Goldcard Smart Group Co.Ltd(300349)
Rules of procedure of the general meeting of shareholders
(revised in April 2022)
Chapter I General Provisions
Article 1 These rules are formulated 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), the rules for the general meeting of shareholders of listed companies and other relevant provisions in order to standardize the company’s behavior and ensure that the general meeting of shareholders exercises its functions and powers according to law.
Article 2 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 of Goldcard Smart Group Co.Ltd(300349) companies (hereinafter referred to as 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 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 six 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 two months.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to Zhejiang securities regulatory bureau and Shenzhen Stock Exchange, explain the reasons and make an announcement.
Article 5 when a company holds a general meeting of shareholders, it shall hire a lawyer to give legal opinions on the following issues and make a public announcement: (1) whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, the rules for the general meeting of shareholders of listed companies and the articles of Association;
（2） Whether the qualifications of the participants and the convener are legal and valid;
（3） Whether the voting procedures and results of the meeting are legal and valid;
（4） 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 five 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 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 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 shall issue a notice of convening the general meeting of shareholders within five 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 ordinary 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 five days after the resolution of the board of directors is made. Any change to 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 ordinary shareholders who individually or jointly hold 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 five days after receiving the request. The change of 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. Ordinary 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 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 record it at Shenzhen Stock Exchange.
Prior to the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening ordinary shareholders shall not be less than 10%.
The board of supervisors and 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 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 obtaining the register of shareholders 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 listed 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 of ordinary shares 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 two 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 the shareholders of ordinary shares in the form of public announcement 20 days before the annual general meeting is held, and the extraordinary general meeting shall notify the shareholders of ordinary shares in the form of public announcement 15 days before the meeting is held.
Article 16 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 17 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:
（1） Education background, work experience, part-time job and other personal information;
（2） Whether there is an associated relationship with the company or the controlling shareholder and actual controller of the company;
（3） Disclose the number of shares held by the company;
（4） 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 18 the notice of the shareholders’ meeting shall specify the time and place of the meeting and determine the date of equity registration. The interval between the date of equity registration and the date of the meeting shall not be more than seven working days. Once the equity registration date is confirmed, it shall not be changed.
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 at least two working days before the original date of the meeting and explain the reasons.
Chapter IV convening of the general meeting of shareholders
Article 20 the place where the company holds the general meeting of shareholders is the place where the company is domiciled or where its main business is located. The specific place will be 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, and in accordance with the provisions of laws, administrative regulations, China Securities Regulatory Commission or the articles of association, a safe, economic and convenient network and other ways will be adopted 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 the company shall clearly specify the voting time and voting procedures by network or other means in the notice of the general meeting of shareholders.
The starting time of online voting or other means of voting at the general meeting of shareholders shall not be earlier than 3:00 p.m. on the day before the on-site general meeting of shareholders, and shall not be later than 9:30 a.m. on the day when the on-site general meeting of shareholders is held, and its ending time shall not be earlier than 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
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. In addition to the shareholders (or agents), directors, supervisors, senior managers of the company, lawyers and persons invited by the board of directors attending the meeting, the company has the right to refuse other persons to enter according to law. For acts that interfere with the order of the general meeting of shareholders, make trouble and infringe on the legitimate rights and interests of other shareholders, the company will take measures to stop them and report to relevant departments for investigation and punishment in time.
Article 23 all ordinary 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.
Article 25 the convener and the lawyer shall jointly verify the legitimacy of the shareholders’ qualification according to the register of shareholders provided by the securities registration and clearing institution, and register the names of the shareholders and the number of voting shares they hold. 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 convenes the general meeting of shareholders, all directors, supervisors and the Secretary of the board of directors shall attend the meeting, and the 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 shall preside over the meeting; When the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.
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 shareholders’ meeting, if the chairman violates the rules of procedure so that the shareholders’ meeting cannot continue, with the consent of more than half of the shareholders with voting rights attending the shareholders’ meeting, the shareholders’ meeting may elect one person to act as the chairman of the meeting and continue the meeting.
Article 28 at the annual general meeting of shareholders, the board of directors and the board of supervisors shall make a report on their work in the past year to the general meeting of shareholders, and each independent director shall also make a report on his work.
Article 29 directors, supervisors and senior managers shall explain and explain the questions raised by shareholders at the general meeting of shareholders (except those involving the company’s business secrets that cannot be disclosed).
Article 30 the chairman of the meeting shall announce the number of shareholders and agents attending the meeting and the total number of shares with voting rights before voting. The number of shareholders and agents attending the meeting and the total number of shares with voting rights shall be subject to the registration of the meeting.
Article 31 when a shareholder is related to the matters to be considered at the general meeting of shareholders, he shall withdraw from voting, and the shares with voting rights held by him shall not be included in the total number of shares with voting rights attending the general meeting of shareholders.
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be disclosed in a timely manner.
The company holds its own shares without voting rights, and this part of shares is not included in the total number of shares with voting rights attending the general meeting of shareholders.
Where a shareholder’s purchase of voting shares of the company violates the provisions of paragraphs 1 and 2 of Article 63 of the securities law, the shares exceeding the specified proportion shall not exercise the voting right within 36 months after the purchase, and shall not be included in the total number of voting shares attending the general meeting of shareholders.
The board of directors, independent directors, shareholders holding more than 1% of the voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders’ voting rights. The solicitation of shareholders’ voting rights shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to solicit shareholders’ voting rights by means of compensation or compensation in disguised form. Except for legal conditions, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Article 32 when voting on the election of directors and supervisors at the general meeting of shareholders, a cumulative voting system shall be implemented. The cumulative voting system mentioned in the preceding paragraph refers to that when the general meeting of shareholders elects directors or supervisors, each ordinary share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used centrally. Article 33 in addition to the cumulative voting system, the shareholders’ meeting shall vote on all proposals one by one. If there are different proposals on the same matter, voting shall be conducted according to the chronological order of the proposals. Unless the general meeting of shareholders is suspended or unable to make a resolution due to special reasons such as force majeure, the general meeting of shareholders shall not shelve or refuse to vote on the proposal.
Article 34 when the shareholders’ meeting deliberates the proposal, it shall not modify the proposal, otherwise, the relevant change shall be regarded as a new proposal and shall not be voted at the shareholders’ meeting.
Article 35 only one of on-site, online or other voting methods can be selected for the same voting right. In case of repeated voting of the same voting right, the first voting result shall prevail.
Article 36 shareholders attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Securities registration and clearing institutions as a trading interconnection mechanism between the mainland and Hong Kong Stock Markets
