Beijing Ctrowell Technology Corporation Limited(300455)
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 Beijing Ctrowell Technology Corporation Limited(300455) (hereinafter referred to as "the company") and the company's shareholders, clarify the responsibilities and authorities of the general meeting of shareholders, and ensure that the general meeting of shareholders exercises its functions and powers in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and the securities law of the people's Republic of China (hereinafter referred to as "the securities law") Rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders"), guidelines for the governance of listed companies (hereinafter referred to as the "governance guidelines"), rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") These rules are formulated in accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the "guidelines for the standardized operation"), the articles of association of Beijing Ctrowell Technology Corporation Limited(300455) (hereinafter referred to as the "articles of association") and other relevant laws and regulations, in combination with the actual situation of the company.
Chapter II nature and powers of the general meeting of shareholders
Article 2 according to the company law and the articles of association, the general meeting of shareholders is the authority of the company.
Article 3 the general meeting of shareholders shall exercise the following functions and powers according to law:
(I) determine the company's business policy and investment plan;
(II) elect and replace directors and supervisors not held by employee 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 the equity incentive plan;
（13） Deliberating and approving foreign investment, acquisition and sale of assets, asset mortgage, entrusted financial management, provision of financial assistance, foreign guarantee, related party transactions and other matters specified in Article 4 of these rules;
（14） Review and approve the change of the purpose of the raised funds;
（15） 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.
In order to improve work efficiency, the general meeting of shareholders may authorize the board of directors by resolution, and the authorization content shall be specific and clear. However, 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 4 the general meeting of shareholders shall decide on the following matters of the company, such as foreign investment, acquisition and sale of assets, asset mortgage, entrusted financial management, provision of financial assistance, external guarantee, related party transactions and so on:
(I) the general meeting of shareholders decides on the following matters of the company's foreign investment, acquisition and sale of assets, asset mortgage, entrusted financial management and so on:
1. The total assets involved in the transaction account for more than 50% of the company's total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluated value, the higher one shall be taken as the calculation data;
2. 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;
3. The net profit related to 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;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 50 million yuan;
5. 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 the absolute amount exceeds 5 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
(II) if the financial assistance is under any of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
1. The latest audited asset liability ratio of the funded object exceeds 70%;
2. The amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company's latest audited net assets;
3. Other circumstances stipulated by Shenzhen Stock Exchange and the articles of association.
(III) in principle, external guarantee can only provide guarantee for holding subsidiaries, and shall not provide mutual guarantee or disguised guarantee with units with equity relationship. The guarantee amount shall not exceed 40% of the company's latest audited consolidated net assets and 50% of the company's current audited consolidated net assets. The guarantee matters shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
(IV) the general meeting of shareholders deliberates and decides on the following related party transactions:
1. Related party transactions (except for providing guarantee) between the company and related parties with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company's latest audited net assets;
2. When the board of Directors considers related matters, the number of non related directors present at the board of directors is less than three; 3. Other circumstances stipulated by Shenzhen Stock Exchange and the articles of association.
Chapter III convening of the general meeting of shareholders
Article 5 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting.
Article 6 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 7 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence:
(I) the number of directors is less than 6;
(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 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, regulations, departmental rules or the articles of association.
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 CSRC and Shenzhen stock exchange where the company is located, explain the reasons and make an announcement.
Article 8 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 will 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 will explain the reasons and make a public announcement.
Article 9 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, 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 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 duties of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
Article 10 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, 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. Any change to the original request in the notice shall be approved by the relevant shareholders.
If the board of directors does not agree to convene an 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 an 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 by themselves.
Article 11 if the board of supervisors or shareholders who individually or jointly hold more than 10% of the company's shares for more than 90 consecutive days decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. At the same time, it shall be filed with the dispatched office of China Securities Regulatory Commission and Shenzhen stock exchange where the company is located.
Article 12 for the general meeting of shareholders convened by the board of supervisors or shareholders, the board of directors and the Secretary of the board of directors shall
Article 13 the expenses necessary for the shareholders' meeting convened by the board of supervisors or shareholders shall be borne by the company.
Chapter IV meeting preparation and document preparation of the general meeting of shareholders
Article 14 under the leadership of the convener, the Secretary of the board of directors shall be responsible for the preparation of the general meeting of shareholders and organize relevant departments of the company to jointly complete it. The time and place of the general meeting of shareholders should be selected to allow as many shareholders to participate in the meeting as possible. At the same time, the proportion of shareholders participating in the general meeting of shareholders should be expanded through various ways and means, including making full use of modern information technology.
Article 15 under the leadership of the convener, the Secretary of the board of directors is responsible for organizing relevant personnel of the company to complete the document preparation of the general meeting of shareholders, and deliver it to the participating shareholders or their representatives, directors, supervisors and senior managers before the general meeting of shareholders.
Chapter V notice of shareholders' meeting
Article 16 the convener of the general meeting of shareholders shall notify all shareholders 20 days before the annual general meeting of shareholders and 15 days before the extraordinary general meeting of shareholders. When the notice of the general meeting of shareholders is not included in the notice of the general meeting of shareholders of the company.
Article 17 the notice of the shareholders' meeting shall include the following contents:
(I) date, place and duration of the meeting;
(II) matters 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.
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 explain the reasons in writing at least 2 working days before the original date of the meeting.
Chapter VI discussion contents and proposals of the general meeting of shareholders
Article 19 the proposal of the general meeting of shareholders shall meet the following conditions:
(I) the content does not conflict with the provisions of laws, regulations and the articles of Association;
(II) fall within the scope of responsibilities of the general meeting of shareholders;
(III) there are clear topics and specific resolutions.
Article 20 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 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 19 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 21 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 the shareholders to make a reasonable judgment 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 22 If the shareholders who put forward the proposal disagree with the decision of the convener not to include their proposal in the agenda of the general meeting of shareholders, if it complies with the provisions of the articles of association, they may convene an extraordinary general meeting of shareholders by themselves in accordance with the procedures specified in these rules.
Article 23 Where a proposal involves investment, property disposal, acquisition and merger, the details of the matter shall be fully explained, including the amount involved, price (or pricing method), book value of assets, impact on the company, approval, whether related party transactions are involved, etc. If it is necessary to conduct asset evaluation, audit or issue an independent financial adviser report according to relevant regulations, the convener shall publish the asset evaluation, audit results or independent financial adviser report at least five working days before the shareholders' meeting.
Article 24 when proposing to dismiss or not renew the appointment of an accounting firm, the accounting firm shall be notified in advance and the reasons shall be explained to the general meeting of shareholders. The accounting firm has the right to state its opinions to the shareholders' meeting. If the accounting firm proposes to resign, the board of directors shall explain the reasons at the next shareholders' meeting. The resigned accounting firm shall be responsible for attending the general meeting of shareholders in writing or sending personnel to explain whether the company is improper to the general meeting of shareholders.
Article 25 the list of candidates for directors and supervisors shall be submitted to the shareholders' meeting for voting in the form of proposals.
Non independent directors
