Hangzhou Century Co.Ltd(300078)
Rules of procedure of the general meeting of shareholders
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to standardize the operation of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as “the company”), improve the efficiency of the proceedings of the general meeting of shareholders, protect the legitimate rights and interests of shareholders and ensure the legitimacy of the procedures and resolutions of the general meeting of shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China and the standards for the governance of listed companies (revised in 2018) These rules are formulated in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, rules for the general meeting of shareholders of listed companies and the articles of association.
Article 2 the company shall convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, these rules and the articles of association to ensure that shareholders can exercise their rights according to law.
The board of directors of the company shall earnestly perform its duties and seriously and timely organize the general meeting of shareholders. All directors of the company shall be diligent and responsible to ensure the normal convening of the general meeting of shareholders and exercise their functions and powers according to law.
The general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association.
Chapter II Types and convening of the general meeting of shareholders
Article 3 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting.
Article 4 the annual general meeting of shareholders shall be held once a year and shall be held within six months after the end of the previous fiscal year.
The company shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence of the following facts:
(I) the number of directors is less than 2 / 3 of the number specified in the company law or the articles of Association;
(II) when the company’s outstanding losses reach 1 / 3 of the total paid in share capital;
(III) written request from shareholders who individually or jointly hold more than 10% of the total voting shares of the company (hereinafter referred to as “proposing shareholders”) (the number of shares held shall be calculated according to the date of written request by shareholders);
(IV) when the board of directors deems it necessary;
(V) when more than half of the independent directors propose in writing;
(VI) when the board of supervisors proposes to hold a meeting;
(VII) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 5 if the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to Zhejiang securities regulatory bureau and Shenzhen Stock Exchange, explain the reasons and make an announcement.
Article 6 where the shareholders or the board of supervisors or more than half of the independent directors who individually or jointly hold more than 10% of the shares of the company propose that the board of directors convene an extraordinary general meeting of shareholders, it shall be handled in accordance with the following procedures:
(I) independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. For the proposal of independent directors to convene an extraordinary general meeting of shareholders, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene an extraordinary general meeting of shareholders within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it will issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made; If the board of directors does not agree to convene an extraordinary general meeting of shareholders, it will explain the reasons and make a public announcement.
(II) the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. In accordance with laws, administrative regulations and the articles of association, the board of directors shall, within 10 days after receiving the proposal, give written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it will issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. The change of the original proposal in the notice shall be approved by the board of supervisors.
If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give written feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors is unable to perform or fails to perform its duty to convene the extraordinary general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
(III) shareholders who individually or jointly hold more than 10% of the company’s shares have the right to request the board of directors to convene an extraordinary general meeting of shareholders, and shall submit it to the board of directors in writing. In accordance with laws, administrative regulations and the articles of association, the board of directors shall, within 10 days after receiving the request, give written feedback on whether it agrees or disagrees to convene the extraordinary general meeting of shareholders.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. The change of the original request in the notice shall be approved by the relevant shareholders.
If the board of directors does not agree to convene the extraordinary general meeting of shareholders, or fails to give written feedback within 10 days after receiving the request, the shareholders who individually or jointly hold more than 10% of the shares of the company have the right to propose to the board of supervisors to convene the extraordinary general meeting of shareholders, and shall submit 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 notice of convening the general meeting of shareholders within 5 days after receiving the request. The change of the original request in the notice shall be approved by the relevant shareholders.
If the board of supervisors fails to issue the notice of the general meeting of shareholders within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders. Shareholders who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days may convene and preside over the general meeting of shareholders by themselves.
(IV) if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing and file with Shenzhen Stock Exchange at the same time.
Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10% of the total shares of the company. The board of supervisors or convening shareholders shall submit relevant supporting materials to Shenzhen Stock Exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
(V) the board of directors and the Secretary of the board of directors shall cooperate with the general meeting of shareholders convened by the board of supervisors or shareholders. The board of directors shall provide the register of shareholders on the date of equity registration. If the board of directors fails to provide the register of shareholders, the convener may apply to the securities registration and clearing institution for acquisition by holding the relevant announcement of the notice of convening the general meeting of shareholders. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders.
(VI) for the shareholders’ meeting convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company. Article 7 the convener shall notify all shareholders 20 days before the annual general meeting and 15 days before the extraordinary general meeting.
Article 8 after the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or cancelled without justified reasons, and the proposals listed in the notice of the general meeting of shareholders shall not be cancelled; In case of delay or cancellation, the convener shall notify and explain the reasons at least 2 working days before the original shareholders’ meeting. If the shareholders’ meeting is postponed, the company shall announce the postponed date in the notice.
Article 9 the board of directors shall strictly abide by the provisions of the company law and other laws and regulations on convening the general meeting of shareholders, and carefully and timely organize the general meeting of shareholders.
All directors of the company shall be responsible for the normal convening of the general meeting of shareholders in good faith and shall not hinder the general meeting of shareholders from performing its functions and powers according to law. If an emergency occurs during the shareholders’ meeting and the meeting cannot be held normally, the company shall immediately report to the Shenzhen Stock Exchange, explain the reasons and disclose the relevant information and the special legal opinion issued by the lawyer.
Chapter III qualification of shareholders
Article 10 shareholders or agents registered in the register of shareholders on the equity registration date have the right to attend the general meeting of shareholders and exercise their voting rights in accordance with relevant laws, regulations and the articles of association. Shareholders may attend the shareholders’ meeting in person or entrust agents to attend and vote on their behalf.
Article 11 when attending the meeting, individual shareholders shall show their ID card or other valid certificates or certificates that can indicate their identity and stock account card; Those who entrust others to attend the meeting shall show their valid ID card and power of attorney of shareholders.
Article 12 legal person shares shall be attended by the legal representative or the agent entrusted by the legal representative. If the legal representative attends the meeting, he / she shall show his / her ID card and valid certificate proving his / her qualification as legal representative; If the entrusted agent attends the meeting, the agent shall present his ID card and the written power of attorney issued by the legal representative of the legal person shareholder unit according to law.
Article 13 the power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall specify the following contents:
(I) the name of the agent;
(II) whether it has the right to vote;
(III) instructions to vote for, against and abstain from voting on each item listed in the general meeting of shareholders; (IV) the power of attorney shall indicate whether the shareholder’s agent can vote according to his own will if the shareholder does not give specific instructions;
(V) the date of issuance and effective date of the power of attorney;
(VI) signature (or seal) of the client; If the principal is a legal person shareholder, it shall be stamped with the seal of the legal person. Article 14 in order to confirm the qualification of shareholders or their agents to attend the meeting, when necessary, the chairman of the meeting may ask the company’s staff to carry out necessary investigations, and the respondents shall cooperate.
Article 15 Where a power of attorney is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to sign shall be notarized. The notarized power of attorney or other authorization documents and the power of attorney of voting proxy shall be placed at the company’s domicile or other places specified in the notice of convening the meeting. If the principal is a legal person, its legal representative or the person authorized by the resolution of the board of directors or other decision-making body shall attend the general meeting of shareholders of the company as a representative.
Article 16 the company shall be responsible for making the meeting register of the participants. The name of the conference is the name of the meeting (name of the unit), the ID number, the address of the domicile, the number of shares held or represented, the name of the agent, or the name of the unit.
Article 17 the convener and the lawyer hired by the company will jointly verify the legitimacy of shareholders’ qualifications according to the register of shareholders provided by the securities registration and clearing institution, and register the names of shareholders and the number of voting shares they hold. The registration of the meeting shall be terminated before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the total number of voting shares held.
Chapter IV proposal and convening method of shareholders’ meeting
Article 18 proposal of the general meeting of shareholders
When the company holds a general meeting of shareholders, shareholders, the board of directors and the board of supervisors who individually or jointly hold more than 3% of the company’s shares have the right to put forward proposals to the company, but they must comply with the provisions of these rules, relevant laws, regulations and the articles of association.
Article 19 the proposal of the general meeting of shareholders shall meet the following conditions:
(I) the content does not conflict with the provisions of laws, administrative regulations and the articles of association, and belongs to the business scope of the company and the functions and powers of the general meeting of shareholders;
(II) there are clear topics and specific resolutions;
(III) submit or serve on the board of directors in writing.
Article 20 shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the shareholders’ meeting. The convener shall, within 2 days after receiving the proposal, issue a supplementary notice of the general meeting of shareholders, disclosing the names of the shareholders who put forward the interim proposal, the shareholding ratio and the contents of the new proposal.
Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals after issuing the notice of the general meeting of shareholders.
Article 21 for proposals not listed in the notice of the general meeting of shareholders, the general meeting of shareholders shall not vote and make resolutions.
Article 22 requirements for proposals
(I) where a proposal involves investment, property disposal, acquisition and merger, the details of the matter shall be fully explained, including the amount involved, price (or valuation method), book value of assets, impact on the company, approval, etc. If it is necessary to conduct asset evaluation, audit or issue an independent financial adviser report in accordance with relevant regulations, the board of directors shall publish the asset evaluation, audit results or independent financial adviser report at least five working days before the shareholders’ meeting.
(II) after reviewing and adopting the annual report, the board of directors shall make a resolution on the profit distribution plan as a proposal of the annual general meeting of shareholders. When the board of Directors proposes the plan of converting capital reserve into share capital, it shall explain in detail the reasons for the increase and disclose it to all shareholders. When disclosing the plan of share distribution or capital reserve conversion, the board of directors shall disclose the earnings per share and net assets per share before and after the transfer, as well as the impact on the future development of the company, and implement the specific plan within two months after the conclusion of the general meeting of shareholders.
(III) the appointment of an accounting firm by the company must be decided by the general meeting of shareholders, and the board of directors shall not appoint an accounting firm before the decision of the general meeting of shareholders.
When the company proposes to dismiss or not renew the appointment of an accounting firm, it shall notify the accounting firm 30 days in advance. When the general meeting of shareholders of the company votes on the dismissal of an accounting firm, the accounting firm is allowed to state its opinions to the general meeting of shareholders.
If the accounting firm proposes to resign, it shall explain to the general meeting of shareholders whether there is any misconduct in the company.
(IV) the proposal methods and procedures of candidates for directors and supervisors are as follows:
1. When the company elects directors and supervisors, the list of candidates for directors and supervisors shall be submitted by the current board of directors and board of supervisors to the general meeting of shareholders for voting in the form of proposal on the basis of listening to the opinions of relevant shareholders in accordance with the principle of standardization and transparency;
2. The board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders;
3. When the general meeting of shareholders of the company elects directors and supervisors, and there are two or more candidates for directors and supervisors respectively, the cumulative voting system shall be implemented.
The cumulative voting system mentioned in the preceding paragraph refers to that when the general meeting of shareholders elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used centrally.
4. The board of directors shall provide the shareholders with the resumes and basic information of the candidate directors and supervisors.
If the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders shall fully disclose the details of the candidates for directors and supervisors, including at least the following contents:
(1) Education background, work experience, part-time job and other personal information;
(2) Is there any relationship with the company or its controlling shareholder and actual controller
