Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Rules of procedure of the general meeting of shareholders
(draft to be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation)
Chapter I General Provisions
Article 1 in order to regulate the behavior of listed companies and ensure that the general meeting of shareholders exercises 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”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules of the general meeting of shareholders of listed companies and the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) These rules are hereby formulated in accordance with the company’s actual conditions and the provisions of the standards for the governance of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, other relevant laws, regulations, rules and normative documents, as well as the articles of association of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) companies (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, these rules 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 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. 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 2 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 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, 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 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, 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 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 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 9 ordinary shareholders (including preferred shareholders whose voting rights are restored) 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 an extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, ordinary shareholders (including preferred shareholders with voting rights restored) who individually or jointly hold more than 10% of the shares of the company 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. 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. Ordinary shareholders (including preferred shareholders whose voting rights have been restored) 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 on their own.
Article 10 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 Shenzhen stock exchange for the record.
Prior to the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening ordinary shareholders (including the preferred shareholders whose voting rights are restored) shall not be less than 10%.
The board of supervisors and convening shareholders shall submit relevant supporting materials to 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 China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for access 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 necessary for the meeting shall be borne by the company.
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 ordinary shareholders who individually or jointly hold more than 3% of the company’s shares (including preferred shareholders whose voting rights have been restored) 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 13 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 15 the convener shall notify all ordinary shareholders (including preferred shareholders whose voting rights have been restored) in the form of announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders shall notify all ordinary shareholders (including preferred shareholders whose voting rights have been restored) in the form of announcement 15 days before the meeting.
Article 16 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 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 its controlling shareholders and actual controllers;
(III) disclose the number of shares held by the listed 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 specify the time and place of the meeting and specify the date of equity registration. The interval between the equity registration date and the meeting date shall be no less than 2 working days and no more than 7 working days. The on-site meeting date and equity registration date of the general meeting of shareholders shall be the trading day. Once the equity registration date is confirmed, it shall not be changed.
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 make an announcement and explain the reasons at least 2 working days before the originally scheduled date.
Chapter IV convening of the general meeting of shareholders
Article 20 the company shall convene the general meeting of shareholders at the place of its domicile or the place specified in the articles of association. The general meeting of shareholders shall be held in the form of on-site meetings, and shall adopt safe, economic and convenient networks and other means to facilitate shareholders’ participation in the general meeting of shareholders 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.
Article 21 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 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 ordinary shareholders (including preferred shareholders whose voting rights have been restored) 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. If the preferred shareholders do not attend the shareholders’ meeting and their shares have no voting rights, but under any of the following circumstances, the company shall notify the preferred shareholders of the shareholders’ meeting and follow the procedures specified in the company law and the articles of Association for notifying ordinary shareholders. When attending the general meeting of shareholders, the shareholders of preferred shares have the right to vote separately from the shareholders of ordinary shares, and each preferred share they hold has one voting right, but the preferred shares of the company held by the company have no voting right:
(I) amend the contents related to preferred shares in the articles of Association;
(II) reduce the registered capital of the company by more than 10% at one time or in total;
(III) merger, division, dissolution or change of corporate form of the company;
(IV) issuance of preferred shares;
(V) other circumstances stipulated in the articles of association.
Resolutions on the above matters shall be adopted by more than two-thirds of the voting rights held by the shareholders of ordinary shares (including the shareholders of preferred shares with restored voting rights) present at the meeting, and by more than two-thirds of the voting rights held by the shareholders of preferred shares (excluding the shareholders of preferred shares with restored voting rights) present at the meeting.
Article 24 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 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 principal, the nature and number of shares held by the company;
(II) the name and ID number of the trustee;
(III) whether it has the right to vote;
(IV) instructions to vote for, against or abstain from voting on each item included in the agenda of the general meeting of shareholders;
(V) date of issuance and term of validity of the power of attorney;
(VI) 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 26 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 27 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 28 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 29 the convener and the lawyer employed by the company shall jointly verify the legitimacy of the qualification of shareholders and register the shareholders according to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch
