The general meeting is the organ of authority of the Company, and is responsible for deciding on the Company's operational policies and investment plans, electing, removing and replacing directors and supervisors who represent the shareholders and deciding on matters relating to their remunerations, deciding on the appointment, dismissal and non-reappointment of the accounting firm of the Company, examining and approving the reports of Board of Directors' and supervisor committee, examining and approving the Company's proposed preliminary and final annual financial budgets, profit distribution plans and loss recovery plans, deciding on matters such as the increase or reduction of the registered capital, repurchase of share capital, issue of debentures, merger, division, dissolution, liquidation and change of form of business of the Company, amending the Articles of Association of the Company, and deciding on other matters which, according to law, administrative regulation or the Articles of Association, need to be approved by shareholders in general meetings. The shareholders in a general meeting may authorize the Board of Directors to carry out matters on their behalf, or may sub-delegate the carrying out of such matters to the Board of Directors. The Articles of Association of the Company has clearly defined the scope of duties on the general meetings.
Pursuant to the Company’s Articles of Association, the general meetings are classified as annual general meeting (the “AGM”) and extraordinary general meeting (the “EGM”). The AGM is convened once a year and within six months after the end of a financial year. A resolution will be proposed for consideration in respect of each independent matter. The details of the voting procedures will be set out in the notices of the general meetings in accordance with the provisions of the Articles of Association and the Listing Rules. In accordance with the relevant provisions of the Listing Rules and the PRC Company Law, notices and circulars of general meetings are given to shareholders promptly, providing shareholders sufficient notice and time to consider the matters to be considered at the meeting, with details of the voting procedures set out in the notices of the general meetings. The Chairman of the Company should attend and chair the general meetings, and all the directors of the Company (in particular, the chairman of the committees of the Board) shall be invited to attend the general meetings to address any questions that may be raised by the shareholders at the general meetings. In addition, the Company has formulated the Rules of Procedure for the General Meeting which sets out the appropriate arrangements for convening, shareholders’ proposing, attending and voting at the general meetings. In accordance with the Listing Rules, all the resolutions were voted by poll in the general meetings held in 2022.
For the 2022 EGM, a physical meeting was held in Beijing on 25 February 2022, at which the resolutions, including the appointment of director and supervisor, adoption of the Rules of Procedure for the General Meeting and the Rules of Procedure for the Board and amendments to the Articles of Association were considered and approved. Shareholders and authorized proxies representing 84.54% of the total voting shares of the Company were present at the EGM, and the percentage of votes cast in favor of each resolution was over 80%.
For the 2021 AGM, a physical meeting was held in Beijing on 17 June 2022, at which the resolutions, including the 2021 financial statements, profit distribution and dividend declaration proposal, reappointment of auditors, report of the directors, report of the supervisory committee, re-election of the Board and the Supervisory Committee as well as the amendments to the Rules of Procedure for the Supervisory Committee, were considered and approved. Shareholders and authorized proxies representing 84.89% of the total voting shares of the Company were present at the AGM, and the percentage of votes cast in favour of each resolution was over 80%.
The above resolutions at the general meetings were approved and passed by shareholders, and details of the relevant poll results were published on the websites of the Company and “HKExnews” of the Stock Exchange.