Estun Automation Co.Ltd(002747)
Rules of procedure of the general meeting of shareholders
(March 2022)
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the shareholders of Estun Automation Co.Ltd(002747) (hereinafter referred to as the "company") and ensure the lawful exercise of functions and powers and the efficiency of proceedings of the general meeting of shareholders, 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 other laws and regulations These rules are formulated in accordance with the relevant provisions of normative documents and Estun Automation Co.Ltd(002747) articles of Association (hereinafter referred to as the "articles of association") and in combination with the actual situation of the company.
Article 2 the general meeting of shareholders is the authority of the company. 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 from time to time. In case of any situation that the extraordinary general meeting of shareholders should be held as stipulated in Article 101 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 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.
Article 6 shareholders attending the general meeting of shareholders shall abide by the provisions of relevant laws, regulations, the articles of association and these rules of procedure, consciously maintain the order of the meeting, and shall not infringe upon the legitimate rights and interests of other shareholders.
Chapter II convening of the general meeting of shareholders
Article 7 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 8 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 9 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 10 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 11 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 filing.
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 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 12 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.
The Secretary of the board of directors shall cooperate with the organization work such as signing the minutes of the meeting, and archive and keep the materials as required.
Article 13 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 III proposal and notice of shareholders' meeting
Article 14 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 15 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.
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 14 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 16 Where a shareholder puts forward an interim proposal for the general meeting of shareholders, there shall be no one of the following circumstances:
(I) the shareholders who put forward the proposal do not meet the requirements of subject qualification such as shareholding ratio;
(II) exceeding the time limit specified in the proposal;
(III) the proposal does not fall within the scope of powers of the general meeting of shareholders;
(IV) there is no clear topic or specific resolution in the proposal;
(V) the content of the proposal violates laws, regulations and relevant provisions of the exchange;
(VI) the content of the proposal does not comply with the provisions of the articles of association.
The shareholders who put forward the interim proposal shall provide the convener with the supporting documents of holding more than 3% of the shares of the company. Where the shareholders jointly submit a proposal through entrustment, the entrusting shareholder shall issue a written authorization document to the entrusted shareholder.
The shareholder or its authorized agent who proposes an interim proposal shall deliver the proposal letter, power of attorney, valid certificate indicating the identity of the shareholder and other relevant documents to the convener within the specified time limit.
The contents of the proposal letter of the interim proposal shall include: the name of the proposal, the specific contents of the proposal, the statement of the proposer that the proposal complies with the rules of the general meeting of shareholders of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the relevant provisions of Shenzhen Stock Exchange, as well as the statement of the proposer to ensure the authenticity of the shareholding supporting documents and power of attorney provided.
If there are no circumstances specified in paragraph 1 of the interim proposal, the convener shall not refuse to submit the interim proposal to the general meeting of shareholders for deliberation. If the name of the new shareholders' meeting or the name of the additional shareholders' proposal shall be disclosed within the specified time of issuing the notice.
If the convener determines that there are circumstances specified in paragraph 1 of the interim proposal, and then determines that the general meeting of shareholders shall not vote on the interim proposal and make a resolution, he shall announce the contents of the relevant interim proposal of shareholders within two days after receiving the proposal, explain the basis and legal compliance of the above determination, and hire a law firm to issue a legal opinion on the relevant reasons and legal compliance and make an announcement.
Article 17 Where a proposal involves investment, property disposal, acquisition and merger, 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, examination and 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 at least five working days before the shareholders' meeting.
Article 18 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.
Article 19 matters involving public offering of shares and other matters that need to be submitted to the CSRC for approval or registration shall be put forward as special proposals.
Article 20 after reviewing and adopting the annual report, the board of directors shall make a resolution on the profit distribution plan, which shall be taken as the proposal of the annual general meeting of shareholders. When the board of Directors proposes the plan of converting capital reserve into share capital, it shall explain in detail the reasons for the conversion and disclose them in the announcement. When announcing the share distribution or capital reserve conversion plan, the board of directors shall disclose the earnings per share and net assets per share before and after the transfer, as well as the impact on the future development of the company. Article 21 Where a certified public accountant issues an explanatory statement, a qualified opinion, an audit report that cannot express an opinion or a negative opinion on the company's financial report, the board of directors of the company shall explain to the general meeting of shareholders the relevant matters that lead to the above opinion and the impact on the company's financial and operating conditions. If the matter has a direct impact on the profits of the current period, the board of directors of the company shall determine the profit distribution plan or the plan for converting the accumulation fund into share capital according to the lower principle.
Article 22 the appointment of an accounting firm shall be proposed by the board of directors and voted by the general meeting of shareholders. When the board of Directors proposes to dismiss or not renew the appointment of an accounting firm, it shall notify the accounting firm in advance and explain the reasons to the general meeting of shareholders. The accounting firm has the right to state its opinions to the general meeting of shareholders.
If the accounting firm proposes to resign, the board of directors shall explain the reasons at the next shareholders' meeting. The resigned accounting firm shall be responsible for attending the general meeting of shareholders in writing or sending someone to explain whether the company is improper to the general meeting of shareholders.
Article 23 the convener shall notify all shareholders in the form of public announcement 20 days before the annual shareholders' meeting is held, and the extraordinary shareholders' meeting shall notify all shareholders in the form of public announcement 15 days before the meeting is held. However, when calculating the starting period, the company shall not include the date of the meeting.
Article 24 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 25 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 details 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 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 26 the notice of the general meeting of shareholders shall specify the time, place and method of the meeting, as well as the convener of the meeting and the date of equity registration, and fully and completely disclose the specific contents of all proposals. The company shall also disclose other information necessary for shareholders to make a reasonable judgment on the matters to be discussed on the website designated by Shenzhen stock exchange no later than the time of issuing the notice of the general meeting of shareholders. The interval between the date of equity registration and the date of the meeting shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Article 27 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. If the company postpones the convening of the general meeting of shareholders, it shall not change the equity registration date of the right to attend the general meeting of shareholders specified in the original notice.
Chapter IV convening of the general meeting of shareholders
Article 28 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 set up a venue and be held in the form of on-site meeting. The time and place of the on-site meeting shall be convenient for shareholders to attend. After the notice of the general meeting of shareholders is issued, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without justified reasons. If the change is really necessary, the convener shall issue a notice and explain the specific reasons at least two trading days before the date of the on-site meeting.
The company shall adopt safe, economical and convenient network and other means to participate in the shareholders' meeting for shareholders
