Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to standardize the corporate governance structure of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) (hereinafter referred to as “the company”), ensure that shareholders exercise their rights according to law and ensure the efficient, stable, orderly and standardized operation of the general meeting of shareholders, in accordance with the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules and other relevant laws and regulations These rules are formulated in accordance with the relevant provisions of normative documents and Shandong Dongyue Organosilicon Materials Co.Ltd(300821) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company shall convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, the articles of association and these rules to ensure that shareholders can exercise their rights according to law.
Article 3 the board of directors of the company shall earnestly perform its duties and seriously and timely organize the general meeting of shareholders. The board of supervisors of the company shall earnestly perform its duties and convene and preside over the extraordinary general meeting of shareholders when necessary. All directors and supervisors of the company shall be diligent and responsible to ensure the normal convening of the general meeting of shareholders and the exercise of their functions and powers according to law.
Article 4 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association. The general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. The general meeting of shareholders shall be held within 6 months after the end of the previous accounting year. The extraordinary general meeting of shareholders shall be held irregularly. In case of the following circumstances, the extraordinary general meeting of shareholders shall be held within 2 months:
(I) the number of directors is less than 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, rules or the articles of association.
The number of shares held in Item (III) above shall be calculated according to the date on which the shareholder makes a written request.
If the company is unable to hold the general meeting of shareholders within the above-mentioned period, after the company is listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”), it shall report to the dispatched office of CSRC and Shenzhen stock exchange where the company is located, explain the reasons and make an announcement.
Article 5 when the shareholders’ meeting is held, a lawyer will be hired to give legal opinions on the following issues and make an announcement:
(I) whether the convening and convening procedures of the general meeting of shareholders 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 procedures and results of the general meeting of shareholders are legal and effective;
(IV) legal opinions on other issues at the request of the company.
Chapter II convening of the general meeting of shareholders
Article 6 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 7 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, put forward written feedback in favor or disapproval of convening 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 disapproves of convening an extraordinary general meeting of shareholders, it shall explain the reasons and make a public announcement. Article 8 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 disapproves of convening 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 9 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 it agrees or disapproves of convening 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 disapproves of convening an extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, the shareholders who individually or jointly hold 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 5 days after receiving the request. The change of 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 10 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 report to the Shenzhen 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 or convening shareholders shall submit relevant supporting materials to the Shenzhen 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 11 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 12 for the general meeting of shareholders convened by the board of supervisors or shareholders, the expenses required for the meeting shall be borne by the company. Chapter III proposal and notice of shareholders’ meeting
Article 13 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. The proposal shall be submitted in writing or delivered to the board of directors of the company.
Article 14 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.
Within 2 days after receiving the notice of supplementary contents of the shareholders’ meeting, the convener of the proposal shall issue the notice of supplementary contents.
Except for the circumstances specified in the preceding article, 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 resolution of the shareholders’ meeting is not in accordance with the provisions of Article 13, the proposal shall not be voted and shall not be carried out without the notice of the shareholders’ meeting.
Article 15 the convener shall notify all shareholders by public announcement or other means 20 days before the annual general meeting of shareholders is held, and the extraordinary general meeting of shareholders shall notify all shareholders by public announcement or other means 15 days before the meeting is held.
When calculating the starting period, the company shall not include the date of the meeting.
Article 16 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific contents of the proposal and all 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 the notice or supplementary notice of the general meeting of shareholders is issued.
Article 17 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) 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 18 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 equity registration date of shareholders who have the right to attend the general meeting of shareholders (the interval between the equity registration date and the meeting date shall be no more than 7 working days, and at least 2 trading days from the start date of online voting. 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 19 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 announce and explain the reasons at least 2 working days before the originally scheduled date. If the shareholders’ meeting is postponed, the postponed date shall be announced in the notice.
Chapter IV convening of the general meeting of shareholders
Article 20 the company shall convene the general meeting of shareholders at the place where the company is domiciled or at the place specified in the notice of the general meeting of shareholders.
The general meeting of shareholders shall set up a venue and be held in the form of on-site meeting. The company shall, in accordance with laws, administrative regulations, the provisions of the CSRC or the articles of association, adopt a safe, economic and convenient network or other means to facilitate the general meeting of shareholders. If a shareholder effectively votes on any proposal of the general meeting of shareholders for more than one time through the online voting system or participates in the general meeting of shareholders through the above methods, he shall be deemed to be present.
Article 21 if the general meeting of shareholders of the company 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 for online voting through the trading system of Shenzhen stock exchange is the trading time on the day of the general meeting of shareholders; The Internet voting system starts at 9:15 a.m. on the day when the shareholders’ meeting is held, and ends at 3:00 p.m. on the day when the on-site shareholders’ meeting ends. 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.
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 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 the relevant departments for investigation and punishment.
Article 23 all shareholders or their agents registered on the equity registration date have the right to attend the general meeting of shareholders. The company or the convener shall not refuse for any reason, and have the right to exercise their voting rights in accordance with relevant laws, administrative regulations, rules and the articles of association.
Article 24 If an individual shareholder attends the meeting in person, he shall attend the general meeting of shareholders with his stock account card, personal ID card or other valid certificates or certificates that can indicate his identity. The proxy shall also submit the power of attorney of the shareholder and the valid ID card of the individual.
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 25 the power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall specify 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. The power of attorney shall indicate whether the agent can vote according to his own will if the shareholder does not give specific instructions. Article 26 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. The notarized power of attorney or other authorization documents and the power of attorney of voting proxy shall be placed at the company’s domicile or other places specified in the notice of convening the meeting.
If the principal is a legal person, its legal representative or the person authorized by the resolution of the board of directors or other decision-making body shall attend the general meeting of shareholders of the company as a representative.
Article 27 the company shall be responsible for making the meeting register of the participants. The name of the conference is the name of the meeting (name of the unit), the ID number, the address of the domicile, the number of shares held or represented, the name of the agent, or the name of the unit.
Article 28 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 general manager and other senior managers shall attend the meeting as nonvoting delegates.
Article 29 the general meeting of shareholders shall be presided over by the chairman. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties; If 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. When the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.
The general meeting of shareholders convened by the shareholders themselves shall be presided over by the representative elected by the convener.
When the general meeting of shareholders is held, the meeting
