Sichuan Tianyi Comheart Telecom Co.Ltd(300504)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to protect the rights and interests of the company and shareholders, standardize the convening, convening and voting mechanism of the company's general meeting of shareholders, and ensure that all shareholders of the company fairly and legally exercise shareholders' rights and perform shareholders' obligations, 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 and other laws and administrative regulations Normative documents and the Sichuan Tianyi Comheart Telecom Co.Ltd(300504) articles of Association (hereinafter referred to as the "articles of association"), and formulate the rules of procedure of Sichuan Tianyi Comheart Telecom Co.Ltd(300504) general meeting of shareholders (hereinafter referred to as the "rules").
Article 2 the company shall hold 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 of the company 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 the event that the extraordinary general meeting of shareholders shall be held according to Article 100 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 local office of the CSRC and the stock exchange where the company's shares are listed and traded (hereinafter referred to as the "Stock Exchange"), 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.
Chapter II convening of the general meeting of shareholders
Article 6 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 7 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; The shareholders' meeting shall be announced and the reasons for disapproval shall be explained. Article 8 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 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 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 9 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 10 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 the stock exchange for the record.
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 or convening shareholders shall submit relevant supporting materials to the 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 11 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.
Article 12 for the general meeting of shareholders 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 13 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 14 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 13 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 15 the convener shall notify all shareholders in the form of announcement 20 days before the annual shareholders' meeting is held, and the extraordinary shareholders' meeting shall notify all shareholders in the form of announcement 15 days before the meeting is held.
The aforesaid notice period of the meeting does not include the date of the meeting.
Article 16 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.
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 17 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 18 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 19 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 IV convening of the general meeting of shareholders
Article 20 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. The company will also provide online voting 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. Shareholders may attend the shareholders' meeting in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization.
Article 21 if the general meeting of shareholders of the company 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 online voting time of the trading system of Shenzhen stock exchange is the trading time of Shenzhen Stock Exchange on the day of the general meeting of shareholders. The Internet voting system starts voting at 9:15 a.m. on the day of the shareholders' meeting and ends at 3:00 p.m. on the day of the end of the on-site shareholders' meeting.
Article 22 the board of directors and other conveners shall take necessary measures to ensure the normal order of the general meeting of shareholders. Measures shall be taken to stop the acts of interfering with the general meeting of shareholders, making trouble and infringing upon the legitimate rights and interests of shareholders, and timely report to the relevant departments for investigation and punishment.
Article 23 all shareholders or their agents registered on the equity registration date shall have the right to attend the general meeting of shareholders, and the company and the convener shall not refuse for any reason.
Article 24 shareholders shall present their stock account cards, ID cards or other valid certificates or certificates that can indicate their identity to the shareholders' meeting. The proxy shall also submit the power of attorney of the shareholder and the valid ID card of the individual.
If individual shareholders attend the meeting in person, they shall show their ID card or other valid certificates or certificates that can indicate their identity, such as stock account card; Those who attend the meeting on behalf of others shall also show their valid ID card and power of attorney of shareholders.
The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he / she shall show his / her ID card and valid certificate proving his / her qualification as legal representative; If an agent is entrusted to attend the meeting, the agent shall also present his ID card and the written power of attorney issued by the legal representative of the legal person shareholder unit according to law.
The shareholders of limited partnership shall be represented at the meeting by the executive partner or the executive partner. If the executive partner or the executive partner appoints a representative to attend the meeting, he / she shall show his / her ID card and valid certificate proving his / her qualification as a representative. If a shareholder of a limited partnership entrusts an agent to attend the meeting, the agent shall present his ID card and the written power of attorney issued by the executive partner or the representative appointed by the executive partner according to law.
Article 25 the convener and the lawyer employed by the company will jointly verify the legitimacy of the shareholder's qualification according to the register of shareholders provided by the securities registration and clearing institution, and register the name of the shareholder and the number of voting shares held by the shareholder. The registration of the meeting shall be terminated before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the total number of voting shares held.
Article 26 when the company holds a general meeting of shareholders, all directors, supervisors and the Secretary of the board of directors shall attend the meeting, and the general manager and other senior managers shall attend the meeting as nonvoting delegates.
Article 27 the general meeting of shareholders shall be presided over by the chairman. When the chairman is unable or fails to perform his duties, the vice chairman (if any) shall perform his duties; If the vice chairman (if any) is unable to perform his duties or fails to perform his duties or does not have a vice chairman, it shall be presided over by a director jointly elected by more than half of the directors.
The general meeting of shareholders convened by the board of supervisors shall be presided over by the chairman of the board of supervisors. When the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.
The general meeting of shareholders convened by the shareholders themselves shall be presided over by the representative elected by the convener.
When convening the general meeting of shareholders, if the chairman of the meeting violates these rules and makes it impossible for the general meeting of shareholders to continue, the general meeting of shareholders may elect one person to act as the chairman of the meeting and continue the meeting with the consent of more than half of the shareholders with voting rights attending the general meeting of shareholders.
Article 28 the general meeting of shareholders shall exercise 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 guarantee matters specified in Article 42 of the articles of Association;
（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） 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.
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