Beijing Haitian Ruisheng Science Technology Ltd(688787)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to clarify the responsibilities and authorities of the general meeting of shareholders, standardize its organization and behavior, ensure that the general meeting of shareholders exercises its functions and powers according to law, improve the efficiency of proceedings of the general meeting of shareholders, ensure the effectiveness and legality of the procedures and resolutions of the general meeting of shareholders, and safeguard the legitimate rights and interests of all shareholders, the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) These rules of procedure are formulated in accordance with the rules for the general meeting of shareholders of listed companies and other relevant laws, regulations, normative documents and the Beijing Haitian Ruisheng Science Technology Ltd(688787) articles of Association (hereinafter referred to as 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, normative documents, the articles of association and these rules to ensure that shareholders can exercise their rights according to law.
The board of directors of the company shall earnestly perform its duties, seriously and timely convene and 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.
Article 3 the place where the company holds the general meeting of shareholders is the place of domicile of the company or the place otherwise determined in the notice of the general meeting of shareholders.
The general meeting of shareholders shall be held in the form of on-site meeting. After the notice of the general meeting of shareholders is issued, the on-site meeting place of the general meeting of shareholders shall not be changed without justified reasons. If the change is really necessary, the convener shall make an announcement at least 2 trading days before the date of the on-site meeting and explain the reasons. The company shall also provide online voting to facilitate shareholders’ participation in the general meeting of shareholders. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
Article 4 the company shall adhere to the principle of simplicity when convening the general meeting of shareholders, and shall not give additional economic benefits to shareholders (or agents) attending the meeting.
Article 5 when convening the general meeting of shareholders, the company shall hire a lawyer to give legal opinions on the following issues and make a public announcement:
(I) whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, these rules and the articles of Association;
(II) whether the qualifications of the participants and the convener are legal and valid;
(III) whether the voting procedures and results of the meeting are legal and valid;
(IV) legal opinions on other relevant issues at the request of the company.
Chapter II nature and powers of the general meeting of shareholders
Article 6 the general meeting of shareholders is the authority of the company and exercises its functions and powers in accordance with the company law, the rules for the general meeting of shareholders of listed companies, the articles of association and these rules.
Article 7 the general meeting of shareholders is composed of all shareholders of the company. When the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the equity, the board of directors or the convener of the general meeting of shareholders shall decide a certain date as the equity registration date, and the shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests of the company. Shareholders (including their proxies) shall exercise their voting rights at the general meeting of shareholders according to the number of voting shares they hold on the equity registration date of the general meeting of shareholders, and each share shall have one vote.
Article 8 the general meeting of shareholders shall exercise its functions and powers within the scope of the company law, the rules for the general meeting of shareholders of listed companies, the articles of association and these rules, and shall not interfere with the disposal of shareholders’ rights.
Article 9 the general meeting of shareholders shall exercise the following functions and powers according to law:
(I) investment plan and operation policy of the company;
(II) elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors;
(III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors;
(V) review and approve the company’s annual financial budget plan and final account plan;
(VI) review and approve the company’s profit distribution plan and loss recovery plan;
(VII) make resolutions on the increase or decrease of the company’s registered capital;
(VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(x) amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） Review and approve the guarantee matters specified in Article 10 of these rules;
（13） To review the purchase and sale of major assets by the company within one year that exceed 30% of the company’s latest audited total assets;
（14） Review and approve the change of the purpose of the raised funds;
（15） Review the equity incentive plan or employee stock ownership plan;
（16） To consider the acquisition of the company’s shares due to the reduction of the company’s registered capital and merger with other companies holding the company’s shares;
（17） Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules and the articles of association.
Article 10 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(I) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
(III) the guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets; (IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other guarantees stipulated by the stock exchange where the company is listed or the articles of association.
Chapter III convening of the general meeting of shareholders
Article 11 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting.
The annual general meeting of shareholders shall be held once a year and shall be held within 6 months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held irregularly. Under any of the following circumstances, the extraordinary general meeting of shareholders shall be held within two months:
(I) the number of directors is less than the number specified in the company law (5) or two-thirds (6) of the number specified in the articles of Association (i.e. less than 6);
(II) when the company’s outstanding losses reach one-third of the total paid in share capital;
(III) at the request of shareholders who individually or jointly hold more than 10% of the company’s shares;
(IV) when the board of directors deems it necessary;
(V) when the board of supervisors proposes to hold a meeting;
(VI) other circumstances stipulated by laws, administrative regulations and the articles of association.
Article 12 the board of directors shall convene the shareholders’ meeting on time within the time limit specified in Article 11 of these rules. If the company is unable to convene the general meeting of shareholders within the time limit specified in Article 11, it shall report to the local office of the CSRC and the stock exchange where the company’s shares are listed, explain the reasons and make an announcement.
Article 13 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, which shall be proposed in writing. 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 shall 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 shall explain the reasons and make a public announcement. Article 14 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. 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 the 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 shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. Any change to 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 of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
Article 15 Where the shareholders hold more than 10% of the shares in total, they shall have the right to submit a written request to the board of directors for convening the extraordinary general meeting. 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 the extraordinary general meeting of shareholders within 10 days after receiving the request.
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 feedback within 10 days after receiving the request, the shareholders individually or jointly holding more than 10% of the company’s shares 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. Any change to 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.
Article 16 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 before issuing the notice of the general meeting of shareholders, and submit it to the stock exchange for filing 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%. The convening shareholders shall apply for locking their shares of the company during the above-mentioned period before issuing the notice of the general meeting of shareholders.
The stock exchange shall submit relevant supporting materials.
Article 17 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 will provide the register of shareholders on the equity registration date. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders.
Article 18 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the company.
Chapter IV proposals of the general meeting of shareholders
Article 19 the contents of the proposal shall fall within the scope of the functions and powers of the general meeting of shareholders, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and the articles of association.
Article 20 when the company holds a general meeting of shareholders, the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the shares of the company have the right to put forward proposals to the company.
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 issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal to disclose the contents of the interim 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 the list of candidates for directors and supervisors shall be submitted to the shareholders’ meeting for voting in the form of proposals.
The nomination methods and procedures of directors and supervisors are as follows:
(I) shareholders and the board of directors who individually or jointly hold more than 3% of the company’s shares may put forward proposals for candidates for non independent directors to the general meeting of shareholders, and shareholders, the board of directors and the board of supervisors who individually or jointly hold more than 1% of the company’s shares may put forward proposals for candidates for independent directors to the general meeting of shareholders;
(II) shareholders and the board of supervisors who individually or jointly hold more than 3% of the company’s shares may put forward a proposal to the general meeting of shareholders on candidates for supervisors who are not employee representatives. Employee representative supervisors shall be democratically nominated and elected by the company’s employees through the employee representative meeting, the employee meeting or other forms.
Before nominating a director or supervisor candidate, the nominee shall obtain the written commitment of the candidate, confirm his acceptance of the nomination, promise that the information of the director or supervisor candidate is true and complete, and ensure that he will earnestly perform the duties of the director or supervisor after being elected.
Article 22 for proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 19 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Chapter V notice of shareholders’ meeting
Article 23 the convener shall notify all shareholders in the form of public announcement 20 days before the annual shareholders’ meeting is held, and the extraordinary shareholders’ meeting shall notify all shareholders in the form of public announcement 15 days before the meeting is held.
Article 24 the notice of the general meeting of shareholders shall include the following contents:
(I) time, place, mode, duration and convener of the meeting;
(II) matters and proposals submitted to the meeting for deliberation;
(III) explain in obvious words: all shareholders have the right to attend the general meeting of shareholders and can entrust a proxy in writing to attend the meeting and vote. The proxy need not be a shareholder of the company;
(IV) the date of equity registration of shareholders entitled to attend the general meeting of shareholders;
(V) name and telephone number of permanent contact person for conference affairs;
(VI) voting time and procedures by network or other means.
Article 25 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific contents of all proposals and all materials or explanations required to enable shareholders to make reasonable judgment on the matters to be discussed. If the matters to be discussed need the opinions of independent directors and recommendation institutions, they shall be disclosed at the latest when the notice or supplementary notice of the general meeting of shareholders is issued.
Article 26 Where 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 detailed information of the candidates for directors and supervisors, including at least the following contents:
(I) education background, work experience, part-time job and other personal information, especially in the company’s shareholders, actual controllers and other units;
(II) whether there is any relationship with the company, controlling shareholders and actual controllers, shareholders holding more than 5% of the company’s shares, other directors, supervisors and senior managers of the company;
(III) disclose the number of shares held by the company;
(IV) whether they have been punished by the CSRC and other relevant departments and the stock exchange;
(V) whether there are any circumstances in which the company law, other laws and regulations, regulatory authorities and other regulations prohibit him from serving as a director or supervisor.
In addition to adopting the cumulative voting system to elect directors and supervisors, each candidate for directors and supervisors shall be proposed in a single proposal.
Article 27 the interval between the equity registration date and the meeting date determined in the notice of the general meeting of shareholders shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Article 28 after the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be held without justified reasons
