Shenzhen S.C New Energy Technology Corporation(300724)
Rules of procedure of the general meeting of shareholders
(revised in February 2022)
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors, standardize the organization and behavior of the general meeting of shareholders, and ensure the legitimacy and effectiveness 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”) These rules of procedure (hereinafter referred to as “these rules”) are formulated in accordance with the relevant provisions of laws, regulations and normative documents such as the guidelines for the governance of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, and the articles of association of Shenzhen S.C New Energy Technology Corporation(300724) (hereinafter referred to as “the articles of association”) and in combination with the actual situation of the company.
Chapter II general provisions of the general meeting of shareholders
Article 2 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 3 the company shall hold 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.
When the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the registered shareholders as the shareholders with relevant rights and interests.
Article 4 the board of directors of the company 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 good faith of the normal convening of the general meeting of shareholders, and shall be diligent and responsible to ensure the normal convening of the general meeting of shareholders and the exercise of their functions and powers according to law, and shall not hinder the general meeting of shareholders from performing its functions and powers according to law.
Article 5 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. The extraordinary general meeting of shareholders shall be held irregularly. Article 6 under any of the following circumstances, the company 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 specified in the articles of Association;
(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, departmental rules or the articles of association.
Article 7 when convening the shareholders’ meeting, 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 laws, administrative regulations 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 III approval and decision-making authority of the general meeting of shareholders
Article 8 unless otherwise specified in the articles of association or the resolution of the general meeting of shareholders, the following matters shall be deliberated and approved by the general meeting of shareholders:
(I) guarantees provided to subsidiaries:
1. The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
2. Any guarantee provided after the total external guarantee of the company and its holding subsidiaries (including the sum of the total external guarantee of the company to its holding subsidiaries and the total external guarantee of its holding subsidiaries) reaches or exceeds 50% of the latest audited net assets;
3. The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
4. The guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
5. The guarantee amount exceeds 30% of the latest audited total assets of the company within 12 consecutive months;
6. Guarantees provided to shareholders, actual controllers and their affiliates;
7. Other guarantees stipulated by Shenzhen Stock Exchange or the articles of association.
When providing guarantee to shareholders, actual controllers and their related parties, the company must require the other party to provide counter guarantee, and the provider of counter guarantee shall have the actual ability to perform.
Where the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which belongs to items 1 to 4 of paragraph 1 of Article 8, it may be exempted from submitting to the general meeting of shareholders for deliberation, unless otherwise stipulated in the articles of association.
(II) related party transactions (except for providing guarantee) between the company and related parties with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets.
(III) the purchase or sale of major assets within 12 consecutive months exceeds 30% of the company’s latest audited total assets.
(IV) other transactions other than the above transactions, the purchase or sale of assets by the company, foreign investment (including entrusted wealth management, investment in subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries), provision of financial assistance (including entrusted loans), provision of guarantee (referring to the guarantee provided by the listed company for others, including the guarantee for holding subsidiaries), lease in or lease out of assets, Signing management contracts (including entrusted operation, entrusted operation, etc.), giving or receiving donated assets (except donated cash assets), creditor’s rights or debt restructuring, transfer of research and development projects, signing license agreements, waiving rights (including waiving preemptive rights, preemptive subscription rights, etc.) and other transactions that meet the following standards:
1. The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period;
2. The transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
3. The profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
4. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
5. The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
Chapter IV convening of the general meeting of shareholders
Article 9 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Articles 5 and 6 of these rules.
Article 10 when the board of Directors considers it necessary to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within five days after making the relevant resolution of the board of directors in accordance with the provisions of laws, administrative regulations and the articles of association.
Article 11 independent directors have the right to propose to the board of 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 with the proposal of convening 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 five 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 12 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 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. 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 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 13 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. 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 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 an extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, 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 an extraordinary general meeting of shareholders
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 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 may convene and preside over the general meeting of shareholders by themselves.
Article 14 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 China securities regulatory department where the company is located and Shenzhen stock exchange for the record.
Before the announcement of the resolution of the general meeting of shareholders, the total shareholding ratio of shareholders convening the extraordinary general meeting of shareholders shall not be less than 10%.
The board of supervisors and convening shareholders shall submit relevant supporting materials to the dispatched office of the China securities regulatory department and Shenzhen 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 15 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.
Article 16 for the shareholders’ meeting convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company.
Chapter V proposal and notice of shareholders’ meeting
Article 17 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 18 the content of the proposal of the general meeting of shareholders shall fall within the scope of 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 19 when the company convenes the general meeting of shareholders, the board of directors, the board of supervisors and the shareholders who individually or jointly hold more than 3% of the shares of the company have the right to put forward new proposals to the company in writing. At the same time, the matters in the proposals that fall within the scope of the responsibilities of the general meeting of shareholders shall be included in the agenda of the meeting.
Shareholders who individually or jointly hold more than 3% of the total voting shares of the company may submit an interim proposal to the company in writing and submit it to the convener 10 days before the general meeting of shareholders. The convener shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal and announce 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.
For proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Articles 17 and 18 of these rules, the general meeting of shareholders shall not vote and make resolutions.
The proposal shall not be included in the agenda of the shareholders’ meeting and the explanation of the decision of the shareholders’ meeting shall be made at the shareholders’ meeting. If the shareholders who put forward the proposal disagree with the decision of the board of directors not to include their proposal in the agenda of the general meeting of shareholders, they may convene an extraordinary general meeting of shareholders in accordance with the procedures specified in these rules and the articles of association. Article 20 when the company holds the annual general meeting of shareholders, the convener shall notify all shareholders in the form of announcement 20 days before the meeting is held, and the extraordinary general meeting of shareholders shall notify all shareholders in the form of announcement 15 days before the meeting is held. When calculating the starting period of “20 days” and “15 days”, the company does not include the date of the meeting, but includes the date of the notice.
Article 21 the notice of the general meeting of shareholders shall include the following contents:
(I) time, place 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;
(VI) other matters stipulated by laws, administrative regulations and departmental rules.
The notice of the general meeting of shareholders and the supplementary notice shall fully and completely disclose all the specific contents of all proposals, as well as all the materials or explanations required to make a reasonable judgment on the matters to be discussed by shareholders. If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors shall be disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
If the general meeting of shareholders adopts network or other means, the voting time and voting procedures of 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 notice of the general meeting of shareholders shall specify the time and place of the meeting and determine the date of equity registration. 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 determined, it shall not be changed. Article 22 if judged by the board of directors, it is proposed to submit shares
