Henan Qingshuiyuan Technology Co.Ltd(300437)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the shareholders of Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as the “company”), improve the efficiency of the general meeting of shareholders and promote the standardized operation of 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 standards for the governance of listed companies These rules are formulated in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, rules for the general meeting of shareholders of listed companies and Henan Qingshuiyuan Technology Co.Ltd(300437) articles of Association (hereinafter referred to as the “articles of Association”). Article 2 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.
Article 3 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting (hereinafter referred to as “general meeting of shareholders”). The annual general meeting of shareholders shall be held once a year within six months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be convened irregularly. Under any of the following circumstances, the company shall convene the extraordinary general meeting of shareholders within two months from the date of occurrence: (I) when the number of directors is less than two-thirds 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) shareholders who individually or jointly hold more than 10% of the company’s shares apply for instructions; (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.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to Henan securities regulatory bureau and Shenzhen Stock Exchange, explain the reasons and make an announcement.
Article 4 shareholders who legally and effectively hold the company’s shares have the right to attend the shareholders’ meeting in person or by proxy, and enjoy the right to know, speak, question and vote in accordance with the provisions of the company law and the articles of association.
Article 5 shareholders attending the general meeting of shareholders shall abide by relevant laws and regulations, the articles of association and these rules of procedure, consciously maintain the order of the meeting, and shall not infringe upon the legitimate rights and interests of other shareholders.
Article 6 the board of directors of the company shall employ a lawyer to attend the general meeting of shareholders, and issue legal opinions on the following issues and make a public announcement:
(I) whether the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations and the articles of Association;
(II) verify the legitimacy and validity of the qualifications of the participants and the convener;
(III) whether the voting procedures and results of the general meeting of shareholders are legal and effective;
(IV) legal opinions on other relevant issues at the request of the company.
Chapter II functions and powers of the general meeting of shareholders and authorization to the board of directors
Article 7 the general meeting of shareholders is the highest authority of the company and exercises the following functions and powers specified in the articles of association according to law:
(I) determine the company’s business policy and investment plan;
(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） Deliberating on external guarantees, major transactions and related party transactions that should be approved by the general meeting of shareholders as stipulated in the articles of Association;
（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 and employee stock ownership plan;
（16） Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 8 the following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) 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;
(V) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated by relevant departments and the articles of association.
The external guarantee matters deliberated by the general meeting of shareholders must be deliberated and approved by the board of directors before they can be submitted to the general meeting of shareholders for deliberation. When the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors. When the general meeting of shareholders deliberates the guarantee matters in paragraph 5 of paragraph 1 of this article, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their related parties, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
If 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 this article, it may be exempted from being submitted to the general meeting of shareholders for deliberation.
Article 9 major transactions of the company (except the provision of guarantee and financial assistance) that meet one of the following standards within 12 consecutive months shall be reviewed and approved by the general meeting of shareholders:
(I) the total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluated value, the higher one shall be taken as the calculation basis;
(II) 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;
(III) 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;
(IV) the transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(V) 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.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 10 the transactions referred to in this article include the purchase or sale of assets; Foreign investment (including entrusted financial management; investment in subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries; providing financial assistance (providing guarantee for others, including guarantee for holding subsidiaries); Leased in or leased out assets; Sign management contracts (including entrusted operation, entrusted operation, etc.); Donated or donated assets; Reorganization of creditor’s rights or debts; Transfer of research and development projects; Sign the license agreement; Transfer of research and development projects; Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.); Other transactions recognized by the stock exchange.
Article 11 the transactions mentioned in the preceding paragraph do not include the purchase of raw materials, fuels and power related to daily operation, and the purchase or sale of assets related to daily operation such as the sale of products and commodities, but the purchase or sale of such assets involved in asset replacement is still included.
Article 12 related party transactions (except the provision of 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 shall be submitted to the general meeting of shareholders for deliberation after deliberation by the board of directors.
The provisions of the preceding paragraph shall apply to the transactions between the company and the same connected person (including other connected persons controlled by the same subject or having equity control relationship with each other) and the transactions with different connected persons related to the same transaction object in accordance with the principle of cumulative calculation for 12 consecutive months.
Article 13 when providing financial assistance, the company shall obtain the consent of more than two-thirds of the directors attending the meeting of the board of directors and make a resolution to timely perform the obligation of information disclosure.
If the financial assistance falls into one of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the latest audited asset liability ratio of the funded object exceeds 70%;
(II) the amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company’s latest audited net assets;
(III) other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
If the object of subsidy is a holding subsidiary within the scope of the company’s consolidated statements and the shareholding ratio exceeds 50%, the provisions of the first two paragraphs shall be exempted.
Article 14 the authorization involved in the above-mentioned production and operation activities other than those deliberated and approved by the general meeting of shareholders and the scope of functions and powers of the general meeting of shareholders shall be deliberated and decided by the board of directors, and may be decided by the chairman or president within the scope of authorization of the board of directors.
The board of directors of the company shall organize the Secretary of the board of directors and the management to formulate various internal control systems of the company. If they belong to the basic system of the company, they shall be implemented after deliberation and approval by the board of directors, and those involving the functions and powers of the general meeting of shareholders shall also be submitted to the general meeting of shareholders for deliberation and approval.
Chapter III convening of the general meeting of shareholders
Article 15 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 3 of these rules.
Article 16 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, 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 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 17 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 with the convening of 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 18 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 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 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 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 in writing.
If the board of supervisors agrees to convene the 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 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 19 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, report to Henan securities regulatory bureau and Shenzhen stock exchange for the record, and issue a notice of convening the extraordinary general meeting of shareholders. The contents of the notice shall not only comply with the provisions of the articles of association, but also comply with the following provisions:
(I) no new content shall be added to the proposal, otherwise the proposing shareholders shall resubmit the request for convening the general meeting of shareholders to the board of directors in accordance with the procedures specified in Articles 15 and 16 of these rules;
(II) the place of the meeting shall be the domicile of the company or the place specified in the articles of association.
Article 20 the convening shareholders shall submit relevant supporting materials to Henan securities regulatory bureau and 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.
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%.
Article 21 the board of directors and the Secretary of the board of directors shall cooperate with the extraordinary 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. The board of directors did not provide the register of shareholders
