Shenzhen Crastal Technology Co.Ltd(300824)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to clarify the responsibilities and authorities of the shareholders' meeting of Shenzhen Crastal Technology Co.Ltd(300824) (hereinafter referred to as "the company"), standardize its organization and behavior, ensure that the shareholders' meeting exercises its functions and powers according to law, improve the efficiency of the proceedings of the shareholders' meeting, ensure the effectiveness and legality of the procedures and resolutions of the shareholders' meeting, and safeguard the legitimate rights and interests of all shareholders, the company These rules are formulated by normative documents and Shenzhen Crastal Technology Co.Ltd(300824) 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, normative documents, 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.
Article 3 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 meeting. In addition to on-site meeting voting, online voting services shall be provided to shareholders to facilitate shareholders' participation in the general meeting of shareholders. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present. The on-site meeting of the general meeting of shareholders of a listed company shall be held on the trading day, and the end time of the on-site meeting shall not be earlier than the end time of online voting.
Article 4 the company shall adhere to the principle of simplicity when convening the general meeting of shareholders.
Article 5 the board of directors of the company shall earnestly perform its duties, seriously and timely convene and 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.
Chapter II nature and powers of the general meeting of shareholders
Article 6 the general meeting of shareholders is the authority of the company. It shall exercise its functions and powers in accordance with the provisions of the company law, the articles of association and these rules, and shall not interfere with the punishment of shareholders on their own rights.
Article 7 the general meeting of shareholders is composed of all shareholders of the company. When the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the equity, the board of directors or the convener of the general meeting of shareholders shall decide a certain date as the equity registration date, and the shareholders registered on the equity registration date are the shareholders of the company who enjoy relevant rights and interests.
Shareholders shall exercise their voting rights at the general meeting of shareholders according to the number of shares they hold on the equity registration date of the general meeting of shareholders. Chapter III convening of the general meeting of shareholders
Article 8 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 extraordinary general meeting of shareholders shall be held within 2 months:
(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 one-third of the total paid in share capital;
(III) at the request of shareholders who individually or jointly hold more than 10% of the company's shares;
(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 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 China Securities Regulatory Commission (hereinafter referred to as "CSRC") and Shenzhen stock exchange where the company is located, explain the reasons and make an announcement.
Article 9 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.
Article 10 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 8 of these rules.
Article 11 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 12 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 13 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 14 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. At the same time, it shall be filed with the dispatched office of the CSRC and the stock exchange where the company is located.
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%.
When issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC and the stock exchange where the company is located.
Article 15 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. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders.
Article 16 for the shareholders' meeting convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company.
Chapter IV proposals of the general meeting of shareholders
Article 17 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 18 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, within 2 days after receiving the proposal, issue a supplementary notice of the general meeting of shareholders (referring to the relevant information disclosure contents published on the media meeting the conditions prescribed by the CSRC and the website of the stock exchange) and announce the contents of the interim proposal.
Except for the circumstances specified in 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.
After the convener issues the notice of the general meeting of shareholders, the proposals listed in the notice of the general meeting of shareholders shall not be cancelled without justified reasons. If the proposal really needs to be cancelled, the convener shall make an announcement and explain the reasons at least 2 working days before the originally scheduled date.
Article 19 the list of candidates for directors and supervisors shall be submitted to the shareholders' meeting for voting in the form of proposals.
The methods and procedures for nomination of directors and supervisors are as follows: (I) shareholders and the board of directors who individually or jointly hold more than 3% of the company's shares may put forward proposals for candidates for non independent directors to the general meeting of shareholders, and shareholders, the board of directors and the board of supervisors who individually or jointly hold more than 1% of the company's shares may put forward proposals for candidates for independent directors to the general meeting of shareholders;
(II) shareholders and the board of supervisors who individually or jointly hold more than 3% of the company's shares may put forward a proposal to the general meeting of shareholders on candidates for supervisors who are not employee representatives. Employee representative supervisors shall be democratically nominated and elected by the company's employees through the employee representative meeting, the employee meeting or other forms.
Candidates for directors and supervisors shall conduct self-examination to see whether they meet the conditions for holding their posts, and issue a written letter of commitment to accept the nomination, promising that the information provided is true, accurate, complete and in line with the conditions for holding their posts, so as to ensure the practical performance of their duties after being elected. If a candidate does not agree to be nominated, the convener of the meeting shall not submit the candidate to the general meeting of shareholders for election. When shareholders propose candidates for directors and supervisors, they shall check whether the candidates are qualified and the detailed information provided by the candidates.
When proposing candidates for directors and supervisors, shareholders shall submit a complete written proposal to the convener of the general meeting of shareholders. The content of the proposal shall fully disclose the detailed information of candidates for directors and supervisors, including at least the following contents: (I) personal information such as educational background, work experience and part-time job;
(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. If the cumulative voting method is adopted to elect directors, the voting of independent directors and non independent directors shall be conducted separately.
Article 20 for proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 17 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Chapter V notice of shareholders' meeting
Article 21 the convener shall notify all shareholders 20 days before the annual general meeting and 15 days before the extraordinary general meeting.
When calculating the starting period, the company shall not include the date of the meeting.
Article 22 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.
Article 23 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals, as well as 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 the notice or supplementary notice of the general meeting of shareholders is issued.
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 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 24 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, especially in the company's shareholders, actual controllers and other units;
(II) whether there is any relationship with the company or shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company;
(III) disclose the number of shares held by the company;
(IV) whether they have been punished by the CSRC and other relevant departments and the stock exchange;
(V) whether there are any circumstances in which the company law, other laws and regulations, regulatory authorities and other regulations prohibit him from serving as a director or supervisor.
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 25 the date of equity registration and the date of on-site meeting in the notice of the general meeting of shareholders shall be trading days, and the interval shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Article 26 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 VI identity confirmation and registration of shareholders attending the general meeting of shareholders
Article 27 all shareholders or their agents registered on the equity registration date have the right to attend the general meeting of shareholders and exercise their voting rights in accordance with relevant laws, regulations, normative documents, the articles of association and these rules. Shareholders may attend the shareholders' meeting in person or entrust agents to attend and vote on their behalf.
Article 28 If an individual shareholder attends the meeting in person, he shall attend the meeting in person
