Baoding Lucky Innovative Materials Co.Ltd(300446)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to standardize the company's behavior, improve the efficiency of the proceedings of the general meeting of 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 securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the Baoding Lucky Innovative Materials Co.Ltd(300446) articles of Association (hereinafter referred to as the "articles of association") and other relevant laws, regulations and normative documents, Formulate these rules. Article 2 the company shall hold 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 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 from time to time. Under the following circumstances, the extraordinary general meeting of shareholders shall be held within 2 months:
(I) the number of directors is less than two-thirds of the number specified in the company law or the articles of Association;
(II) when the company's outstanding losses reach one-third of the total paid in share capital;
(III) at the request of 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.
Chapter II convening of the general meeting of shareholders
Article 5 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 6 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 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.
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 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 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 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. 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 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 and file with the stock exchange at the same time.
When 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 will provide the register of shareholders on the equity registration date.
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 content of the proposal of the general meeting of shareholders shall fall within the scope of 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 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 to inform the shareholders of 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 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, as well as all materials or explanations necessary for 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, in order to ensure that shareholders have sufficient understanding of candidates during voting, the notice of the general meeting of shareholders shall fully disclose the detailed information of 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 its controlling shareholders and actual controllers;
（3） Disclose the number of shares held by the company;
（4） Whether they have been punished by the China securities regulatory department and other relevant departments and the stock exchange;
（5） 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 the notice of the general meeting of shareholders shall include the following contents:
(I) time, place and duration of the meeting;
(II) matters and proposals submitted to the meeting for deliberation;
(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 equity registration of shareholders entitled to attend the general meeting of shareholders;
(V) name and telephone number of permanent contact person for conference affairs.
(VI) voting time and procedures by network or other means.
The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals.
If the general meeting of shareholders 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.
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 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. The proposal listed in the shareholders' meeting notice shall not be cancelled. In case of delay or cancellation, the convener shall notify the shareholders at least 2 working days before the original date of the meeting and explain the reasons.
Chapter IV convening of the general meeting of shareholders
Article 19 the company shall convene the general meeting of shareholders at the place of its domicile or the place specified in the articles of association.
Article 20 the general meeting of shareholders shall be held in the form of on-site meeting or communication. If it is held in the form of on-site meeting, a venue shall be set. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
Article 21 shareholders may attend the general meeting of shareholders in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization.
Article 22 the board of directors and other conveners shall take necessary measures to ensure the normal order of the general meeting of shareholders. The company has the right to take measures to stop the acts of interfering with the general meeting of shareholders, making trouble and infringing on the legitimate rights and interests of shareholders, and timely report to relevant departments for investigation and punishment.
Article 23 all shareholders or their agents registered in the register of shareholders 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 identity cards or other valid certificates or certificates 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 shall jointly 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 held by them. 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, 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 work report.
Article 29 directors, supervisors and senior managers shall explain and explain the questions raised by shareholders at the general meeting of shareholders.
Chapter V voting and resolutions of the general meeting of shareholders
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.
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.
Article 32 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.
For the contents included in the agenda of the meeting, the moderator can adopt the methods of first report, centralized deliberation and centralized voting according to the actual situation, or adopt the methods of item by item report, item by item deliberation and voting for more complex topics. The general meeting of shareholders shall arrange reasonable time for discussion of each topic.
Article 33 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 34 shareholders attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain.
The votes that are not filled in, wrongly filled in, illegible or not cast shall be deemed as the voters' waiver of voting rights, and the voting results of the number of shares they hold shall be counted as "waiver".
Article 35 before voting on the proposal, the shareholders' meeting shall elect two shareholders' representatives to participate in vote counting and scrutinizing. If the matters under consideration are related to shareholders, relevant shareholders and agents shall not participate in vote counting and scrutinizing.
When the general meeting of shareholders votes on a proposal, lawyers, shareholders' representatives and supervisors' representatives shall be jointly responsible for counting and supervising votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the minutes of the meeting.
Article 36 the on-site closing time of the shareholders' meeting shall not be earlier than that of the network or other means. The chairman of the meeting shall announce the voting status and results of each proposal on the site of the meeting, and announce whether the proposal is passed according to the voting results. Before the formal announcement of the voting results, the company, vote counter, vote supervisor, major shareholders, network service provider and other relevant parties involved in the general meeting of shareholders have the obligation to keep the voting confidential.
thirty-seventh
