Hainan Jinpan Smart Technology Co.Ltd(688676) rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to standardize the organization, management and discussion procedures of the general meeting of shareholders of Hainan Jinpan Smart Technology Co.Ltd(688676) (“the company”), 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 articles of association of Hainan Jinpan Smart Technology Co.Ltd(688676) (hereinafter referred to as the “articles of association”), The rules of procedure for the Hainan Jinpan Smart Technology Co.Ltd(688676) general meeting of shareholders (hereinafter referred to as “the rules”) are formulated with reference to the rules for the general meeting of shareholders of listed companies and the guidelines for the governance of listed companies.
Article 2 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, articles of association and these rules to ensure that shareholders can exercise their rights according to law.
The board of directors shall earnestly perform its duties and organize the general meeting of shareholders in a serious and timely manner. 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 general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association.
Article 4 the company may employ a lawyer to give legal opinions on the following issues:
(I) whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, the articles of association and these rules;
(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.
Article 5 these rules are binding on all shareholders of the company and relevant personnel attending the general meeting of shareholders as nonvoting delegates. Chapter II convening of the general meeting of shareholders
Article 6 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 six months after the end of the previous fiscal year.
Article 7 under any of the following circumstances, the board of directors shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence:
(I) the number of directors is less than the minimum quorum specified in the company law, or less than two-thirds of the number of members of the board of directors or the board of supervisors specified in the articles of Association;
(II) when the company’s outstanding losses reach one-third of the total paid in share capital;
(III) written request from 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, departmental rules or the articles of association.
The number of shares held in Item (III) of the preceding paragraph shall be calculated according to the date on which such shareholders put forward a written request.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall notify the shareholders and explain the reasons.
Article 8 the general meeting of shareholders shall be convened by the board of directors, and no director or chairman of the board of directors may convene it alone.
If the board of directors is unable or fails to perform the duty of convening the general meeting of shareholders, the board of supervisors shall convene and preside over the meeting in time; If the board of supervisors does not convene and preside over the meeting, shareholders who individually or jointly hold more than 10% of the company’s shares for more than 90 consecutive days may convene and preside over the meeting on their own.
Article 9 independent directors have 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. 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 will explain the reasons and make an announcement in accordance with the provisions of applicable laws, regulations or normative documents.
Article 10 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 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 11 shareholders who individually or jointly hold more than 10% of the company’s shares (hereinafter referred to as “proposing shareholders”) 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. 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 five days after the resolution of the board of directors is made. Any change to the original request in the notice shall be approved by the relevant shareholders.
If the board of directors does not agree to convene an extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, the proposing shareholder shall have the right to propose to the board of supervisors to convene an 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 send a notice of convening the general meeting of shareholders within 5 days after receiving the request. Any change to the original proposal 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 (hereinafter referred to as “Convening shareholders”) may convene and preside over the general meeting of shareholders by themselves.
When the board of supervisors or shareholders who individually or jointly hold more than 10% of the company’s shares propose that the board of directors convene an extraordinary general meeting of shareholders, they shall submit a proposal with complete topics and contents to the board of directors in writing. The board of supervisors or the proposing shareholders shall ensure that the contents of the proposal comply with the provisions of laws, regulations and the articles of association.
Article 12 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 report to the dispatched office of the CSRC and the stock exchange where the company is located for the record.
Before the resolution of the general meeting of shareholders is announced in accordance with applicable laws, regulations or normative documents, the shareholding ratio of convening shareholders shall not be less than 10%.
The board of supervisors and the convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC and the stock exchange where the company is located when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
Article 13 for the general meeting of shareholders convened by the board of supervisors or shareholders, the board of directors and the Secretary of the board of directors shall cooperate and provide necessary support. The board of directors shall provide the register of shareholders on the date of equity registration.
Article 14 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the company.
Article 15 when the company holds the annual general meeting of shareholders, the convener shall notify all shareholders in writing 20 days before the meeting, and the extraordinary general meeting of shareholders shall notify all shareholders in writing 15 days before the meeting.
When calculating the starting period, the date of the meeting shall not be included.
Article 16 the notice of the shareholders’ meeting shall include the following contents:
(I) time, place, mode and duration 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.
If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors will be disclosed at the same time when issuing the notice or supplementary notice of the general meeting of shareholders.
If the general meeting of shareholders of the company adopts the network or other means, the voting time and voting procedures of the network or other means shall be clearly stated in the notice of the general meeting of shareholders. The starting time of online voting or other means of voting at the general meeting of shareholders shall not be earlier than 3:00 p.m. on the day before the on-site general meeting of shareholders, and shall not be later than 9:30 a.m. on the day when the on-site general meeting of shareholders is held, and its ending time shall not be earlier than 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
The interval between the date of equity registration and the date of the meeting shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Article 17 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals.
Article 18 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 each shareholder in writing at least two working days before the original date of the meeting and explain the reasons for the delay or cancellation. If the shareholders’ meeting is postponed, the notice shall also specify the date of the postponed meeting.
Article 19 the place where the company convenes the general meeting of shareholders shall be the domicile of the company or other place designated by the convener of the general meeting of shareholders.
The general meeting of shareholders shall set up a venue and be held in the form of on-site meeting. The time and place of the shareholders’ meeting shall be convenient for them to attend. After the notice of the general meeting of shareholders is issued, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without justified reasons. If it is really necessary to change, the convener shall announce and explain the reasons at least 2 working days before the date of the on-site meeting. The company will also provide online voting to facilitate shareholders’ participation in the general meeting of shareholders. Shareholders participate in the shares in the above ways
In accordance with laws, administrative regulations, the relevant provisions of the CSRC and the stock exchange, if the general meeting of shareholders should adopt online voting, the company shall provide online voting.
Chapter III proposals of the general meeting of shareholders
Article 20 the proposal of the general meeting of shareholders is a specific proposal for the matters that should be discussed at the general meeting of shareholders, and the general meeting of shareholders shall make a resolution on the specific proposal.
Article 21 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 two days after receiving the proposal, disclosing the name of the shareholders who put forward the interim proposal, the shareholding ratio and the content 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.
For proposals that are not listed in the notice of the shareholders’ meeting or do not comply with the provisions of the articles of association, the shareholders’ meeting shall not vote and make resolutions.
Article 22 the convener shall list the matters discussed at the shareholders’ meeting in the notice and supplementary notice of convening the shareholders’ meeting, and fully disclose the contents of all proposals. If it is necessary to change the matters involved in the resolution of the previous general meeting of shareholders, the contents of the proposal shall be complete and not only the contents of the change shall be listed. Those listed in “other matters” without specific contents shall not be regarded as proposals, and the general meeting of shareholders shall not vote.
Article 23 the proposal of the general meeting of shareholders shall meet the following conditions:
(I) the content does not conflict with the provisions of laws, regulations and the articles of association, and belongs to the scope of responsibilities 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 24 the nomination methods and procedures of directors and supervisors are as follows:
(I) the board of directors, the board of supervisors and the shareholders who individually or jointly hold more than 3% of the company’s shares may nominate candidates for directors and supervisors held by shareholder representatives (hereinafter referred to as “shareholder representative supervisors”). The employee representative supervisor shall be democratically elected or replaced by the employees of the company through the employee (representative) meeting or other forms.
(II) the nominee shall seek the consent of the nominee in advance before submitting the proposal on the list of nominees of directors, shareholders’ representatives and supervisors. The nominees shall make a written commitment before the shareholders’ meeting, agree to accept the nomination, promise that the information publicly disclosed is true and complete, and ensure to earnestly perform the duties of directors, shareholders’ representatives and supervisors after being elected.
(III) in order to ensure that shareholders have sufficient knowledge of candidates during voting, the convener shall fully disclose the details of candidates for directors, shareholders’ representatives and supervisors in the notice of the general meeting of shareholders; Such information shall include: educational background, work experience, part-time job and other personal information; Whether there is a related relationship with the company or the controlling shareholder and actual controller of the company; Disclose the number of shares held by the company; Whether they have been punished by the CSRC and other relevant departments and the stock exchange.
Article 25 when voting on the election of directors and supervisors at the general meeting of shareholders, the cumulative voting system may be implemented in accordance with the provisions of the articles of association or the resolutions of the general meeting of shareholders. If the proportion of shares owned by a single shareholder and its persons acting in concert is 30% or more, the cumulative voting system shall be adopted. 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.
In addition to the above-mentioned cumulative voting system for the election of directors and shareholders’ representative supervisors, the nominees of directors and shareholders’ representative supervisors shall submit the list of candidates for directors and shareholders’ representative supervisors to the general meeting of shareholders for resolution in the form of single proposal.
Article 26 Where a proposal involving foreign investment, disposal of major assets, acquisition and merger is proposed to be considered by the general meeting of shareholders, 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.
Article 27 the employment or dismissal of accounting firms shall be proposed by the board of directors and approved by the shareholders’ meeting. If the accounting firm proposes to resign, the board of directors shall explain the reasons at the next shareholders’ meeting. The resigned accounting firm shall be responsible for attending the general meeting of shareholders in writing or sending someone to explain whether there is any improper situation in the company to the general meeting of shareholders.
Chapter IV convening of the general meeting of shareholders
Article 28 the shareholders’ meeting shall be held on site. The company shall comply with the provisions of relevant laws and regulations
