Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to further clarify the responsibilities and authorities of the general meeting of shareholders of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as “the company”), standardize the operation of the general meeting of shareholders, improve the efficiency of the general meeting of shareholders, ensure the legitimacy of the procedures and resolutions of the general meeting of shareholders, and better safeguard the legitimate rights and interests of the shareholders of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) These rules are formulated in accordance with the rules of the general meeting of shareholders of listed companies, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the provisions of the Blue Sail Medical Co.Ltd(002382) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 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 irregularly. In case of the circumstances that the extraordinary general meeting of shareholders shall be held as stipulated in 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 Shandong regulatory bureau of China Securities Regulatory Commission and Shenzhen Stock Exchange, explain the reasons and make an announcement.
Article 3 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies 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 4 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association, and shall not interfere with the disposal of shareholders’ rights.
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, the articles of association and these rules;
(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 functions and powers of the general meeting of shareholders
Article 6 the general meeting of shareholders is the 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 and its annexes;
（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 the related party transactions between the company and related parties with a transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s net assets reviewed in the latest period;
（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.
Article 7 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(I) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the company’s total external guarantee exceeds 30% of the latest audited total assets;
(III) the guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets;
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other guarantees stipulated by Shenzhen Stock Exchange or the articles of association.
Chapter III authorization of the general meeting of shareholders
Article 8 matters that should be decided by the general meeting of shareholders in accordance with laws, regulations and the articles of association must be deliberated by the general meeting of shareholders, and shall not be exercised by the board of directors or other institutions and individuals in the form of authorization, so as to ensure the decision-making power of the shareholders of the company on these matters.
Article 9 in order to ensure and improve the soundness and efficiency of the company’s daily operation, the general meeting of shareholders grants the approval authority to the board of directors on foreign investment, acquisition and sale of assets, loan approval, asset mortgage, external guarantee, entrusted financial management, related party transactions, external donation and other transactions within the following scope:
(I) review and approve the external guarantees of the company other than those specified in Article 7 of these rules;
(II) review and approve the following non related party transactions:
1. The total assets involved in the transaction are within the limit of less than 50% (excluding 50%) of the company’s latest audited total assets. If the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data; However, if the company purchases or sells major assets within one year or the guarantee amount exceeds 30% of the company’s latest audited total assets, it shall be submitted to the general meeting of shareholders for deliberation according to regulations;
2. If the net assets involved in the subject matter of the transaction (such as equity) are within the limit of less than 50% (excluding 50%) of the company’s latest audited net assets, and the total assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
3. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for less than 50% (excluding 50%) of the audited operating income of the company in the latest fiscal year;
4. The relevant net profit of the transaction object (such as equity) in the latest fiscal year accounts for less than 50% (excluding 50%) of the audited net profit of the company in the latest fiscal year;
5. The transaction amount of the subject matter of the transaction (including debts and expenses) is within the limit of less than 50% (excluding 50%) of the company’s latest audited net assets;
6. The profit generated from the transaction is within the limit of less than 50% (excluding 50%) of the audited net profit of the company in the latest fiscal year. The “transaction” mentioned in this item includes the following matters:
(1) Purchase or sale of assets;
(2) Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
(3) Provide financial assistance (including entrusted loans);
(4) Provide guarantee (including guarantee for holding subsidiaries);
(5) Leased in or leased out assets;
(6) Entrusted or entrusted management of assets and businesses;
(7) Donated or donated assets;
(8) Reorganization of creditor’s rights or debts;
(9) Transfer or transfer of R & D projects;
(10) Sign a license agreement.
(11) Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
(12) Other transactions recognized by Shenzhen Stock Exchange.
The above purchased and sold assets do not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement.
(III) review and approve the following connected transactions:
1. Related party transactions between the company and related natural persons with a transaction amount of more than 300000 yuan but less than the condition of “transaction amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets”;
2. Related party transactions with the amount of transactions between the company and related legal persons exceeding 3 million yuan and accounting for more than 0.5% of the absolute value of the company’s latest audited net assets, but not meeting the conditions of “transaction amount exceeding 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets”.
In addition to the matters mentioned in the “transaction” in the preceding paragraph, the “transaction” mentioned in this item also includes the following matters:
(1) Purchase of raw materials, fuel and power;
(2) Selling products and commodities;
(3) Providing or receiving labor services;
(4) Entrusted or entrusted sales;
(5) Deposit and loan business;
(6) Joint investment with related parties;
(7) Other matters that may cause the transfer of resources or obligations through agreement.
When the board of directors votes on connected transactions, the withdrawal and voting procedures of connected directors are as follows:
1. Affiliated directors do not participate in voting and count votes.
2. When the board of directors makes a resolution on related party transactions, it must be adopted by more than half of the non related directors.
If the above transaction amount is within the scope of the deliberation authority of the board of directors, the board of directors may authorize the chairman of the board of directors to review and approve in accordance with the provisions of the articles of association. If it exceeds any of the above deliberation standards of the board of directors, it shall be submitted to the general meeting of shareholders for deliberation and approval. For the guarantee matters within the authority of the board of directors, in addition to the approval of more than half of all directors, it shall also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors and made a resolution, and disclosed to the public in a timely manner.
The company’s external guarantee shall not be authorized to the chairman or president for approval.
Chapter IV convening procedures of the general meeting of shareholders
Section 1 convening of the general meeting of shareholders
Article 10 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 2 of these rules.
Article 11 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 12 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 13 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 convening 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 14 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 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 and the 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 15 for the general meeting of shareholders convened by the board of supervisors or shareholders, the board of directors and the Secretary of the board of directors shall cooperate, provide necessary support and timely perform the obligation of information disclosure. 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, after the company becomes a listed company, the convener may apply to the securities registration and clearing institution for acquisition on the strength of the relevant announcement of the notice of convening the general meeting of shareholders. The register of shareholders shall not be used for any purpose other than that of the convener of the general meeting of shareholders.
Article 16 for the shareholders’ meeting convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company. The convener shall hire a lawyer to issue legal opinions in accordance with Article 5 of these rules, and the relevant expenses shall be borne by the company.
Section II proposal and notice of shareholders’ meeting
Article 17 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 18 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 (excluding the day of the meeting). The convener shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal, and the company needs to
