Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
Rules of procedure of the general meeting of shareholders
February, 2002
Chapter I General Provisions
Article 1 in order to ensure the normal order of the general meeting of shareholders of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) (hereinafter referred to as “the company”) and the legitimacy of the resolutions, ensure that the general meeting of shareholders exercises its functions and powers according to law, improve the efficiency of the proceedings of the general meeting of shareholders, and safeguard the legitimate rights and interests of all shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) These rules are formulated in accordance with the provisions of the securities law of the people’s Republic of China and other relevant laws, administrative regulations and the Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) articles of Association (hereinafter referred to as the “articles of association”) and with reference to the relevant provisions of the rules for the general meeting of shareholders of listed companies.
Article 2 the general meeting of shareholders of the company is composed of all shareholders. The general meeting of shareholders is the authority of the company and exercises its functions and powers in accordance with laws, administrative regulations, the articles of association and the relevant provisions of these rules.
Article 3 the company shall hold a general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, 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 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 4 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 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 6 months after the end of the previous fiscal year.
The extraordinary general meeting of shareholders shall be held irregularly. In case of the circumstances that the extraordinary general meeting of shareholders shall be held as stipulated in Article 100 of the company law, the extraordinary general meeting of shareholders shall be held within 2 months.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the dispatched office of the CSRC and Shenzhen stock exchange where the company is located, explain the reasons and make an announcement.
Article 6 when convening a 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, the articles of association and these rules;
(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 convening of the general meeting of shareholders
Article 7 the board of directors shall convene the general meeting of shareholders within the time limit specified in Article 5 of these rules. 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 8 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 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 9 the board of directors shall have the right to propose in writing to the board of directors to convene an interim 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 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 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 10 shareholders who individually or jointly hold more than 10% of the shares of the company shall have the right to request the board of directors to call a meeting
According to the provisions of laws, administrative regulations and the articles of association, submit 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 11 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 relevant documents to the dispatched office of the CSRC and Shenzhen stock exchange where the company is located for the record.
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% of the total shares of the company. 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 board of supervisors and the convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC 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 12 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 except for the shareholders’ meeting
For purposes other than the general assembly.
Article 13 for the general meeting of shareholders convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company. Chapter III proposal and notice of shareholders’ meeting
Article 14 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 15 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, announcing the name of the shareholders who put forward the temporary proposal, the shareholding ratio and the contents of the new proposal.
In addition to the provisions of 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 Article 14 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 16 the convener shall notify all shareholders in the form of announcement 20 days before the annual general meeting of shareholders 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.
Article 17 the notice of the general meeting of shareholders shall include the following contents:
(1) Time, place and duration of the meeting;
(2) Matters and proposals submitted to the meeting for consideration;
(3) Explain in obvious words: all shareholders have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not need to be a shareholder of the company;
(4) The date of equity registration of shareholders entitled to attend the general meeting of shareholders;
(5) Convener of the meeting;
(6) Name and telephone number of permanent contact person for conference affairs.
The notice and supplementary notice of the general meeting of shareholders shall list the time, place and method of the meeting, the convener of the meeting, the date of equity registration and other matters, and fully and completely disclose the specific contents of all proposals, as well as all materials or explanations necessary for shareholders to make a reasonable judgment on the matters to be discussed.
The interval between the meeting and the registration date shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
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 relevant proposal requires the recommendation institution to express its opinions, the opinions of the recommendation institution shall be disclosed at the latest when the notice of the general meeting of shareholders is issued.
Article 18 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 details of the candidates for directors and supervisors, including at least the following contents:
(1) Education background, work experience, part-time job and other personal information;
(2) Whether there is a related relationship with the company or its controlling shareholders and actual controllers;
(3) Number of shares held by the company;
(4) Whether they have been punished by the CSRC and other relevant departments and the stock exchange.
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 19 after the company issues the notice of the general meeting of shareholders, if the general meeting of shareholders needs to be postponed for some reason, the convener shall make an announcement at least two trading days before the scheduled date of the on-site meeting and explain the reasons. If the shareholders’ meeting is postponed, the equity registration date shall still be the date determined in the notice of the original shareholders’ meeting and shall not be changed, and the on-site meeting date after the postponement shall still comply with the provisions that the interval between the equity registration date and the equity registration date shall not be more than seven working days. After the notice of the general meeting of shareholders is issued, the general meeting of shareholders needs to
In case of cancellation, the convener shall make an announcement at least two trading days before the date of the on-site meeting and explain the reasons.
Chapter IV convening of the general meeting of shareholders
The general meeting shall be held at the place of the company or the place specified in Article 20 of the articles of association. The general meeting of shareholders shall set up a venue and be held in the form of on-site meeting. The company will 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.
Shareholders may attend the shareholders’ meeting in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization.
Article 21 the voting method and other procedures of the general meeting of shareholders shall be specified 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. the day before the on-site general meeting of shareholders
