Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Rules of procedure of the general meeting of shareholders
April, 2002
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as “the company”), improve the efficiency of the general meeting of shareholders, protect the legitimate rights and interests of shareholders, clarify the responsibilities and authorities of the general meeting of shareholders, ensure the standardized, efficient and stable operation of the general meeting of shareholders and exercise its functions and powers in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) These rules are hereby formulated in accordance with the provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the articles of association of Kunshan Longteng North Electro-Optic Co.Ltd(600184) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the company shall convene a general meeting of shareholders in accordance with laws, administrative regulations, departmental rules, the articles of association and these rules 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. Chapter II functions and powers of the general meeting of shareholders
Article 4 the general meeting of shareholders is the authority of the company and exercises the following functions and powers in accordance with the company law and the articles of association:
(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） Review and approve the guarantee matters specified in Article 5 of these rules;
（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 transactions between the company and related parties (except for the transactions in which the company provides guarantees and unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc.) that account for more than 1% of the company’s total audited assets or market value in the latest period and exceed 30 million yuan;
（15） Review and approve the change of the purpose of the raised funds;
（16） Review the equity incentive plan and employee stock ownership plan;
（17） Review other matters that shall be decided by the general meeting of shareholders according to 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 5 the following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation and approval after the deliberation of the board of directors: (I) a guarantee with a single guarantee amount exceeding 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee of 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) the accumulative guarantee amount within 12 consecutive months exceeds 30% of the company’s total assets audited in the latest period;
(V) guarantees provided by the company for shareholders, actual controllers and their related parties;
(VI) other guarantees that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
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 approved by more than two-thirds of the directors attending the meeting of the board of directors; The guarantee in Item (IV) of the preceding paragraph shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting; For the guarantee in Item (V) of the preceding paragraph, the guaranteed shareholders shall withdraw from voting at the general meeting of shareholders.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
If the company provides guarantee for a wholly-owned subsidiary or guarantees for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which does not harm the interests of the company, the provisions of items 1 to 3 of this article may be exempted. The company shall summarize and disclose the aforesaid guarantees in the annual report and semi annual report. If the company provides guarantee for related parties, it shall have reasonable business logic, and regardless of the amount, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. If the company provides a guarantee for the controlling shareholder, actual controller or their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
If the company violates the examination and approval authority and review procedures stipulated in these rules and provides external guarantees, resulting in losses to the company, the company shall investigate the responsibilities of the relevant responsible personnel.
Article 6 the following major transactions of the company (except the transactions of providing guarantees and unilaterally obtaining benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc.) must be deliberated and approved by the general meeting of shareholders:
(I) the total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period;
(II) the transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 50% of the market value of the company;
(III) the net assets of the subject matter of the transaction (such as equity) in the latest fiscal year account for more than 50% of the market value of the company;
(IV) 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; (V) the profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year and exceeds 5 million yuan;
(VI) 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.
Chapter III convening procedures of the general meeting of shareholders
Section I convening method of general meeting of shareholders
Article 7 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.
Article 8 the extraordinary general meeting of shareholders shall be held irregularly. Under any of the following circumstances, the company shall convene the extraordinary general meeting of shareholders within two months from the date of occurrence:
(I) the number of directors is less than the number specified in the company law or less than two-thirds of the number specified in the articles of Association;
(II) when the company’s outstanding losses reach one-third of the total paid in share capital;
(III) written request from shareholders who individually or jointly hold more than 10% of the company’s shares;
(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.
The number of shares held in Item (III) above shall be calculated according to the date on which the shareholder puts forward a written request.
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 China Securities Regulatory Commission (hereinafter referred to as the CSRC) and the Shanghai Stock Exchange (hereinafter referred to as the stock exchange) where the company is located, explain the reasons and make an announcement.
Article 9 the place where the company holds the general meeting of shareholders is the domicile of the company or other specified place, which shall be specified by the company in the notice of each general meeting of shareholders.
The general meeting of shareholders shall be held in the form of on-site meeting. In addition, it shall adopt safe, economic and convenient networks and other means to facilitate shareholders’ participation in the general meeting of shareholders in accordance with laws, administrative regulations, CSRC or the articles of association. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
Article 10 when convening a 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.
Section 2 convening of the general meeting of shareholders
Article 11 the general meeting of shareholders shall be convened by the board of directors according to law and presided over by the chairman of the board of directors. The board of directors shall convene the general meeting of shareholders within the time limit specified in Articles 7 and 8 of these rules.
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, 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 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 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 to convene 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 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 five 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 of the proposal.
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 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. Any change to the original request in the notice shall be approved by the proposing shareholder.
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 14 Where the board of supervisors or shareholders decide to convene an extraordinary 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%, and the convening shareholders shall not transfer their shares of the company during the above-mentioned period before issuing the notice of the general meeting of shareholders.
The board of supervisors and convening shareholders shall submit relevant supporting materials to the 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 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 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.
Section III proposals and notices of the general meeting of shareholders
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. Within two days after receiving the notice of the temporary shareholders’ meeting or the name of the shareholder who proposed the supplementary proposal and the name of the shareholder who proposed the supplementary proposal, the temporary shareholders’ meeting shall be held. Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice or add new proposals after issuing the notice of convening the general meeting of shareholders.
Proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of the articles of association and these Rules shall not be voted and adopted at the general meeting of shareholders.
Article 19 before the board of directors issues the notice of convening the general meeting of shareholders, the Secretary of the board of directors may solicit proposals from shareholders and supervisors and submit them to the general meeting of shareholders as proposals after being submitted to the board of directors for deliberation and approval.
Article 20 the convener of the general meeting of shareholders shall notify the shareholders of the company in the form of announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders shall notify the shareholders of the company in the form of announcement 15 days before the meeting.
Article 21 the notice of the general meeting of shareholders shall include the following contents:
(I) time, place, mode and duration of the meeting;
(II) all matters and proposals submitted to the meeting for consideration;
(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 registration of the shares entitled to attend the general meeting of shareholders;
