Dongguan Aohai Technology Co.Ltd(002993)
Rules of procedure of the general meeting of shareholders
April 2022
catalogue
Chapter I General Provisions Chapter II convening of the general meeting of shareholders Chapter III proposal and notice of the general meeting of shareholders Chapter IV convening of the general meeting of shareholders Chapter V deliberation and voting Chapter VI resolutions of the general meeting of shareholders 12 Chapter VII Supplementary Provisions fourteen
Dongguan Aohai Technology Co.Ltd(002993)
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 the shareholders of Dongguan Aohai Technology Co.Ltd(002993) (hereinafter referred to as the “company”), clarify the responsibilities and authorities 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”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) Guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “guidelines on standardized operation of the main board”), stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), rules for shareholders’ meetings of listed companies, Dongguan Aohai Technology Co.Ltd(002993) articles of Association (hereinafter referred to as the “articles of association”) and other laws These rules are formulated in accordance with the relevant provisions of laws and regulations and normative documents and in combination with the situation of the company.
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.
Article 3 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 is the authority of the company and exercises 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 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 change of the purpose of the raised funds;
（15） Review the company’s external investment (including entrusted financial management, entrusted loans, investment in subsidiaries, joint ventures and associated enterprises, investment in trading financial assets, available for sale financial assets, held to maturity investment, etc.), provide financial assistance, lease in or lease out assets, sign management contracts (including entrusted operation, entrusted operation, etc.), gift or gift assets (except cash assets) The transaction amount involved in debt or debt restructuring, transfer of research and development projects, signing of license agreements, loan financing and other transactions reaches one of the following standards:
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 assessed value, the higher one shall be taken as the calculation data;
2. If the net assets involved in the transaction object (such as equity) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan, and the net assets involved in the transaction have both book value and evaluation value, the higher one shall be taken as the calculation data;
3. 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;
4. 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;
5. 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;
6. 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.
（16） Review the related party transactions between the company and related parties (except for cash assets and guarantees) 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;
（17） Review the equity incentive plan;
（18） Review other matters that shall be decided by the general meeting of shareholders in accordance with 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 examined and approved by the general meeting of shareholders:
(I) the amount of a single guarantee exceeds 10% of the latest audited net assets of the listed company;
(II) any guarantee provided after the total amount of guarantee provided by the listed company and its holding subsidiaries exceeds 50% of the latest audited net assets of the listed company;
(III) any guarantee provided after the total amount of guarantee provided by the listed company and its holding subsidiaries exceeds 30% of the total audited assets of the listed company in the latest period;
(IV) the latest financial statement data of the guaranteed object shows that the asset liability ratio exceeds 70%;
(V) the accumulative amount of guarantee in the last 12 months exceeds 30% of the company’s total assets audited in the latest period; (VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other circumstances stipulated by Shenzhen Stock Exchange or the articles of association.
When the general meeting of shareholders of a listed company deliberates the guarantee matters in Item (V) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
Article 6 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. In case of any circumstance specified in the articles of association that an extraordinary general meeting of shareholders should be held, the extraordinary general meeting of shareholders shall be held within two months.
Chapter II convening of the general meeting of shareholders
Article 7 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 6 of these rules.
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 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) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
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 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 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 shall explain the reasons in writing 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, 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 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 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 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, 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. 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 five 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 shareholders’ meeting within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the shareholders’ meeting. 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 shareholders’ meeting by themselves.
Article 11 if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they must notify the board of directors in writing. At the same time, it shall be filed with the dispatched office of the China Securities Regulatory Commission and the stock exchange where the company is located.
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%.
When issuing the notice of the shareholders’ meeting and the announcement of the resolution of the shareholders’ meeting, the convening shareholders shall submit relevant supporting materials to the dispatched office of the China Securities Regulatory Commission and the stock exchange where the company is located.
Article 12 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.
Article 13 for the shareholders’ meeting 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 14 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 15 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 two 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 14 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 16 the board of directors shall review the proposal according to the following principles:
(I) correlation. If the matters involved in the proposal are directly related to the company and do not exceed the terms of reference of the general meeting of shareholders specified in laws, regulations and the articles of association, the board of directors shall submit it to the general meeting of shareholders for discussion. Those that do not meet the above requirements shall not be submitted to the general meeting of shareholders for discussion.
(II) procedural. The board of directors may make decisions on the procedural issues involved in the proposal. If the proposal is split or combined for voting, the consent of the original proposer shall be obtained; If the original proposer disagrees with the change, the chairman of the shareholders’ meeting may submit the procedural issues to the shareholders’ meeting for decision and discuss them in accordance with the procedures decided by the shareholders’ meeting.
Article 17 If the board of directors decides not to include the proposal of the general meeting of shareholders in the matters to be considered at the meeting, it shall explain and explain it at the general meeting of shareholders.
If the proposer disagrees with the decision of the board of directors not to include his proposal in the agenda of the shareholders’ meeting, he may call an extraordinary shareholders’ meeting in accordance with the procedures specified in Article 10 of these rules.
If the proposer decides to convene an extraordinary general meeting of shareholders on his own, he shall notify the board of directors in writing and issue a notice of convening an extraordinary general meeting of shareholders. The contents of the notice shall comply with the following provisions: no new contents shall be added to the contents of the proposal, otherwise the proposer shall resubmit the request for convening a general meeting of shareholders to the board of directors in accordance with the procedures.
Article 18 the convener shall notify all shareholders in the form of public announcement 20 days before the annual shareholders’ meeting is held, and the extraordinary shareholders’ meeting shall notify all shareholders in the form of public announcement 15 days before the meeting is held. When calculating the starting period, the company does not include the date of the meeting.
Article 19 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 ordinary shareholders (including preferred shareholders whose voting rights have been restored) have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to be a shareholder of the company;
(IV) equity registration date: the interval between the equity registration date and the meeting date shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed;
(V) name and telephone number of permanent contact person for conference affairs.
Article 20 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 to enable the shareholders to discuss the proposals
