Shanghai Sk Automation Technology Co.Ltd(688155)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company” or “the company” or “listed company”) and the shareholders of the company, ensure the legitimacy of the procedures and resolutions of the general meeting of shareholders, and improve the efficiency of the 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”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) National laws, regulations and normative documents such as the rules for the general meeting of shareholders of listed companies, (hereinafter referred to as the “rules for the general meeting of shareholders”), the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), as well as the relevant provisions of the articles of association of Shanghai Xianhui Automation Technology Co., Ltd. (hereinafter referred to as the “articles of association”), in combination with the actual situation of the company, These rules of procedure are formulated (hereinafter referred to as “these rules”).
Article 2 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, rules of the general meeting of shareholders 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, the rules of the general meeting of shareholders and the articles of association, and shall not interfere with the exercise of shareholders’ rights.
Article 4 when convening a 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 general meeting of shareholders comply with the provisions of laws, administrative regulations, rules for general meeting of shareholders 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 5 the general meeting of shareholders is the highest authority of the company and exercises the following functions and powers according to law:
(I) determine the company’s business policy and investment plan;
(II) elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors;
(III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors;
(V) review and approve the company’s annual financial budget plan and final account plan;
(VI) review and approve the company’s profit distribution plan and loss recovery plan;
(VII) make resolutions on the increase or decrease of the company’s registered capital;
(VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(x) amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） Review and approve the transaction matters specified in Article 48 and the guarantee matters specified in Article 50 of these rules
（13） To review the purchase and sale of major assets by the company within one year that exceed 30% of the company’s total audited assets in the latest period;
（14） Review the equity incentive plan and employee stock ownership plan;
（15） Review and approve the change of the purpose of the raised funds;
（16） Review and approve transactions between the company and related parties with transaction amount (except for providing guarantee) accounting for more than 1% of the company’s latest audited total assets or market value and exceeding 30 million yuan;
（17） Review other matters that shall be decided by the general meeting of shareholders as stipulated in laws, administrative regulations, departmental rules or the articles of association.
Chapter II convening of the general meeting of shareholders
Article 6 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 six months after the end of the previous fiscal 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 two months from the date of occurrence:
(I) the number of directors is less than the minimum quorum specified in the company law or less than 2 / 3 of the number specified in the articles of Association;
(II) when the company’s outstanding losses reach 1 / 3 of the total paid in share capital;
(III) written request from 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, departmental rules, these rules or the articles of association.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall make relevant explanations to all shareholders, report to the dispatched office of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shanghai stock exchange where the company is located, explain the reasons and make an announcement.
Article 7 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 6 of these rules.
Article 8 the independent directors of the company have 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 disagrees with the convening of 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 shares within five 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 the listed company shall 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 it agrees or disagrees with the convening of 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 five 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 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 five days after the resolution of the board of directors is made. Any change to 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 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 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 five 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 11 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 dispatched office of the CSRC and Shanghai stock exchange where the company is located for the record.
Before the resolution of the general meeting of shareholders is made, the shareholding ratio of the convening shareholders shall not be less than 10%.
The board of supervisors and the convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC and the Shanghai stock exchange where the company is located when issuing the notice of the general meeting of shareholders and 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 apply to the securities registration and clearing institution for obtaining and providing 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 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 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.
Article 15 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 issue a supplementary notice of the general meeting of shareholders within two days after receiving the proposal, and shall 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 these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 16 the list of candidates for directors and supervisors shall be submitted to the shareholders’ meeting for voting in the form of proposals.
(I) the nomination of candidates for directors shall be in the following ways:
1. Nominated by the board of directors of the company;
2. For shareholders who individually or jointly hold more than 3% of the issued shares of the company, the number of candidates nominated shall not be more than the number of directors to be elected or changed.
(II) candidates for independent directors shall be nominated in the following ways:
1. Nominated by the board of directors of the company;
2. Nominated by the board of supervisors of the company;
3. For shareholders who individually or jointly hold more than 1% of the issued shares of the company, the number of candidates nominated shall not exceed the number of independent directors to be elected or changed.
(III) the nomination of candidates for shareholders’ representatives and supervisors shall be in the following ways:
1. Nominated by the board of directors and the board of supervisors of the company;
2. For shareholders who individually or jointly hold more than 3% of the issued shares of the company, the number of candidates nominated shall not be more than the number of supervisors to be elected or changed.
(IV) if the shareholders nominate candidates for directors and supervisors, they shall submit the reasons for nominating candidates for directors and supervisors and the resumes of the candidates to the Secretary of the board of directors in writing 10 days before the general meeting of shareholders. The candidates for directors shall make a written commitment (by any means of notice) before the general meeting of shareholders, agree to accept the nomination, promise that the information disclosed is true and complete, and ensure the effective performance of the duties of directors after being elected. The board of directors shall be responsible for making proposals and submitting them to the general meeting of shareholders; Where supervisors are nominated, the board of directors and the board of supervisors shall be responsible for making proposals and submitting them to the general meeting of shareholders;
(V) employee representative supervisors shall be democratically elected by the company’s employee congress, employee congress or other forms. The election of directors and supervisors of the company (refers to supervisors not held by employee representatives, the same below) adopts a cumulative voting system. The cumulative voting system mentioned in the preceding paragraph refers to that when the general meeting of shareholders elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used centrally.
The operating rules of the cumulative voting system are as follows:
1. When two or more directors or supervisors are elected at the general meeting of shareholders, the cumulative voting system shall be implemented.
2. Before the general meeting of shareholders votes on the candidates for directors or supervisors, the chairman of the general meeting shall clearly inform the shareholders attending the meeting to implement the cumulative voting method for the proposals of candidates for directors or supervisors. The board of directors must prepare votes suitable for the cumulative voting method, and the Secretary of the board of directors shall explain and explain the cumulative voting method and the way of filling in votes.
3. The voting rights of each share held by the shareholders present at the meeting shall be equal to the number of directors or supervisors to be elected. The total number of valid votes held by the shareholders at the time of election shall be equal to the number of shares held by them multiplied by the number of persons to be elected.
4. The general meeting of shareholders shall vote on the candidates in a unified manner during the election. Shareholders can vote for one person in a centralized way or for several people in a decentralized way.
5. If a shareholder votes more than all the valid votes that the shareholder has, the shareholder’s vote is invalid.
6. After the voting, the elected directors or supervisors shall be selected from high to low according to the number of votes obtained by all candidates and limited to the number of directors or supervisors to be elected.
7. The members of the board of directors are elected separately.
8. When the last two or more directors or supervisors who can be elected have the same votes, and the number of elected directors or supervisors is more than the number of directors or supervisors to be elected, the other candidate directors or supervisors who rank before them will be elected, and the last two or more directors or supervisors who have the same votes will be re elected.
9. The elected directors or supervisors shall be selected from high to low according to the votes obtained. If the number of directors or supervisors to be elected cannot be reached after three rounds of election at the general meeting of shareholders, it shall be handled according to the following circumstances:
10. The board of directors shall notify the shareholders of the resumes and basic information of the candidate directors and supervisors.
(1) If the number of elected directors or supervisors is less than the number of directors or supervisors to be elected, the elected candidates for directors or supervisors will be elected automatically. The remaining candidates shall be re elected and voted at the general meeting of shareholders, and the directors or supervisors elected shall be determined in accordance with the above operating rules;
(2) If the minimum number of directors or supervisors specified by the law or the articles of association cannot be reached after three rounds of election at the general meeting of shareholders, the original directors or supervisors cannot leave their posts, and the board of directors shall meet within 15 days to reconvene the general meeting of shareholders and re elect candidates for vacant directors or supervisors. The directors or supervisors elected at the previous general meeting of shareholders shall still be valid, However, his term of office shall be postponed until the number of newly elected directors or supervisors reaches the quorum or the number specified in the articles of association.
In addition to the cumulative voting system, the general meeting of shareholders shall vote on all proposals one by one. Proposals submitted at different times shall be voted on in the same order. If there are different proposals on the same matter, shareholders or their agents shall not vote for different proposals on the same matter at the general meeting of shareholders at the same time. Unless the general meeting of shareholders is suspended or unable to make a resolution due to special reasons such as force majeure, the general meeting of shareholders shall not shelve or refuse to vote on the proposal.
