the total number of shares held by the meeting before the voting, the number of shareholders and agents present at the meeting and the total number of shares held by the meeting. Prevail. Article 31 When a shareholder is connected with the matters to be considered by the shareholders 'meeting, the voting shall be avoided and the shares held by the voting party shall not be counted as the total number of shares with voting right at the shareholders' general meeting. The company holds its own shares without voting rights, and the part of the shares are not included in the shareholders vote at the general meeting of the total number of shares. Article 32 The shareholders 'general meeting may, when voting on the election of directors and supervisors, the accumulative voting system may be implemented in accordance with the provisions of the articles of association or the resolutions of the shareholders' general meeting. The voting system referred to in the preceding paragraph means that when the shareholders' general meeting elects the directors or supervisors, each share has the same voting rights as the number of directors or supervisors, and the voting rights owned by the shareholders can be used collectively. Article 33 In addition to the cumulative voting system, the general meeting of shareholders shall vote on all proposals. In the case of a different proposal for matters relating to 8, a vote shall be taken in the chronological order of the proposal. In addition to special reasons such as force majeure caused by the shareholders of the General Assembly to suspend or can not make a resolution, the shareholders of the General Assembly shall not put aside the proposal or not vote. Article 34 The shareholders' meeting shall not revise the proposal when considering the proposal, otherwise the change shall be regarded as a new proposal and shall not be voted on at the general meeting. Article 35 The same voting right may only choose one of the on-site, the network or other voting methods. The same vote has been duly voted on by the result of the first vote. Article 36 A shareholder attending a general meeting shall make one of the following opinions on the proposal submitted for voting: consent, objection or waiver. A vote or an uncollected vote shall be deemed to have been voted on by the voter and the voting result of the number of shares held shall be counted as "waiver". Article 37 Before the shareholders 'general meeting is to vote on the proposal, two shareholders' representatives shall be elected to participate in the counting and checking. Where the matters to be considered are related to the shareholders, the relevant shareholders and agents shall not participate in the counting and checking. Shareholders of the General Assembly vote on the proposal, should be lawyers, representatives of shareholders and supervisors on behalf of the joint vote, prison. Shareholders or their agents who vote on the Internet or otherwise have the right to check their voting results through the appropriate voting system. Article 38 The end of the meeting of the shareholders' meeting shall not be earlier than the network or other means. The presiding officer shall announce the voting status and the results of each proposal at the meeting site and announce whether the proposal has passed the voting result. 9 Before the official announcement of the voting results, the relevant parties involved in the on-site, network and other voting methods of the Shareholders' General Meeting, such as listed companies, tellers, scrutineers, major shareholders and network service parties, have a duty of confidentiality The Article 39 The resolution of the shareholders' meeting shall