Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd. (hereinafter referred to as “the company”) and its shareholders 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 articles of association of Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd. (hereinafter referred to as “the articles of association”) and relevant national laws and administrative regulations, Formulate these rules.
Article 2 These rules are applicable to the company’s annual general meeting and extraordinary general meeting (hereinafter referred to as “general meeting”).
Article 3 the company shall convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, 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 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 convening of the general meeting of shareholders
Article 5 the annual general meeting of shareholders of the company 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. Under any of the following circumstances, the company shall convene the extraordinary general meeting of shareholders within 2 months from the date of occurrence:
(I) the number of directors is less than 2 / 3 of the number specified in the company law or the articles of Association;
(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) when more than half of the independent directors propose in writing;
(VII) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
The board of directors of the company shall convene the general meeting of shareholders on time within the time limit specified in the preceding paragraph of this article.
Article 6 independent directors have the right to propose to the board of 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 not to convene the extraordinary general meeting within 10 days after receiving the proposal of the independent directors.
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 and make a public announcement. day
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 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 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 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 proposal 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 prescribed 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 company’s shares 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.
Before the resolution of the general meeting of shareholders is made, the shareholding ratio of the convening shareholders shall not be less than 10%.
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 of the company.
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, setting out the contents of the interim 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 11 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 14 the convener shall notify all shareholders 20 days before the annual general meeting and 15 days before the extraordinary general meeting.
Article 15 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 judgments 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 16 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:
(I) education background, work experience, part-time job and other personal information;
(II) whether there is a related relationship with the company or the controlling shareholder and actual controller 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 17 If the meeting notice is not sent to a person entitled to receive the notice due to accidental omission, or such person does not receive the meeting notice, the meeting and the resolution of the meeting shall not be invalid.
Article 18 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 notify the shareholders of the company at least 2 working days before the original date of the meeting and explain the reasons.
Chapter IV qualification of personnel attending the general meeting of shareholders and meeting registration
Article 19 all shareholders registered in the company or their agents have the right to attend the general meeting of shareholders. And exercise voting rights in accordance with relevant laws, administrative regulations, the articles of association and these rules.
Shareholders may attend the shareholders’ meeting in person or entrust agents to attend and vote on their behalf. However, when entrusting others to vote, only one person can be entrusted as its voting agent.
Article 20 when the shareholders’ meeting is held, all directors, supervisors and Secretary of the board of directors of the company shall attend the meeting, and the general manager and other senior managers shall attend the meeting as nonvoting delegates. Other persons invited by the convener may also attend the shareholders’ meeting.
Article 21 in order to ensure the seriousness and normal order of the general meeting of shareholders, the board of directors and other conveners of the company have the right to refuse the admission of persons other than those specified in Articles 18 and 19 of these rules.
Article 22 shareholders or their agents attending the general meeting of shareholders shall go through the meeting registration procedures, and the meeting registration can be carried out by means of on-site registration, fax or letter.
Article 23 shareholders or entrusted agents shall provide the following documents for meeting registration:
If an individual shareholder attends the meeting in person, he / she shall show his / her ID card or other valid certificates or certificates that can indicate his / her identity; If an agent is entrusted to attend the meeting, he shall show his valid ID card and the power of attorney of the shareholder. Shareholders of legal persons / other organizations shall be represented at the meeting by the legal representative / person in charge or the legal representative / person in charge or the agent authorized and entrusted by the resolution of the board of directors and other decision-making bodies. If the legal representative attends the meeting, he / she shall show his / her ID card and valid certificate proving that he / she has the qualification of legal representative / person in charge; 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 / person in charge of the legal person / other organization 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 contain 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 convener or the lawyer hired by the company shall verify the legitimacy of the qualification of shareholders according to the register of shareholders, and register the names of 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 28 If the documents submitted by shareholders or entrusted agents attending the general meeting of shareholders are under any of the following circumstances, their qualification to attend the meeting shall be deemed invalid:
(I) the submitted documents are forged, expired, altered, etc;
(II) the contents of the submitted documents are illegible;
(III) if the same shareholder entrusts more than one person to attend the meeting, the signature samples of the power of attorney are obviously inconsistent;
(IV) the signature sample of the power of attorney sent by fax registration is obviously inconsistent with the signature sample of the power of attorney submitted when actually attending the meeting;
(V) the power of attorney fails to specify the necessary contents in accordance with Article 23 of these rules;
(VI) the power of attorney is not signed or sealed by the principal;
(VII) there are other obvious violations of laws, administrative regulations and the articles of association in the submitted documents.
Article 29 Where the qualification of a shareholder or his agent to attend the general meeting of shareholders is deemed invalid due to the circumstances listed in Article 27 of these rules, the shareholder or his agent shall bear the corresponding legal consequences.
Article 30 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.
Chapter V convening of the general meeting of shareholders
Article 31 the board of directors and other conveners of the company shall take necessary measures to ensure the normal order of the general meeting of shareholders. Measures shall 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 the relevant departments for investigation and punishment.
Article 32 the place where the company convenes the general meeting of shareholders is the place of domicile of the company or the place determined by the convener in the notice of the meeting.
The general meeting of shareholders shall set up a venue and be held in the form of on-site meeting.
Shareholders may attend the general meeting of shareholders in person and exercise their voting rights, or entrust others to attend on their behalf and exercise their voting rights within the scope of authorization.
The board of directors, independent directors and shareholders meeting relevant conditions may solicit their voting rights at the general meeting of shareholders from the shareholders of the company. The solicitation of voting rights shall be conducted free of charge, and the information shall be fully disclosed to the solicited person.
Article 33 the general meeting of shareholders shall be presided over by the chairman. When the 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 general meeting of shareholders, if the chairman of the meeting violates the rules of procedure so that the general meeting of shareholders cannot continue, the shareholders attending the general meeting of shareholders with more than half of the voting rights agree, and the general meeting of shareholders may elect one person to act as the chairman of the meeting to continue the meeting.
Article 34 the general meeting of shareholders shall be convened in accordance with the following procedures:
(I) the chairman of the meeting announces the beginning of the meeting;
(II) review the proposals of the meeting;
(III) shareholders’ statements;
(IV) shareholders
