Guangdong Kitech New Material Holding Co.Ltd(300995)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to ensure that the general meeting of shareholders of Guangdong Kitech New Material Holding Co.Ltd(300995) (hereinafter referred to as the “company”) exercises its functions and powers according to law, these rules are formulated in accordance with the provisions of 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 Guangdong Kitech New Material Holding Co.Ltd(300995) 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, 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 carefully 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 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 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 dispatched office of the CSRC and the stock exchange where the company is located, explain the reasons and make an announcement.
Chapter II convening of the general meeting of shareholders
Article 5 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 6 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.
Article 7 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 8 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 9 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 filing at the same time.
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 Shenzhen 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 10 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 11 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 12 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 13 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 2 days after receiving the 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 12 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 14 Where a shareholder puts forward an interim proposal for the general meeting of shareholders, there shall be no one of the following circumstances:
(I) the shareholders who put forward the proposal do not meet the requirements of subject qualification such as shareholding ratio;
(II) exceeding the time limit specified in the proposal;
(III) the proposal does not fall within the scope of powers of the general meeting of shareholders;
(IV) there is no clear topic or specific resolution in the proposal;
(V) the content of the proposal violates laws and regulations and relevant provisions of the exchange;
(VI) the content of the proposal does not comply with the provisions of the articles of association.
The shareholders who put forward the interim proposal shall provide the convener with the supporting documents of holding more than 3% of the shares of the company. Where the shareholders jointly submit a proposal through entrustment, the entrusting shareholder shall issue a written authorization document to the entrusted shareholder.
The shareholder or its authorized agent who proposes an interim proposal shall deliver the proposal letter, power of attorney, valid certificate indicating the identity of the shareholder and other relevant documents to the convener within the specified time limit.
The contents of the proposal letter of the temporary proposal shall include: the name of the proposal, the specific contents of the proposal, the statement of the proposer that the proposal complies with the rules of the general meeting of shareholders of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the relevant provisions of the exchange, as well as the statement of the proposer to ensure the authenticity of the shareholding certificate and power of attorney provided.
If there are no circumstances specified in paragraph 1 of the interim proposal, the convener shall not refuse to submit the interim proposal to the general meeting of shareholders for deliberation. The convener shall issue a supplementary notice of the general meeting of shareholders within the specified time, disclosing the name of the shareholders who put forward the interim proposal, the shareholding ratio and the specific contents of the new proposal.
If the convener determines that there are circumstances specified in paragraph 1 of the interim proposal, and then determines that the general meeting of shareholders shall not vote on the interim proposal and make a resolution, he shall announce the contents of the relevant interim proposal of shareholders within two days after receiving the proposal, explain the basis and legal compliance of the above determination, and hire a law firm to issue a legal opinion on the relevant reasons and legal compliance and make an announcement.
If the amendment to the proposal or the supplementary opinion to be issued by the lawyer shall not be included in the amendment to the proposal or the amendment to the resolution of the shareholders’ meeting at the same time, and the amendment to the proposal shall not be made in accordance with the provisions of Article 15. If the amendment to the proposal or the supplementary opinion to be issued by the lawyer shall not be included in the amendment to the proposal or the amendment to the resolution of the shareholders’ meeting at the same time.
If a proposal is substantially revised, the relevant change shall be regarded as a new proposal and shall not be voted at this shareholders’ meeting.
Article 16 the convener shall notify all shareholders 20 days before the annual general meeting and 15 days before the extraordinary general meeting.
Article 17 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 of the general meeting of shareholders and the supplementary notice shall fully and completely disclose the specific contents of all proposals, as well as all materials or explanations required to enable the shareholders to make a 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.
If the general meeting of shareholders adopts communication or other means, the voting time and voting procedures of communication or other means shall be clearly stated in the notice of the general meeting of shareholders.
If the general meeting of shareholders adopts Internet or other means, the specific voting time and voting procedures shall be implemented in accordance with the relevant provisions of Shenzhen Stock Exchange on online voting.
The interval between the date of equity registration and the date of the meeting shall not be more than 7 working days.
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 will 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 an actual relationship between the controlling shareholder or the related party of the company;
(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 issue a notice at least 2 trading days before the original date of the meeting, stating the specific reasons for the delay or cancellation. If the shareholders’ meeting is postponed, the date of the postponed meeting shall be announced in the notice.
Chapter IV convening of the general meeting of shareholders
Article 20 the company shall convene the general meeting of shareholders at its domicile or other places specified in the notice of the general meeting of shareholders.
The general meeting of shareholders will be held in the form of on-site meeting. The company can adopt safe, economical and convenient network or other ways 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.
Article 21 all shareholders or their agents registered on the equity registration date shall have the right to attend the general meeting of shareholders. And exercise voting rights in accordance with relevant laws, regulations and the articles of association.
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 22 the board of directors and other conveners of the company will take necessary measures to ensure the normal order of the general meeting of shareholders. Measures will 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 relevant departments for investigation and punishment.
Article 23 If an individual shareholder attends the meeting in person, he / she shall present his / her ID card or other valid certificates or certificates that can indicate his / her identity and shareholding certificates; Those who accept the entrustment to attend the meeting on behalf of others shall 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 present his ID card and the written power of attorney issued by the legal representative of the legal person shareholder unit according to law.
Article 24 the power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall specify the following contents:
(I) the name of the agent;
(II) whether it has the right to vote;
(III) instructions to vote for, against or abstain from voting on each item included in the agenda of the general meeting of shareholders;
(IV) date of issuance and term of validity of the power of attorney;
(V) signature (or seal) of the client. If the principal is a legal person shareholder, it shall be stamped with the seal of the legal person. Article 25 the power of attorney shall indicate whether the shareholder’s agent can vote according to his own will if the shareholder does not give specific instructions.
Article 26 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to sign shall be notarized. The notarized power of attorney or other authorization documents and the power of attorney of voting proxy shall be placed at the company’s domicile or other places specified in the notice of convening the meeting.
If the principal is a legal person, its legal representative or the person authorized by the resolution of the board of directors or other decision-making body shall attend the general meeting of shareholders of the company as a representative.
Article 27 the company shall be responsible for making the meeting register of the participants. The name of the conference is the name of the meeting (name of the unit), the ID number, the address of the domicile, the number of shares held or represented, the name of the agent, or the name of the unit.
Article 28 the convener will review the legal status of shareholders according to the register of shareholders
