Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to ensure the normal order and efficiency of the shareholders’ meeting of Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as the company), improve the governance level and work efficiency of the company, 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) These rules are formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the rules for the general meeting of shareholders of listed companies, the guidelines for the governance of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange and the Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) articles of Association (hereinafter referred to as the articles of association).
Article 2 the general meeting of shareholders of the company is composed of all shareholders and is the highest authority of the company.
Article 3 when convening the general meeting of shareholders, the company shall hire a lawyer to give 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.
Article 4 when the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the equity, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Chapter II functions and powers of the general meeting of shareholders
Article 5 the general meeting of shareholders shall make decisions on major matters in accordance with the provisions of the company law and the articles of association. Article 6 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association, and shall not interfere with the disposal of shareholders’ rights.
Article 7 the general meeting of shareholders shall exercise the following functions and powers 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） Review and approve the guarantee matters specified in Article 42 of 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 employee stock ownership plan or equity incentive 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.
Article 8 on the premise of ensuring the interests of the company and all shareholders, the general meeting of shareholders authorizes the board of directors to exercise some functions and powers in accordance with the principle of scientific and efficient decision-making. The rights that must be exercised by the general meeting of shareholders according to laws, regulations or the articles of association shall not be authorized to be exercised by the board of directors.
Chapter III convening of the general meeting of shareholders
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 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 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 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 five 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 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 five 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 five 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 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 and report to the dispatched office of 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%.
When issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC and Shenzhen stock exchange where the company is located.
Article 13 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 on the equity registration date, the convener may apply to the securities registration and clearing institution for obtaining the relevant 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 14 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the company. Chapter IV proposal and notice of shareholders’ meeting
Article 15 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 16 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 company’s shares 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 two days after receiving the proposal and announce the contents of the interim proposal.
Except for the circumstances specified in the preceding paragraph, after issuing the notice and announcement of the general meeting of shareholders, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals.
For proposals that are not listed in the notice of the shareholders’ meeting or do not comply with the provisions of the articles of association, the shareholders’ meeting shall not vote and make resolutions.
Article 17 when the company holds an annual general meeting or an extraordinary general meeting, the convener shall notify the shareholders of the company by public announcement 20 or 15 days before the meeting (excluding the day of the meeting).
Article 18 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.
The board of directors shall review the interim proposal proposed by the proposing shareholders, and the proposal of the general meeting of shareholders shall meet the following conditions:
(I) the content complies with the relevant provisions of laws, administrative regulations and the articles of Association;
(II) falling within the scope of powers of the general meeting of shareholders;
(III) there are clear topics and specific resolutions;
Article 19 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 ordinary shareholders have the right to attend the general meeting of shareholders, and can entrust a proxy in writing to attend and vote at the meeting. 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.
Where relevant proposals require the opinions of independent directors and recommendation institutions, the opinions of independent directors and recommendation institutions shall be disclosed at the latest when the notice of the general meeting of shareholders is issued.
Article 20 if the general meeting of shareholders adopts the Internet or other means, the voting time and voting procedures of the Internet or other means shall be clearly stated in the notice of the general meeting of shareholders. The time of voting through the trading system network is the trading time on the day of the general meeting of shareholders; Voting through the Internet voting system starts at 9:15 a.m. on the day of the shareholders’ meeting and ends at 3:00 p.m. on the day of the end of the on-site shareholders’ meeting.
Article 21 the interval between the date of equity registration and the date of the meeting shall not be more than seven working days. Once the equity registration date is determined, it shall not be changed.
Article 22 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 detailed information of the candidates for directors and supervisors, including at least the following contents:
(I) education background, work experience, part-time job and other personal information;
(II) whether there is any relationship with the company or the controlling shareholder and actual controller of the company;
(III) disclose the number of shares held by the company;
(IV) 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 23 after the notice of the shareholders’ meeting is issued, the board of directors shall not change the time of the shareholders’ meeting except for force majeure or other accidents; If it is really necessary to change the holding time of the general meeting of shareholders due to force majeure, the equity registration date of shareholders entitled to attend the meeting shall not be changed.
After the notice of the general meeting of shareholders is issued, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without justified reasons. If the change is really necessary, the convener shall make an announcement at least two trading days before the date of the on-site meeting and explain the reasons. 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 at least two working days before the original date of the meeting and explain the reasons.
Article 24 If an emergency occurs during the shareholders’ meeting, which makes the meeting unable to be held normally, the company shall immediately report to Shenzhen Stock Exchange, explain the reasons and disclose the relevant information.
Chapter V convening of the general meeting of shareholders
Article 25 the company shall adhere to the principle of simplicity when convening the general meeting of shareholders, and shall not give additional economic benefits to shareholders (or agents) attending the meeting.
Article 26 the board of directors and other conveners of the company shall take necessary measures to ensure the normal order of the general meeting of shareholders. Measures shall be taken to stop the acts of interfering with the general meeting of shareholders, making trouble and infringing upon the legitimate rights and interests of shareholders, and timely report to relevant departments for investigation and punishment.
Article 27 all shareholders or their agents registered on the equity registration date shall have the right to attend the general meeting of shareholders, and the company and the convener shall not refuse for any reason.
Shareholders may attend the shareholders’ meeting in person or entrust agents to attend and vote on their behalf.
Article 28 If an individual shareholder attends the meeting in person, he shall show his ID card or other valid certificates or certificates that can indicate his identity and stock account card; Those who entrust others to attend the meeting shall show their valid ID card and power of attorney of shareholders.
The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he / she shall show his / her ID card and valid certificate proving his / her qualification as legal representative; If an agent is entrusted to attend the meeting, the agent shall present his ID card and the written power of attorney issued by the legal representative of the legal person shareholder unit according to law.
Article 29 the power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall specify the following contents:
(I) name of agent;
(II) whether the agent has the right to vote;
(III) instructions to vote for, against or abstain from voting on each item included in the agenda of the general meeting of shareholders;
(IV) date of issuance and term of validity of the power of attorney;
(V) signature (or seal) of the client. If the principal is a legal person shareholder, it shall be stamped with the seal of the legal person. Article 30 the power of attorney shall indicate whether the shareholder’s agent can vote according to his own will if the shareholder does not give specific instructions.
Article 31 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to sign shall be notarized
