Wuhan Tianyu Information Industry Co.Ltd(300205)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the rules of the general meeting of shareholders of listed companies and other relevant laws and regulations These rules are formulated in accordance with the provisions of normative documents and Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 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. 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 the authority of the company and exercises its functions and powers within the scope specified in the company law and the articles of association.
Article 4 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 from time to time. In case that the extraordinary general meeting of shareholders should be held as stipulated in the company law and the articles of association, the extraordinary general meeting of shareholders shall be held within 2 months.
If the company is unable to hold a general meeting of shareholders within the above-mentioned period, it shall report to the dispatched office of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) where the company is located and Shenzhen Stock Exchange, and timely disclose relevant matters, the claims of all parties to the dispute, the current situation of the company and other information that can help investors understand the actual situation of the company, And special legal opinions issued by lawyers.
Article 5 shareholders who legally and effectively hold shares of the company have the right to attend the general meeting of shareholders 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 6 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 7 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) issue legal opinions on other relevant issues at the request of the company.
Chapter II convening of the general meeting of shareholders
Article 8 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 4 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 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 disagrees with the convening of the extraordinary general meeting of shareholders, it shall explain the reasons and make a timely announcement, and hire a law firm to issue legal opinions on the relevant reasons and their legality and compliance and make an 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 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. If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, it shall explain the reasons and make a timely announcement, hire a law firm to issue legal opinions and make a public announcement on the relevant reasons and their legality and compliance, and cooperate with the board of supervisors to convene the general meeting of shareholders on its own, and shall not delay or refuse to perform the obligations of cooperation and disclosure without reason.
Article 11 ordinary shareholders (including preferred shareholders whose voting rights are restored) who individually or jointly hold more than 10% of the shares of the company 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 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 disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give written feedback within 10 days after receiving the request, ordinary shareholders (including preferred shareholders whose voting rights are restored) 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, 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. Ordinary shareholders (including preferred shareholders whose voting rights have been restored) 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 on their own.
If the board of directors and the board of supervisors do not agree to convene an extraordinary general meeting of shareholders, they shall make a timely announcement and explain the reasons, hire a law firm to issue legal opinions and make an announcement on the relevant reasons and their legality and compliance, and cooperate with the shareholders to convene the general meeting of shareholders on their own, and shall not delay or refuse to fulfill the obligations of cooperation and disclosure without reason.
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, report to the local office of the CSRC and Shenzhen stock exchange for the record, and issue the notice of convening the extraordinary general meeting of shareholders, In addition to the provisions of the articles of association, the contents of the notice shall also comply with the following provisions: (I) no new contents 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 10 and 11 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 13 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.
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 14 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. 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 15 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 16 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 17 when the board of directors or the board of supervisors of the company nominates and recommends candidates for directors or supervisors, it shall be deliberated at the meeting of the board of directors or the board of supervisors, and a resolution shall be adopted by more than half of all directors or supervisors. Candidates for directors and supervisors shall conduct self-examination to see whether they meet the conditions for holding their posts, and issue a written letter of commitment to accept the nomination, promising that the information provided is true, accurate, complete and in line with the conditions for holding their posts, so as to ensure the practical performance of their duties after being elected. If a candidate does not agree to be nominated, the convener of the meeting shall not submit the candidate to the general meeting of shareholders for election. When shareholders propose candidates for directors and supervisors, they shall check whether the candidates are qualified and the detailed information provided by the candidates.
When proposing candidates for directors and supervisors, shareholders shall submit a complete written proposal to the convener of the general meeting of shareholders. The content of the proposal shall fully disclose the detailed information of candidates for directors and supervisors, including at least the following contents: (I) personal information such as educational background, work experience and part-time job;
(II) whether there is any relationship with the company or its controlling shareholders and actual controllers;
(III) disclose the number of shares held by the listed company;
(IV) whether they have been punished by the CSRC and other relevant departments and the stock exchange.
The case was filed. If the cumulative voting method is adopted to elect directors, the voting of independent directors and non independent directors shall be conducted separately.
Article 18 when the company convenes the 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 (including preferred shareholders with voting rights reply) have the right to put forward proposals to the company.
Ordinary shareholders who individually or jointly hold more than 3% of the company’s shares (including preferred shareholders whose voting rights are restored) 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 and announce the contents of the interim proposal. If the convener determines that the interim proposal does not comply with the provisions of Article 13 of the rules for the general meeting of shareholders of listed companies, and then determines that the general meeting of shareholders shall not vote on the interim proposal and make a resolution, he shall announce the contents of the relevant interim proposal of shareholders within 2 days after receiving the proposal, as well as the detailed basis and legal compliance of the above-mentioned decision, At the same time, a law firm shall be hired to issue legal opinions on relevant reasons and their legality and compliance and make an announcement.
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. If the convener needs to supplement or correct the disclosure of the proposal according to the regulations, he shall not substantially modify the proposal, and the relevant supplement or correction announcement shall be published before the online voting of the general meeting of shareholders. The legal opinion disclosed at the same time with the resolution of the general meeting of shareholders shall include the lawyer’s supplement to the disclosure of the proposal Whether the correction constitutes a clear opinion issued by the substantive modification of the proposal.
After the convener issues the notice of the general meeting of shareholders, the proposals listed in the notice of the general meeting of shareholders shall not be cancelled without justified reasons. If the proposal really needs to be cancelled, the convener shall make an announcement at least two working days before the date of the on-site meeting and explain the reasons.
For proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of the articles of association and these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 19 the convener shall notify all ordinary shareholders (including preferred shareholders whose voting rights have been restored) by public announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders shall notify all ordinary shareholders (including preferred shareholders whose voting rights have been restored) by public announcement 15 days before the meeting.
Article 20 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific contents of all proposals and all materials or explanations required to enable shareholders to make reasonable judgment on the matters to be discussed. 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.
Article 21 the notice of the general meeting of shareholders shall include the following contents:
(I) time, place and duration of the meeting;
(II) the date of equity registration of shareholders entitled to attend the general meeting of shareholders;
(III) if the matters and proposals submitted to the meeting for consideration involve changes to the matters involved in the resolution of the previous general meeting of shareholders, the complete contents of the proposal shall be published;
(IV) explain in obvious words: all ordinary shareholders (including preferred shareholders whose voting rights have been restored) have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to be the shareholder of the company;
(V) time, place and method of equity registration;
(VI) the time and place of service of the power of attorney for voting;
(VII) name and telephone number of permanent contact person for conference affairs;
(VIII) voting time and procedures by network or other means.
Article 22 the date of equity registration and the date of on-site meeting in the notice of the general meeting of shareholders shall be trading days, and the interval shall not be less than 2 working days and not more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Article 23 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 make an announcement and explain the reasons at least 2 trading days before the originally scheduled date. 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.
Chapter IV convening of the general meeting of shareholders
Article 24 the company shall convene the general meeting of shareholders at the company’s domicile or at the place specified in the articles of association. The company shall set up a venue for convening the general meeting of shareholders, which shall be held in the form of on-site meeting. In addition to the on-site meeting voting, the online voting service of the general meeting of shareholders shall be provided to shareholders 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. The on-site meeting of the general meeting of shareholders of a listed company shall be held on the trading day, and the end time of the on-site meeting shall not be earlier than the end time of online voting.
Article 25 If the shareholders’ meeting of the company adopts online voting, the voting time and voting procedures shall be clearly stated in the notice of the shareholders’ meeting.
The starting time of online or other voting at the general meeting of shareholders shall not be changed
