Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Rules of procedure of the general meeting of shareholders
catalogue
Chapter I General Provisions Chapter II convening of the general meeting of shareholders 2 Chapter III proposal and notice of the general meeting of shareholders Chapter IV convening of the general meeting of shareholders Chapter V voting at the general meeting of shareholders 8 Chapter VI meeting minutes 13 Chapter VII Supplementary Provisions fourteen
Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Rules of procedure of the general meeting of shareholders
general provisions
Article 1 in order to ensure the normal order and efficiency of the general meeting of shareholders of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (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”) and the securities law of the people’s Republic of China These rules are formulated in accordance with the provisions of laws, regulations and normative documents such as the rules for the general meeting of shareholders of listed companies and the articles of association of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 the company shall hold the general meeting of shareholders in strict accordance with laws and regulations, the rules for the general meeting of shareholders of listed companies, the articles of association and the relevant provisions of 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 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 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. Under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence:
(I) the number of directors is less than 2 / 3 of the number specified in the company law or the articles of Association; (II) when the company’s outstanding losses reach 1 / 3 of the total paid in share capital;
(III) at the request of shareholders who individually or jointly hold more than 10% of the shares of the company;
(IV) when the board of directors deems it necessary;
(V) when the board of supervisors proposes to hold a meeting;
(VI) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 5 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 the 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, the articles of association and these rules;
(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 convening of the general meeting of shareholders
Article 7 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 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 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.
For the general meeting of shareholders convened by the board of supervisors, the expenses necessary for the meeting shall be borne by the company.
Article 10 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.
For the general meeting of shareholders convened by shareholders themselves, the expenses necessary for the meeting shall be borne by the company.
Article 11 Where 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 file with the stock exchange at the same time.
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 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 for any purpose other than convening the general meeting of shareholders.
Chapter III proposal and notice of shareholders’ meeting
Article 13 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 14 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 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 general meeting of shareholders or do not comply with the provisions of Article 13 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 15 the board of directors of the company shall take the best interests of the company and shareholders as the code of conduct and examine the proposals of the general meeting of shareholders in accordance with Article 13 of these rules.
Article 16 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.
Article 17 the notice and supplementary 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 shareholders have the right to attend the general meeting of shareholders and can entrust a proxy in writing to attend the meeting and vote. The proxy need not be a shareholder of the company; (IV) the equity registration date of shareholders entitled to attend the general meeting of shareholders. The interval between the equity registration date and the meeting date shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed; (V) name and telephone number of permanent contact person for conference affairs.
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.
Article 19 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 20 candidates for directors and supervisors shall be nominated according to the following procedures and regulations:
(I) the board of directors and shareholders who individually or jointly hold more than 3% of the total voting shares of the company have the right to propose candidates for directors (excluding independent directors, the same below in this article). The board of supervisors and shareholders who individually or jointly hold more than 3% of the total voting shares of the company have the right to propose candidates for supervisors (excluding supervisors held by employee representatives, the same below);
(II) the proposer shall provide the resume, basic information and relevant supporting materials of the candidate to the board of directors, and the board of directors shall review the proposal. The proposal that meets the provisions of laws, regulations and the articles of association shall be submitted to the general meeting of shareholders for discussion. For the proposal that does not meet the above provisions, it shall be explained and explained at the general meeting of shareholders;
(III) the employee representative supervisor shall be nominated by the company’s trade union and democratically elected by the employee congress, the employee congress or other forms;
(IV) the nomination methods and procedures of independent directors shall be implemented in accordance with laws, regulations, relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and the independent director system adopted by the general meeting of shareholders of the company.
Article 21 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 notify and explain the reasons at least 2 working days before the scheduled date.
Chapter IV convening of the general meeting of shareholders
Article 22 the board of directors and other conveners shall take necessary measures to ensure the normal order of the general meeting of shareholders. Measures will 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 23 the company shall convene the general meeting of shareholders at its domicile or other places determined by the board of directors.
Article 24 the general meeting of shareholders shall set up a venue and be held in the form of on-site meeting, and shall provide convenience for shareholders to participate in the general meeting of shareholders through safe, economic and convenient network or other means in accordance with laws, administrative regulations, CSRC or the articles of association. 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. When a shareholder entrusts another person to attend on his behalf, only one person can be entrusted as his agent. Article 25 the company shall clearly specify the voting time and voting procedures by network or other means 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. on the day before the on-site general meeting of shareholders, and shall not be later than 9:30 a.m. on the day when the on-site general meeting of shareholders is held, and its ending time shall not be earlier than 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
Article 26 all ordinary 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.
Article 27 shareholders shall present their stock account card, ID card or other valid certificates or certificates that can indicate their identity to the shareholders’ meeting. The proxy shall also submit the power of attorney of the shareholder and the valid ID card of the individual.
Article 28 the convener and the lawyer employed by the company shall jointly verify the legitimacy of the qualification of shareholders according to the register of shareholders provided by the securities registration and clearing institution, and register the names of shareholders and the number of voting shares they hold. The registration of the meeting shall be terminated before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the total number of voting shares held.
Article 29 when the company holds a general meeting of shareholders, all directors, supervisors and the Secretary of the board of directors shall attend the meeting, and the CEO and other senior managers shall attend the meeting as nonvoting delegates.
Article 30 the general meeting of shareholders shall be presided over by the chairman. When the chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.
The general meeting of shareholders convened by the board of supervisors shall be presided over by the chairman of the board of supervisors. If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, he shall be jointly elected by more than half of the supervisors
