Goldcard Smart Group Co.Ltd(300349)
Detailed rules for the implementation of online voting at the general meeting of shareholders
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to standardize the voting mechanism of the general meeting of shareholders of Goldcard Smart Group Co.Ltd(300349) (hereinafter referred to as “the company”) and protect the legitimate rights and interests of investors, in accordance with the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant laws, administrative regulations and rules These rules are hereby formulated in accordance with the provisions of normative documents and Goldcard Smart Group Co.Ltd(300349) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the online voting system of the company’s general meeting of shareholders (hereinafter referred to as the “online voting system”) as mentioned in these Rules refers to the information technology system that Shenzhen Stock Exchange uses network and communication technology to provide services for the company’s shareholders to exercise their voting rights at the general meeting of shareholders off-site. The online voting system includes the trading system of Shenzhen Stock Exchange and the Internet voting system (website: http://wltp.cn.info.com.cn. )。
Article 3 when the company holds a shareholders’ meeting, in addition to voting at the on-site meeting, it shall provide shareholders with online voting services for the shareholders’ meeting. The on-site meeting of the general meeting of shareholders of the company shall be held on the trading day of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
Article 4 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.
Article 5 Shenzhen Securities Information Co., Ltd. (hereinafter referred to as “information company”) is an information company that provides online voting services for the company’s general meeting of shareholders.
Chapter II preparations for online voting
Article 6 in the notice of the general meeting of shareholders, the company shall clearly explain the voting code, voting abbreviation, voting time, voting proposal, proposal type and other relevant matters of online voting. Article 7 a listed company shall apply for the opening of online voting services in the online voting system of the exchange on the trading day next to the date of issuance of the notice of the general meeting of shareholders, and enter the basic information of the general meeting of shareholders, voting proposals, proposal types and other voting information into the system.
A listed company shall complete the review of the voting information on the trading day next to the equity registration date and confirm that the voting information is true, accurate and complete.
Article 8 a listed company shall provide electronic data of all shareholders’ information registered on the equity registration date, including shareholders’ names, shareholders’ account numbers, number of shares, etc., two trading days before the start of online voting.
There shall be at least two trading days between the equity registration date of the general meeting of shareholders of a listed company and the start date of online voting.
The third chapter adopts the voting system of Shenzhen Stock Exchange
Article 9 the time for online voting through the trading system of Shenzhen stock exchange is the trading time of Shenzhen Stock Exchange on the day of the shareholders’ meeting.
Article 10 the trading system of Shenzhen Stock Exchange shall set up a special voting code and voting abbreviation for the online voting of the general meeting of shareholders:
(I) if the voting code of gem is “35 + the last four digits of securities code”, and the company’s stock code is ” Goldcard Smart Group Co.Ltd(300349) “, the voting code is “350349”;
(II) voting is referred to as “gold card voting”.
Article 11 shareholders of the company who vote through the exchange trading system can log in to the trading client of the securities company and participate in online voting.
Chapter IV voting through Internet voting system
Article 12 the Internet voting system shall start voting at 9:15 a.m. on the day of the general meeting of shareholders and end at 3:00 p.m. on the day of the conclusion of the on-site general meeting of shareholders.
Article 13 shareholders who conduct online voting through the Internet voting system shall handle identity authentication in accordance with the provisions of the guidelines for identity authentication of investors’ online services of Shenzhen Stock Exchange and obtain the “digital certificate of Shenzhen Stock Exchange” or “investor service password of Shenzhen Stock Exchange”.
Article 14 shareholders can vote through the Internet voting system only after they log in to the Internet voting system and have their identity authenticated.
Article 15 according to relevant regulations, the following collective account holders or nominal holders who need to solicit the voting opinions of the principals or actual holders before exercising their voting rights shall vote through the Internet voting system after soliciting opinions, and shall not vote through the trading system: (I) securities companies holding the credit trading guarantee securities accounts of margin trading customers; (II) securities companies holding special securities accounts for subscription back trading;
(III) China Securities Finance Corporation, which holds the refinancing guarantee securities account;
(IV) qualified foreign institutional investors (QFII);
(V) Hong Kong Central Clearing Co., Ltd. (hereinafter referred to as “HKSCC”) holding Shenzhen Stock connect shares;
(VI) other collective account holders or nominal holders recognized by the China Securities Regulatory Commission or the bourse.
Matters related to Hong Kong clearing company’s participation in online voting at the general meeting of shareholders of Shenzhen Stock connect listed company shall be separately stipulated by Shenzhen Stock Exchange.
Chapter V voting and counting rules of the general meeting of shareholders
Article 16 shareholders shall participate in online voting through their shareholder accounts, and A-share shareholders shall vote through their A-share shareholder accounts;
If a shareholder holds shares of the same class of the company through multiple shareholder accounts, he can use any shareholder account holding shares of the same class of the company to participate in online voting, and after voting, it is deemed that all shares of the same class under all shareholder accounts owned by the shareholder have cast votes with the same opinions as the above votes. If shareholders vote separately through multiple shareholder accounts, the first valid voting result shall prevail.
The principle of confirming that multiple shareholder accounts are held by the same shareholder is that the “account holder name” and “valid identity document number” of the registration data are the same, and the registration data of shareholder accounts shall be subject to the equity registration date.
Article 17 If a shareholder effectively votes on any proposal of the general meeting of shareholders for more than one time through the online voting system, it shall be deemed that the shareholder attends the general meeting of shareholders, and the total voting rights held by the shareholders attending the general meeting of shareholders shall be included according to the number of shares of the same class held by the shareholder. For the proposal that the shareholder does not vote or does not meet the requirements of these rules, the number of voting rights held by the shareholder shall be calculated according to the waiver.
The number of entrusted shares filled in through the Internet voting system by the holders or nominal holders of collective accounts such as qualified foreign institutional investors (QFII), customers’ credit trading guarantee securities accounts of securities companies, refinancing guarantee securities accounts of China Securities Finance Corporation, special securities accounts for agreed repurchase transactions and Hong Kong Clearing Corporation shall be included in the total voting rights held by shareholders attending the general meeting of shareholders; Voting through the trading system shall not be deemed as valid voting and shall not be included in the total voting rights held by shareholders attending the general meeting of shareholders.
Article 18 for non cumulative voting proposals, shareholders shall clearly express their consent, objection or abstention.
The holders or nominal holders of collective accounts specified in paragraph 1 of Article 15 of these Rules shall summarize and fill in the number of entrusted shares according to the voting opinions solicited, and summarize and fill in the number of shares corresponding to the voting opinions of the trustor or actual holder for each proposal.
Article 19 for the proposal adopting the cumulative voting system, each shareholder holding one share will have the same number of election votes as the number of directors or supervisors to be elected under each proposal group. The number of election votes owned by shareholders can be concentrated on one candidate or several candidates. Shareholders shall vote within the limit of the number of electoral votes of each proposal group. If shareholders cast more electoral votes than they have, or vote more than the number of candidates in the differential election, their electoral votes for the proposal group shall not be deemed as valid votes.
If a shareholder holds shares of the same class of the company through multiple shareholder accounts, the number of voting votes he owns shall be calculated according to the number of shares of the same class under all shareholder accounts owned by the shareholder. When a shareholder uses any shareholder account holding shares of the same class of the company to vote, he shall vote within the limit of the number of election votes corresponding to all shares of the same class under all shareholder accounts he owns. If shareholders vote separately through multiple shareholder accounts, the number of election votes recorded in the first valid voting results shall prevail.
Article 20 Where the company sets up a general proposal to facilitate shareholders’ voting, shareholders’ voting on the general proposal is deemed to express the same opinions on all proposals except cumulative voting proposals. In case of repeated voting by shareholders on the same proposal, the first valid vote shall prevail. If the shareholder votes on the sub proposal first and then on the general proposal, the voting opinion of the sub proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the sub proposal is voted, the voting opinion of the general proposal shall prevail.
Article 21 if the company provides online voting services for shareholders through the trading system of Shenzhen Stock Exchange and the Internet voting system at the same time, the online voting system shall calculate the voting data of the above two methods together; If the company chooses to adopt the on-site voting auxiliary system, the information company will combine the on-site voting and online voting data.
If the same shareholder votes repeatedly through any two or more ways in the trading system, Internet voting system and on-site voting auxiliary system of Shenzhen Stock Exchange, the first valid voting result shall prevail.
Article 22 if shareholders who need to avoid voting or promise to give up their voting rights participate in voting through the online voting system, the online voting system will provide the company with all voting records, and the company will exclude the votes of the above shareholders when calculating the voting results.
Article 23 If there are different proposals on the same matter, the online voting system will provide the company with all voting records, and the company will count the voting results of the general meeting of shareholders according to relevant regulations and the articles of association.
Article 24 when the general meeting of shareholders of the company deliberates on major matters affecting the interests of small and medium-sized investors, the voting results of small and medium-sized investors shall be counted and disclosed separately. The term “small and medium-sized investors” as mentioned in the preceding paragraph refers to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.
Article 25 after voting at the on-site general meeting of shareholders, the company shall obtain online voting data through the Internet system.
Article 26 the company and its lawyers shall confirm the compliance of the voting data and finally form the voting results of the general meeting of shareholders. If there is any objection to the voting data, they shall submit it to Shenzhen Stock Exchange and information company in time. The company shall disclose the legal opinion issued by the lawyer and the voting results of the general meeting of shareholders in accordance with relevant regulations.
Article 27 on the next trading day after the general meeting of shareholders, shareholders who vote through the trading system can query their voting results through members. Shareholders can query the online voting results of the last year through the website of the Internet voting system. For the voting opinions of the total proposal, the return of online voting query results is displayed as the voting results of various proposals.
Chapter VI supplementary provisions
Article 28 matters not covered in these Rules shall be implemented in accordance with relevant national laws, regulations and the articles of association.
Article 29 the right to interpret these rules belongs to the board of directors of the company. Article 30 the detailed rules shall come into force after being deliberated and approved by the general meeting of shareholders, and the same is true for amendments.
