Hc Semitek Corporation(300323)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to standardize the company’s behavior 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) and the rules for the general meeting of shareholders of listed companies These rules are formulated in accordance with the provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and Hc Semitek Corporation(300323) articles of Association (hereinafter referred to as the articles of association).
Chapter II functions and powers of the general meeting of shareholders
Article 2 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
(I) investment plan and operation policy of the company;
(II) elect and replace directors and supervisors not held by employee 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 shares, convertible corporate bonds and ordinary bonds by the company;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of company 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 guarantee matters specified in Article 3;
（13） To review the purchase and sale of major assets by the company within one year that exceed 30% of the company’s latest audited total assets;
（14） Review and approve the change of the purpose of the raised funds;
（15） Review the equity incentive plan and employee stock ownership plan;
（16） The annual general meeting of shareholders of the company may authorize the board of directors to decide to issue shares with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the latest year to specific objects, and the authorization shall expire on the date of the next annual general meeting of shareholders;
（17） Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
The general meeting of shareholders shall exercise its functions and powers within the scope prescribed by the law and the articles of association, and shall not interfere with the punishment of shareholders on their own rights.
Article 3 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months; (V) the guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) any guarantee provided after the total external guarantee of the company exceeds 30% of the latest audited total assets;
(VIII) other guarantees stipulated by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) or the articles of association and external guarantee system.
When the board of directors deliberates the guarantee, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors. When the general meeting of shareholders deliberates on the guarantee in Item 5 of the preceding paragraph, it must be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
When the general meeting of shareholders deliberates the proposal to provide guarantee for shareholders, actual controllers and their related parties, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Where the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which falls under the circumstances of items (I) to (III) and (V) of the preceding paragraph, it may be exempted from submitting to the general meeting of shareholders for deliberation, unless otherwise stipulated in the articles of association. Chapter III convening of the general meeting of shareholders
Article 4 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting.
Article 5 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.
Article 6 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence:
(I) the number of directors is less than 2 / 3 of the number specified in the company law or 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 total shares of the company; (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 or the articles of association.
The number of shares held in Item (III) above shall be calculated according to the date on which the shareholder puts forward a written request.
Article 7 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Articles 5 and 6 of these rules.
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 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 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.
Within 5 days after the shareholders’ meeting is changed, the consent of the shareholders’ meeting shall be obtained from the notice of the original shareholders’ meeting. 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 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 Shenzhen stock exchange for the record.
During the period from the issuance of the notice of the general meeting of shareholders to the end of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%.
The board of supervisors or convening shareholders shall submit relevant supporting materials to the 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 will provide the register of shareholders on the equity registration date. 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.
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 IV 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.
Article 16 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 17 after reviewing and adopting the annual report, the board of directors shall make a resolution on the profit distribution plan as a proposal of the annual general meeting of shareholders. When the board of directors puts forward the plan of converting capital reserve into share capital, it shall explain in detail the reasons for the conversion. When the board of directors announces the plan of share distribution or conversion of capital reserve into share capital, it shall explain 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 18 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 the accounting firm, it shall notify the accounting firm 15 days 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. Article 19 the convener shall notify all shareholders in the form of public announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders shall notify all shareholders in the form of public announcement 15 days before the meeting.
Article 20 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 21 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) whether there are circumstances in which they are not allowed to be nominated as directors and supervisors; Whether the qualifications meet the requirements of laws, administrative regulations, departmental rules, normative documents, listing rules, other rules of Shenzhen Stock Exchange and the articles of Association;
(II) educational background, work experience, part-time job and other information, especially the work of shareholders, actual controllers and related parties holding more than 5% of the voting shares of the company, as well as the employment of directors, supervisors and senior managers in other institutions in the past five years;
(III) whether it is related to the company or its controlling shareholders and actual controllers, whether it is related to shareholders holding more than 5% of the voting shares of the company and their actual controllers, and whether it is related to other directors, supervisors and senior managers of the company;
(IV) the number of shares held by the listed company;
(V) whether it has been subject to administrative punishment by the CSRC, public condemnation by the stock exchange or criticism in more than three circulars in the past three years, whether it has been placed on file for investigation by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion yet. If so, the convener shall disclose the specific circumstances of the above-mentioned situation of the candidate, the reasons for selecting the candidate, whether it has an impact on the standardized operation and corporate governance of the listed company, and the company’s countermeasures;
(VI) whether the candidate has been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the name list of dishonest Executees by the people’s court. If so, the convener shall disclose the specific circumstances of the candidate’s dishonesty, the reasons for selecting the candidate, whether it has an impact on the standardized operation and corporate governance of the listed company, and the company’s countermeasures.
If the board of directors and the board of supervisors verify the qualifications of candidates and find that they do not meet the qualifications, they shall require the nominees to revoke the nomination of the candidates.
When electing two or more directors and supervisors, the company shall adopt the cumulative voting system. If the cumulative voting method is adopted to elect directors, the voting of independent directors and non independent directors shall be conducted separately.
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 an agent to attend the meeting and vote. The agent of the shareholder does not need to be the shareholder of the company;
(IV) the equity registration date of shareholders entitled to attend the general meeting of shareholders. The interval between the equity registration date and the date of the meeting shall not be less than 2 working days and not more than 7 working days. Once the equity registration date is confirmed
