Quakesafe Technologies Co.Ltd(300767)
Rules of procedure of the general meeting of shareholders
(March 2022 Amendment)
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of all shareholders of Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as the "company"), ensure the standardized and efficient operation of the general meeting of shareholders of the company and ensure that shareholders exercise their functions and powers equally and effectively, according to 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 (revised in 2019) (hereinafter referred to as the "Securities Law") These rules are formulated in accordance with the rules for the general meeting of shareholders of listed companies (revised in 2014) (hereinafter referred to as the "rules for the general meeting of shareholders"), the guidelines for the governance of listed companies (revised in 2018), the Quakesafe Technologies Co.Ltd(300767) articles of Association (hereinafter referred to as the "articles of association") and other relevant national laws and regulations.
Article 2 the general meeting of shareholders of the company is composed of all shareholders. The general meeting of shareholders is the power organ 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 convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies, 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.
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 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 procedures and results of the meeting are legal and valid;
(IV) legal opinions on other relevant issues at the request of the company.
Chapter II general provisions of the general meeting of shareholders
Article 5 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 6 when the company holds the general meeting of shareholders, 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.
Article 7 shareholders of the company have the following rights to attend the general meeting of shareholders:
(I) preside over, attend or appoint shareholders' proxies to attend the general meeting of shareholders according to law and exercise corresponding voting rights;
(II) supervise the operation of the company and put forward suggestions or questions;
(III) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(IV) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
In order to control the process of the meeting, maintain the order of the meeting, save meeting time and improve the efficiency of proceedings, shareholders should follow the following principles when speaking or asking questions at the general meeting of shareholders:
1. If a shareholder requests to speak at the general meeting of shareholders, it shall register with the Secretariat of the general meeting of shareholders before the general meeting of shareholders is held. The order of speaking shall be handled according to the principle of speaking first for those who hold more shares and speaking first for those who register first. In the process of convening the shareholders' meeting, when shareholders temporarily request to speak or raise questions on relevant issues, they shall first make a supplementary registration with the Secretariat of the meeting and may speak or raise questions only with the permission of the chairman of the meeting.
2. When speaking, shareholders shall first report the amount of shares they hold and present valid certificates to the Secretariat of the general meeting.
3. Each shareholder's speech shall be concise and comprehensive, and the speech time shall not exceed five minutes unless approved by the chairman of the general meeting.
4. The chairman, general manager, financial officer and supervisor of the company shall be responsible for answering the questions raised by shareholders. The time for answering questions should not be too long. It's best to control it within five minutes.
5. Proposals listed in the general meeting of shareholders shall be deliberated and discussed by shareholders before voting. When the annual general meeting of shareholders is held, if the shareholders have important opinions on the proposal during the deliberation, the board of directors can propose an amendment after reconsideration.
6. When voting at the general meeting of shareholders, shareholders will no longer speak at the general meeting.
Article 8 shareholders of the company shall undertake the following obligations when attending the general meeting of shareholders:
(I) abide by laws, administrative regulations and the articles of Association;
(II) not interfere with or influence others in exercising their voting rights;
(III) other obligations required by laws, administrative regulations and the articles of association.
Article 9 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 10 before the company holds the general meeting of shareholders, the board of directors shall place the following materials at the proposed meeting address for shareholders' inspection:
(I) proposals to be submitted to the general meeting of shareholders for deliberation;
(II) the contracts and specific conditions of major transactions such as merger, reorganization and repurchase of shares to be considered by the general meeting of shareholders, as well as the explanations and explanations made by the board of directors on the causes and consequences of the above matters;
(III) the interest relationship between the matters to be considered at the general meeting of shareholders and any director, supervisor, manager or other senior managers, the nature and degree of interest, and the impact of such interest on shareholders other than the above-mentioned persons;
(IV) other information or explanations that the board of Directors considers helpful for shareholders to make a wise decision on the proposal.
Chapter I convening of the general meeting of shareholders
Article 11 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 the extraordinary general meeting of shareholders within 2 months from the date of occurrence:
(I) the number of directors is less than two-thirds 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 and the articles of association.
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 12 the board of directors shall convene the shareholders' meeting on time within the time limit specified in the preceding article.
Article 13 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 14 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 it agrees or disagrees 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. The change of 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 15 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 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, and shareholders who individually or jointly hold more than 10% of the shares of the company may convene and preside over the general meeting of shareholders by themselves.
Article 16 if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they must notify the board of directors in writing. At the same time, it shall be filed with Shenzhen Stock Exchange.
Before the resolution of the general meeting of shareholders is made or announced according to law, the shareholding ratio of the convening shareholders shall not be less than 10%.
The board of supervisors and the convening shareholders shall submit relevant supporting materials to Shenzhen Stock Exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
Article 17 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 18 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 19 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.
The proposal shall be submitted in writing to the convener of the board of directors or the general meeting of shareholders. If it is necessary to change the matters involved in the resolution of the previous general meeting of shareholders, the contents of the proposal shall be complete and not only the contents of the change shall be listed. Those listed in "other matters" without specific contents shall not be regarded as proposals, and the general meeting of shareholders shall not vote.
If a proposal involving investment, property disposal, acquisition and merger is put forward, the details of the matter shall be fully explained, including the amount involved, price (or valuation method), book value of assets, impact on the company, approval, etc. If it is necessary to conduct asset evaluation, audit or issue an independent financial adviser report in accordance with relevant regulations, the board of directors shall publish the asset evaluation, audit results or independent financial adviser report before the shareholders' meeting. If the board of Directors proposes to change the use of the share offering funds, it shall explain the reasons for changing the use of the share offering funds, the overview of the new project and its impact on the future of the company in the notice of convening the general meeting of shareholders.
Matters involving public offering of shares and other matters that need to be submitted to the CSRC for approval shall be put forward as special proposals.
Article 20 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.
Article 21 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. The contents of the interim proposal shall fall within the scope of the functions and powers of the general meeting of shareholders, with clear topics and specific resolutions.
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 19 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 22 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 period, the company shall not include the date of the meeting.
Article 23 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 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 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.
(VI) voting time and procedures by network or other means.
The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals and all the materials or explanations required to enable the shareholders to make a 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 issuing the notice or supplementary 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 of the on-site general meeting of shareholders, and its ending time shall not be earlier than that of on-site shareholders
