Leyard Optoelectronic Co.Ltd(300296)
Rules of procedure of the general meeting of shareholders
Leyard Optoelectronic Co.Ltd(300296)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to regulate the behavior of Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as the "company") 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 (hereinafter referred to as the "rules for the general meeting of shareholders") These rules of procedure are formulated in accordance with the provisions of the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem and the Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as the "articles of Association").
Article 2 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, rules of general meeting of shareholders, articles of association and these rules of procedure, so as to ensure that shareholders can exercise their rights according to law.
Article 3 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. Chapter II general provisions of the general meeting of shareholders
Article 5 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;
（11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） To consider and approve the guarantees, financial assistance and major transactions stipulated in Articles 6, 7 and 8 of these rules of procedure;
（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; Or the mortgage, pledge, sale or scrapping of the company's main business assets exceeds 30% of the assets at one time;
（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 the related party transactions between the company and related parties with an 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 (except the provision of guarantee); The company may be exempted from submitting to the general meeting of shareholders for deliberation in accordance with the provisions of this article in case of the following related party transactions with related parties:
1. The company participates in public bidding and public auction for unspecified objects (excluding restricted methods such as bidding invitation); 2. Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc;
3. The pricing of related party transactions is stipulated by the state;
4. The related parties provide funds to the listed company, and the interest rate is not higher than the loan interest rate standard for the same period stipulated by the people's Bank of China;
5. The company provides products and services to directors, supervisors and senior managers under the same trading conditions as non related persons;
（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 functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 6 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 amount of guarantee provided by 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) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
(V) the guarantee amount of the company within 12 consecutive months exceeds 30% of the company's latest audited total 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.
If 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 belongs to items 1 to 3 of this article, it may be exempted from submitting to the general meeting of shareholders for deliberation.
Article 7 the following financial assistance activities of the company shall be examined and approved by the general meeting of shareholders, except for those funded to holding subsidiaries within the scope of the company's consolidated statements and with a shareholding ratio of more than 50%:
(I) provide financial assistance to the funded objects whose asset liability ratio exceeds 70% in the latest audit; (II) the amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company's latest audited net assets;
(III) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 8 major transactions that meet the following standards (except the provision of guarantee and financial assistance) must be deliberated and approved by the general meeting of shareholders:
(I) the total assets involved in the transaction account for more than 50% of the company's total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
(II) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
(III) the related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(IV) the transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 50 million yuan;
The absolute amount exceeds 5million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 9 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.
Article 10 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence:
(I) when the number of directors is less than 2 / 3 of the number specified in the company law or the articles of association, that is, the number of members of the board of directors is less than 5;
(II) when the company's outstanding losses reach 1 / 3 of the total paid in share capital;
(III) at the request of shareholders who individually or jointly hold more than 10% of the 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.
Article 11 the place where the company holds the general meeting of shareholders is the place of domicile of the company or the place designated in the notice of convening the general meeting of shareholders.
The general meeting of shareholders will 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 one of the above ways, he shall be deemed to be present. All shareholders registered on the equity registration date of the general meeting of shareholders have the right to exercise their voting rights through the online voting system of the general meeting of shareholders, but the same share can only choose one of on-site voting and online voting. If the company participates in the general meeting of shareholders through the Internet, the company will confirm the legitimacy and validity of the shareholder identity through the trading system of the stock exchange or the Internet voting system.
Article 12 when the company holds the general meeting of shareholders, a lawyer shall be employed 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 of procedure;
(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 III convening of the general meeting of shareholders
Article 13 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 will 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 will explain the reasons and make a public announcement.
Article 14 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 will 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 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 15 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 16 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 file with the stock exchange at the same time.
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 the stock exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
Article 17 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.
Article 18 the expenses necessary for the shareholders' meeting convened by the board of supervisors or shareholders shall be borne by the company. Chapter IV proposal and notice of shareholders' meeting
Article 19 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 20 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. If the shareholders put forward an interim proposal before the shareholders' meeting, the convener shall issue a supplementary notice of the shareholders' meeting within 2 days after receiving the proposal, announce the contents of the interim proposal, and disclose the names of the shareholders who put forward the interim proposal, the shareholding ratio and the contents of the new proposal.
Except for the circumstances specified in 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 19 of these rules of procedure, the general meeting of shareholders shall not vote and make resolutions.
Article 21 the convener will notify all shareholders in the form of announcement 20 days before the annual general meeting of shareholders, and the notice of the extraordinary general meeting of shareholders will be sent to shareholders in the form of announcement 15 days before the meeting. 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.
When calculating the starting period, the company does not include the date of the meeting.
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 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 notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals. If the matters to be discussed need the opinions of independent directors, the notice or supplementary notice of the general meeting of shareholders shall be issued
