Tianjin Motimo Membrane Technology Co.Ltd(300334)
Rules of procedure of the general meeting of shareholders
(revised in December 2021)
catalogue
Chapter I General Provisions two
Chapter II functions and powers of the general meeting of shareholders Chapter III convening of the general meeting of shareholders 5 chapter IV proposal and notice of the general meeting of shareholders seven
Section I proposal of the general meeting of shareholders seven
Section II notice of the general meeting of shareholders seven
Chapter V convening of the general meeting of shareholders nine
Section 1 place and method of convening the general meeting of shareholders nine
Section II order of the general meeting of shareholders nine
Section III Registration of the general meeting of shareholders nine
Section IV moderator of the meeting ten
Section V consideration of meeting proposals ten
Section VI voting and resolutions of the general meeting of shareholders eleven
Chapter VI Supplementary Provisions fifteen
general provisions
Article 1 in order to regulate the behavior of Tianjin Motimo Membrane Technology Co.Ltd(300334) (hereinafter referred to as the “company”), ensure that the general meeting of shareholders exercises its functions and powers according to law and safeguard the legitimate rights and interests 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 Listing Rules of Shenzhen Stock Exchange on the gem These rules are formulated in accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the rules for the general meeting of shareholders of listed companies, the Tianjin Motimo Membrane Technology Co.Ltd(300334) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and normative documents.
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 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:
（1） Whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations and the articles of Association; （2） Whether the qualifications of the participants and the convener are legal and valid;
（3） Whether the voting procedures and results of the meeting are legal and valid;
（4） Legal opinions on other relevant issues at the request of the company.
Chapter II functions and powers of the general meeting of shareholders
Article 4 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
（1） Determine the company’s business policy and investment plan;
（2） Elect and replace directors and supervisors who are not staff representatives, and decide on matters related to the remuneration of directors and supervisors;
（3） Review and approve the report of the board of directors;
（4） Review and approve the report of the board of supervisors;
（5） Review and approve the company’s annual financial budget plan, final account plan and annual report;
（6） Review and approve the company’s profit distribution plan and loss recovery plan;
（7） Make resolutions on the increase or decrease of the company’s registered capital;
（8） Make resolutions on the issuance of corporate bonds;
（9） Make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
（10） Amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） Deliberating and approving the transactions specified in Article 5 of these rules;
（13） Review and approve the guarantee matters specified in Article 6 of these rules;
（14） Review and approve the 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;
（15） 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;
（16） Review and approve the change of the purpose of the raised funds;
（17） Review the equity incentive plan;
（18） Review other matters that shall be decided by the general meeting of shareholders according to 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 5 transactions (except providing guarantee and financial assistance) of the company that meet one of the following standards shall be disclosed in time and submitted to the general meeting of shareholders for deliberation:
（1） 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 assessed value, the higher one shall be taken as the calculation basis;
（2） The relevant operating revenue of the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating revenue of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
（3） The net profit related to 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;
（4） 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;
（5） 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.
The “transaction” mentioned in this article refers to the following transactions:
（1） Purchase or sale of assets;
（2） Foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries);
（3） Provide financial assistance (including entrusted loans);
（4） Providing guarantee (refers to the guarantee provided by the listed company for others, including the guarantee for the holding subsidiary); (5) leasing in or leasing out assets;
（6） Sign management contracts (including entrusted operation, entrusted operation, etc.);
（7） Donated or donated assets;
（8） Reorganization of creditor’s rights or debts;
（9） Transfer of research and development projects;
（10） Sign the license agreement;
（11） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.).
The following activities of the company do not belong to the matters specified in the preceding paragraph:
(i) Purchase of raw materials, fuel and power related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
（2） Sell products, commodities and other assets related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
（3） Although the transactions specified in the preceding paragraph are carried out, they belong to the main business activities of the company.
Unless otherwise specified in the Shenzhen Stock Exchange GEM Listing Rules and other business rules of Shenzhen Stock Exchange, such as providing guarantee and entrusted financial management, when the company conducts transactions related to the same category and subject matter, the provisions of Article 5 of these Rules shall apply in accordance with the principle of cumulative calculation for 12 consecutive months.
Those who have fulfilled their obligations in accordance with Article 5 shall not be included in the relevant cumulative calculation scope. If the subject matter of the transaction is equity, and the purchase or sale of the equity will change the scope of the company’s consolidated statements, all assets and operating income of the company corresponding to the equity shall be taken as the calculation standard, and the provisions of Article 5 of these Rules shall apply.
If the aforesaid equity transaction does not lead to any change in the scope of the consolidated statements, the relevant financial indicators shall be calculated according to the change proportion of the equity held by the company, and the provisions of Article 5 of these Rules shall apply.
Where a company invests abroad to establish a limited liability company or a joint stock limited company, and the capital contribution can be paid in installments in accordance with Article 26 or Article 80 of the company law, the provisions of paragraph 1 of this article shall apply based on the total capital contribution agreed upon in the agreement.
The financial assistance provided by the company shall be approved by 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.
In case of any of the following circumstances, the financial assistance 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%;
（2） 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;
（3） Other circumstances stipulated in the articles of association.
The object of the company’s subsidy is the holding subsidiary within the scope of the company’s consolidated statements with a shareholding ratio of more than 50%, which is exempted from the provisions of the first two paragraphs.
Article 6 the following guarantee acts of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors: (1) the guarantee with a single guarantee amount exceeding 10% of the company’s latest audited net assets;
（2） 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;
（3） Guarantee provided for guarantee objects with asset liability ratio exceeding 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 company’s latest audited total assets within 12 consecutive months; （6） Guarantees provided to shareholders, actual controllers and their affiliates;
（7） Other guarantees that shall be deliberated and approved by the general meeting of shareholders as stipulated in the articles of association.
When the general meeting of shareholders deliberates the guarantee matters in Item (5) of the preceding paragraph, it must be approved by more than 2 / 3 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 affiliates, such shareholders or shareholders controlled by such 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.
Any guarantee provided by the company for related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
Chapter III convening of the general meeting of shareholders
Article 7 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. Under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence:
（1） The number of directors is less than 2 / 3 of the number specified in the company law or the articles of Association; （2） When the company’s outstanding losses reach 1 / 3 of the total paid in share capital;
（3） At the request of shareholders who individually or jointly hold more than 10% of the shares of the company;
（4） When the board of directors deems it necessary;
（5） When the board of supervisors proposes to hold a meeting;
（6） Other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 8 the board of directors shall convene the shareholders’ meeting on time within the time limit specified in Article 7 of these rules.
Article 9 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 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 it agrees or disagrees 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 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 it agrees or disagrees 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. 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 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, 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, and the shareholders who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days may decide by themselves
