Jiangxi Sanxin Medtec Co.Ltd(300453)
Rules of procedure of the general meeting of shareholders (March 2022)
Chapter I General Provisions
Article 1 in order to regulate the behavior of Jiangxi Sanxin Medtec Co.Ltd(300453) (hereinafter referred to as “the company”) and ensure that the general meeting of shareholders of the company can exercise its functions and powers according to law, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) These rules are formulated in accordance with the provisions of the rules for the general meeting of shareholders of listed companies, the Jiangxi Sanxin Medtec Co.Ltd(300453) articles of Association (hereinafter referred to as the “articles of association”) and other laws, regulations and normative documents.
Article 2 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations 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 shall exercise 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 within six months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held from time to time. 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 two 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 China Securities Regulatory Commission (hereinafter referred to as the CSRC) and Shenzhen stock exchange where the company is located, explain the reasons and make an announcement. Article 5 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: (I) whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, these rules and the articles of Association;
(II) whether the qualifications of the participants and the convener are legal and valid;
(III) whether the voting procedure of the meeting is legal and effective;
(IV) legal opinions on other relevant issues at the request of the company.
Chapter II nature and powers of the general meeting of shareholders
Article 6 the general meeting of shareholders is the highest authority of the company.
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） Consider and approve the following guarantees:
1. The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
2. Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
3. The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
4. The guarantee amount exceeds 30% of the latest audited total assets of the company within 12 consecutive months;
5. Within 12 consecutive months, the guarantee amount exceeds 50% of the latest audited net assets of the company and the absolute amount exceeds 50 million yuan;
6. Guarantees provided to shareholders, actual controllers and their affiliates;
7. Other guarantees stipulated by Shenzhen Stock Exchange or 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） To review the related party transactions with the amount of more than 30 million yuan and accounting for more than 5% of the company’s latest audited net asset value (except the provision of guarantee);
（15） Review and approve the change of the purpose of the raised funds;
（16） Review the employee stock ownership plan or equity incentive plan;
（17） To consider the acquisition of shares of the company due to the reduction of registered capital and merger with other companies holding shares of the company;
（18） 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.
Chapter III 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 after obtaining the consent of more than half of all independent directors, 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 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 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 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 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 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 stock exchange 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%.
The board of supervisors and convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and Issuing the announcement of the resolution of the general meeting of shareholders.
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, 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 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 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 and announce the contents of the interim 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 15 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 17 for the interim proposal mentioned in the preceding article, the board of directors shall review the interim proposal according to the following principles: the board of directors shall review the interim proposal. If the matters involved in the interim proposal are directly related to the company and do not exceed the scope of authority of the general meeting of shareholders specified in laws, regulations and the articles of association, they shall be submitted to the general meeting of shareholders for discussion. Those that do not meet the above requirements shall not be submitted to the general meeting of shareholders for discussion. If the board of directors decides not to submit the shareholders’ Interim proposal to the shareholders’ meeting for voting, it shall explain and explain it at the shareholders’ meeting.
Article 18 the appointment of an accounting firm by the company must be decided by the general meeting of shareholders, and the board of directors shall not appoint an accounting firm before the decision of the general meeting of shareholders. When the company dismisses or no longer renews the accounting firm, it shall notify the accounting firm in advance in accordance with the provisions of the articles of association. When the shareholders’ meeting of the company votes on the dismissal of the accounting firm, the accounting firm is allowed to state its opinions.
If the accounting firm proposes to resign, it shall explain to the general meeting of shareholders whether there is any improper situation in the company.
Article 19 the board of directors shall provide each shareholder (or shareholder’s agent), director, supervisor and other senior managers with a document including the agenda, meeting proposal, relevant background information and voting votes for the topics considered at the general meeting of shareholders, so as to ensure that the participants can understand the contents of the discussion and make accurate judgment. If the proposing shareholder presides over the general meeting of shareholders by himself, the proposing shareholder shall provide documents and materials according to the above requirements. Article 20 the convener shall notify all shareholders in the form of announcement 20 days before the annual shareholders’ meeting is held, and the extraordinary shareholders’ meeting shall notify all shareholders in the form of announcement 15 days before the meeting is held. When calculating the starting time limit, it shall not include the date of the meeting.
Article 21 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 its controlling shareholders and actual controllers;
(III) disclose the number of shares held by the company;
(IV) whether the securities exchange and other relevant departments have been punished.
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 22 the notice of the shareholders’ meeting shall specify the time and place of the meeting and determine the date of equity registration. The interval between the date of equity registration and the date of the meeting shall not be 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 working days before the originally scheduled date.
Chapter V convening of the general meeting of shareholders
Article 24 the general meeting of shareholders of the company shall set up a venue and be held in the form of on-site meeting. The time and place of the on-site meeting shall be convenient for shareholders to attend. 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 issue a notice and explain the specific reasons at least two trading days before the date of the on-site meeting.
The company shall provide convenience for shareholders to participate in the general meeting of shareholders by means of online voting. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
Article 25 shareholders may attend the general meeting of shareholders in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization.
Article 26 the power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall contain the following contents:
(I) the name of the agent;
(II) whether it 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 27 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.
If the general meeting of shareholders adopts network or other means, the voting time and voting procedures of network or other means shall be clearly stated in the notice of the general meeting of shareholders. The time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on the day of the on-site general meeting. The time of voting through the Internet system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on the day of the on-site general meeting.
Article 28 the board of directors and other conveners shall take necessary measures to guarantee the shares
