Sichuan Tianwei Electronic Co.Ltd(688511)
Detailed rules for the implementation of online voting at the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to standardize the voting mechanism of the general meeting of shareholders of Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as the “company”) and protect the legitimate rights and interests of investors, these rules are hereby formulated in accordance with the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies of CSRC and other relevant laws, administrative regulations, rules, normative documents and the provisions of Sichuan Tianwei Electronic Co.Ltd(688511) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the online voting system of the company’s general meeting of shareholders (hereinafter referred to as “online voting system”) as mentioned in these Rules refers to the information technology system used by Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) to provide services for the company’s shareholders to exercise their voting rights at the general meeting of shareholders off-site by using network and communication technology. The online voting system of Shanghai stock exchange includes the following voting platforms:
(I) voting platform of trading system;
(II) Internet voting platform (website: vote. Sseinfo. Com).
Article 3 when convening the general meeting of shareholders, the company shall provide online voting methods to shareholders in accordance with relevant regulations, fulfill the obligations of notice and announcement related to the general meeting of shareholders, and do a good job in the organization and preparation of online voting of the general meeting of shareholders.
Article 4 where the company provides online voting for shareholders, it shall, in accordance with the requirements of the guidelines on the format of relevant temporary announcements of the Shanghai Stock Exchange, use the announcement preparation software of the Shanghai Stock Exchange to prepare the relevant announcements of the general meeting of shareholders and disclose them in accordance with the provisions. Article 5 if the company holds a general meeting of shareholders and provides online voting to shareholders, shareholders who are registered on the equity registration date of the general meeting of shareholders and have the right to attend the meeting and exercise their voting rights are entitled to exercise their voting rights through the online voting system. For the same voting right, only one of on-site, network or other voting methods can be selected.
Article 6 the company may sign a service agreement with Shanghai Stock Exchange Information Network Co., Ltd. (hereinafter referred to as “information company”) designated by Shanghai Stock Exchange, entrust the information company to provide online voting services for the company’s general meeting of shareholders, and clarify the service contents and corresponding rights and obligations.
Chapter II preparations for online voting
Article 7 where the company provides online voting for shareholders, it shall prepare the notice of convening the general meeting of shareholders in accordance with Article 4 of these rules, which shall contain the following information related to online voting:
(I) type and session of the general meeting of shareholders;
(II) time of on-site and online voting;
(III) types of shareholders attending the meeting;
(IV) equity registration date or last trading date;
(V) proposals to be considered;
(VI) online voting process;
(VII) other online voting information that needs to be specified.
Article 8 in case of any of the following circumstances, the convener of the general meeting of shareholders shall timely prepare corresponding announcements and supplementary disclosure of relevant information in accordance with Article 4 of these rules:
(I) postponement or cancellation of the general meeting of shareholders;
(II) add temporary proposals;
(III) cancel the proposals listed in the notice of the general meeting of shareholders;
(IV) supplement or correct online voting information.
Article 9 if the company adopts the cumulative voting system to elect directors and supervisors, the candidates shall be listed according to the following proposal groups in the notice and announcement of the general meeting of shareholders and submitted for voting:
(I) candidates for non independent directors;
(II) candidates for independent directors;
(III) supervisor candidates.
Article 10 when the company submits and discloses the announcements specified in Articles 7 and 8 of these rules through the electronic information disclosure system of Shanghai Stock Exchange, it shall check, confirm and ensure the accuracy and completeness of the submitted online voting information. Article 11 two trading days before the general meeting of shareholders is held, the company shall provide the information company with all shareholders’ data registered on the equity registration date, including shareholders’ names, shareholders’ account numbers, number of shares held, etc. There shall be at least two trading days between the equity registration date of the general meeting of shareholders and the start date of online voting.
Article 12 the company shall log in to the information service platform of listed companies of Shanghai Stock Exchange (website: list. Sseinfo. Com) on the trading day before the voting start date of the general meeting of shareholders, Check and confirm the accuracy and completeness of online voting information again.
Article 13 according to the relevant rules, if the nominal holders of the following shares need to solicit the voting opinions of the actual holders in advance to exercise their voting rights, they can entrust the information company to solicit the voting opinions of the general meeting of shareholders through the voting opinions collection system (website: www.sseinfo. Com), Solicit the actual holders’ voting opinions on the matters to be considered at the general meeting of shareholders:
(I) a securities company holding a guaranteed securities account for credit transactions of margin customers;
(II) China Securities Finance Co., Ltd. (hereinafter referred to as “SFC”) holding the refinancing guarantee securities account;
(III) qualified foreign institutional investors (QFII);
(IV) Hong Kong Central Clearing Co., Ltd. (hereinafter referred to as “HKSCC”) holding the shares of Shanghai Stock connect;
(V) other nominal holders of shares recognized by the CSRC and the Shanghai Stock Exchange.
The solicitation time is 9:15-15:00 on the trading day (solicitation day) before the voting start date of the general meeting of shareholders.
Chapter III methods and procedures of online voting
Article 14 Where the company uses the online voting system of Shanghai Stock Exchange to provide online voting for shareholders, the on-site general meeting of shareholders shall be held on the trading day of Shanghai Stock Exchange.
Article 15 if the shareholders of the company vote through the voting platform of the trading system of Shanghai Stock Exchange, they can log in to the trading terminal of the securities company designated by them through the shareholder account and participate in online voting. The time for online voting through the voting platform of the trading system of Shanghai Stock Exchange is the trading time period of Shanghai Stock Exchange on the day of the general meeting of shareholders.
Article 16 shareholders of the company who vote through the Internet voting platform of Shanghai stock exchange can log in to the Internet voting platform of Shanghai Stock Exchange and participate in online voting after handling shareholder identity authentication. The time for online voting through the Internet voting platform of Shanghai Stock Exchange is 9:15-15:00 on the day of the general meeting of shareholders.
Article 17 shareholders of the company shall enter the corresponding voting interface to vote according to their types of shareholders. The number of voting rights exercisable by shareholders holding multiple shareholder accounts is the sum of the number of shares of the same class held in all shareholder accounts under their names.
Article 18 the company shall confirm whether multiple shareholder accounts are held by the same shareholder according to the following registration information provided by the securities registration and settlement institution:
(I) information of one code through securities account;
(II) name of shareholders;
(III) valid certificate number.
The registration information specified in the preceding paragraph shall be subject to the information contained on the equity registration date.
Article 19 except for the cumulative voting system, the shareholders’ meeting shall vote on all proposals one by one.
If there are different proposals on the same matter, voting shall be conducted according to the chronological order of the proposals. The shareholders attending the general meeting of shareholders shall clearly express their consent, objection or abstention on the proposal submitted for voting. However, the nominal holders of Shares specified in Article 13 of these Rules shall exercise their voting rights according to the different voting opinions of the actual holders collected on the same proposal in accordance with the relevant rules.
Article 20 shareholders holding multiple shareholder accounts may participate in online voting through any of their shareholder accounts. After voting, it shall be deemed that all shares of the same class under the shareholder’s account have voted for the same opinion respectively.
If a shareholder holding multiple shareholder accounts votes repeatedly through multiple shareholder accounts, the voting opinions of the same class of shares under all shareholder accounts shall be subject to the first voting results of each class of shares. Article 21 shareholders attending the general meeting of shareholders shall have the same number of election votes as the number of directors or supervisors to be elected under each proposal group for each share of the proposal adopting the cumulative voting system. The number of election votes owned by shareholders can be concentrated on one candidate or several candidates.
Shareholders shall vote within the limit of the number of election votes of each proposal group. If the number of election votes cast by a shareholder exceeds the number of election votes it has, or if the number of votes cast in the differential election exceeds the number of votes to be elected, its election votes for the proposal shall be deemed invalid.
Shareholders holding multiple shareholder accounts can participate in online voting through any of their shareholder accounts. The number of election votes they have is calculated based on the total number of shares of the same class under all their shareholder accounts.
Article 22 where securities companies and securities companies as nominal holders of shares exercise their voting rights through the online voting system of Shanghai Stock Exchange, they shall go through the margin trading and refinancing voting platform of information company (website: www.sseinfo. Com) Exercise voting rights. The voting time is 9:15-15:00 on the day of the shareholders’ meeting.
Article 23 Where qualified foreign institutional investors (QFII) as nominal holders of shares exercise their voting rights through the online voting system of the Shanghai Stock Exchange as stipulated in Article 13 of these rules, their specific voting operations shall be implemented in accordance with the relevant provisions of the Shanghai Stock Exchange.
Article 24 If the Hong Kong clearing company, as a nominal holder of shares, exercises its voting rights through the online voting system of the Shanghai Stock Exchange, as stipulated in Article 13 of these rules, it shall be implemented in accordance with the implementation rules for online voting at the general meeting of shareholders of listed companies on the Shanghai Stock Exchange, the implementation guidelines for Hong Kong Central Clearing Co., Ltd. to participate in online voting of listed companies on Shanghai Stock connect and other relevant rules.
Article 25 If the same voting right is voted repeatedly through on-site, online voting platform of Shanghai Stock Exchange or other means, the first voting result shall prevail.
Chapter IV statistics and query of online voting results
Article 26 If a shareholder only votes on part of the proposals of the general meeting of shareholders online, it shall be deemed to attend the general meeting of shareholders, and its voting rights shall be included in the calculation of the voting rights held by the shareholders attending the general meeting of shareholders. If the shareholder fails to vote or fails to meet the requirements of the detailed rules, the number of voting rights held by him shall be calculated according to the waiver.
Article 27 after the online voting of the general meeting of shareholders is completed, according to the entrustment of the company, the information company will send the statistical results of online voting and relevant details to the company after obtaining the online voting data through the online voting system of Shanghai Stock Exchange.
If the company entrusts the information company to provide the combined statistical service of on-site voting and online voting results, it shall send the on-site voting data to the information company in time. After the information company completes the consolidated statistics, it sends the online voting statistics, on-site voting statistics, consolidated vote counting statistics and relevant details to the company.
Article 28 under any of the following circumstances, the information company shall provide the company with all voting records of relevant proposals, and the company shall count the voting results of the general meeting of shareholders in accordance with relevant regulations, the articles of association and the voting rules disclosed in the relevant announcements of the general meeting of shareholders:
(I) shareholders who need to avoid voting or promise to give up their voting rights participate in online voting;
(II) the general meeting of shareholders has different proposals for the same matter.
Article 29 If the company needs to separately count and disclose the attendance and voting of small and medium-sized investors, it can entrust the information company to provide corresponding classified statistics services.
Article 30 the company and the lawyers employed by the company shall confirm the compliance of the voting data and finally form the voting results of the general meeting of shareholders; Any objection to the voting data shall be submitted to the Shanghai Stock Exchange and the information company in time.
Article 31 after the conclusion of the general meeting of shareholders, the convener shall prepare the announcement of the resolution of the general meeting of shareholders in accordance with Article 4 of these rules and disclose it in time.
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the voting of shareholders other than the following shareholders shall be counted separately and disclosed in the announcement of the resolution of the general meeting of shareholders:
(I) directors, supervisors and senior managers of the company;
(II) shareholders who individually or jointly hold more than 5% of the company’s shares.
Article 32 on the second day after the on-site voting of the general meeting of shareholders, shareholders can go through the website of the information company (website: www.sseinfo. Com) And query their own valid voting results according to the methods specified on the website. Chapter V supplementary provisions
Article 33 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of association.
Article 34 The term “above” mentioned in these detailed rules includes this number.
Article 35 the power of interpretation of these rules belongs to the board of directors of the company.
Article 36 the detailed rules shall come into force on the date of deliberation and adoption by the general meeting of shareholders, and the amendment shall also be deliberated and amended by the general meeting of shareholders.
Sichuan Tianwei Electronic Co.Ltd(688511) March 25, 2022
