Suzhou Veichi Electric Co.Ltd(688698)
Rules of procedure of the general meeting of shareholders (Draft)
Chapter I General Provisions
Article 1 in order to standardize the operation of Suzhou Veichi Electric Co.Ltd(688698) (hereinafter referred to as “the company”), give full play to the role of the general meeting of shareholders, improve the efficiency of the general meeting of shareholders, protect the legitimate rights and interests of shareholders and ensure the legitimacy of the procedures and resolutions of the general meeting, 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 and the Suzhou Veichi Electric Co.Ltd(688698) articles of Association (hereinafter referred to as “the articles of association”), These rules of procedure are formulated with reference to the provisions of relevant laws, regulations and normative documents, such as the code for the governance of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the rules for the general meeting of shareholders of listed companies and so on.
Article 2 the company shall hold a 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 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 circumstances that the extraordinary general meeting of shareholders should be held as stipulated in the company law and the articles of association, 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 China Securities Regulatory Commission (hereinafter referred to as the CSRC) and the Shanghai stock exchange where the company is located, explain the reasons and make an announcement.
Article 5 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, these rules and the articles of Association;
(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.
Chapter II convening of general meetings 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 the independent directors of the company 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. 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 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 9 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 send a notice of convening the general meeting of shareholders within 5 days after receiving the proposal. 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 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 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 the board of supervisors or shareholders shall report to the Shanghai stock exchange for the record at the same time. No new content shall be added to the proposal in the notice of the board of supervisors or shareholders convening the general meeting of shareholders by themselves. Otherwise, a new request for convening the general meeting of shareholders shall be submitted to the board of directors in accordance with the procedures specified in Article 8 and Article 9 of these rules.
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%.
The board of supervisors and the convening shareholders shall submit relevant supporting materials to the Shanghai 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 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 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 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 all shareholders in the form of announcement 20 days before the annual shareholders’ meeting is held, and the extraordinary shareholders’ meeting shall notify all shareholders in the form of announcement 15 days before the meeting is held.
When calculating the starting period, the company shall not include the date of the meeting.
Article 16 the notice of the general meeting of shareholders shall include the following contents:
(1) Time, place and duration of the meeting;
(2) Matters and proposals submitted to the meeting for consideration;
(3) Explain in obvious words: all shareholders have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not need to be a shareholder of the company;
(4) The date of equity registration of shareholders entitled to attend the general meeting of shareholders;
(5) Name and telephone number of permanent contact person for conference affairs.
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 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 a related 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 equity registration date and the meeting date listed in the notice of the general meeting of shareholders shall not be more than 7 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 and explain the reasons at least 2 working days before the originally scheduled date.
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 articles of association. After the notice of the general meeting of shareholders is issued, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without justified reasons. If it is really necessary to change, the convener shall announce and explain the reasons at least 2 working days before the date of the on-site meeting. The general meeting of shareholders shall be held in the form of on-site meeting, and 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.
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 if the general meeting of shareholders of the company adopts network or other means, the voting time and voting procedures of network or other means shall be clearly stated 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 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 23 all 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 If an individual shareholder or an authorized agent of an individual shareholder intends to attend the meeting, he shall produce the following materials:
（1） Individual shareholder: the original of his ID card or other valid certificates or certificates that can indicate his identity, the original of stock account card (if any) and other shareholding certificates;
（2） Authorized agent of individual shareholder: original valid ID card of the agent, copy of ID card of natural person shareholder, original power of attorney and original stock account card of the principal (if any);
The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the corporate shareholder or the authorized agent of the corporate shareholder intends to attend the meeting, the following materials shall be presented:
（1） Legal representative of legal person shareholder: original valid ID card, business license of legal person shareholder (copy with official seal), original identity certificate of legal representative, original stock account card (if any) and other shareholding certificates;
（2） Authorized agent of legal person shareholder: original valid ID card of the agent, business license of legal person shareholder (copy with official seal), original identity certificate of legal representative, power of attorney (signature and official seal of legal representative), original stock account card (if any) and other shareholding certificates.
If the margin trading investors attend the on-site meeting, they shall hold the securities account certificate issued by the securities company related to margin trading and the original power of attorney issued to the investors; If the investor is an individual, it shall also hold its own ID card or other original valid documents that can indicate its identity; If the investor is an institution, it shall also hold the business license of the unit (copy and official seal), the original of the valid ID card of the participants and the original of the power of attorney.
Article 25 a shareholder shall entrust an agent in writing, which shall be signed by the principal or the agent entrusted in writing; If the principal is a legal person, it shall be affixed with the seal of the legal person and signed by its legal representative or the agent officially appointed by the legal representative. The power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall specify the following contents:
(1) The name of the agent;
(2) Whether it has voting rights;
(3) Instructions to vote for, against or abstain from voting on each item listed in the agenda of the general meeting of shareholders; (4) Date of issuance and term of validity of the power of attorney;
(5) 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 unit;
(6) List the number of shares of the principal represented by the shareholder’s agent;
(7) If the number of proxies is a shareholder’s agent, the power of attorney shall indicate the number of shares represented by each shareholder’s agent.
Any form of power of attorney issued by the board of directors of the company to shareholders for appointing shareholders’ agents shall allow shareholders to freely choose to instruct shareholders’ agents to vote for or against, and give instructions on the matters to be voted on on each topic of the meeting. 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 in order to confirm the qualification of shareholders or their agents to attend the meeting, if necessary, the chairman of the meeting may ask the Secretary of the board of directors of the company to conduct necessary investigations, and the investigated persons shall cooperate.
Article 27 the power of attorney shall be signed by the principal
