Jiangsu Bide Science And Technology Co.Ltd(605298)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to improve the efficiency of the shareholders’ meeting of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as the “company”), ensure the legitimacy of the procedures and resolutions of the shareholders’ meeting, and fully safeguard the legitimate rights and interests of all shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Jiangsu Bide Science And Technology Co.Ltd(605298) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and normative documents, These rules of procedure are formulated (hereinafter referred to as “these rules”).
Article 2 the shareholders of the company are those who hold the shares of the company according to law. The general meeting of shareholders is composed of all shareholders of the company. The general meeting of shareholders is the authority of the company. The general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association, and shall not interfere with the disposal of shareholders’ own rights.
Article 3 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, these rules and the articles of association 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 if the resolution of the general meeting of shareholders violates laws, administrative regulations or the articles of association and infringes upon the legitimate rights and interests of shareholders, shareholders have the right to file a lawsuit to the people’s court to stop the illegal act and infringement.
Article 5 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.
Article 6 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within two 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 one-third of the total paid in share capital;
(III) written request from 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.
The number of shares held in Item (III) above shall be calculated according to the date on which the shareholder puts forward a written request.
Chapter II matters to be deliberated at the general meeting of shareholders and proposals of shareholders
Article 7 the general meeting of shareholders shall consider and make resolutions on the following matters:
（1） Determine the company’s business policy and investment plan;
（2） Elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors;
（3） Review and approve the report of the board of directors;
（4） Review and approve the report of the board of supervisors;
（5） Review and approve the company’s annual financial budget plan and final account plan;
（6） Review and approve the company’s profit distribution plan and loss recovery plan;
（7） Make resolutions on the increase or decrease of the company’s registered capital;
（8） Make resolutions on the issuance of corporate bonds;
（9） 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;
（10） The guarantee matters shall be examined and approved by the general meeting of shareholders;
（11） Make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; （12） Amend the articles of Association;
（13） Make resolutions on the employment and dismissal of accounting firms by the company;
（14） Review and approve the change of the purpose of the raised funds;
（15） Review the equity incentive plan and employee stock ownership plan;
（16） 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.
Article 8 when the company holds a general meeting of shareholders, shareholders who individually or jointly hold more than 3% of the total number of voting shares issued by the company have the right to put forward temporary proposals.
The proposer may put forward an interim proposal ten days before the shareholders’ meeting and submit it to the convener in writing; 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.
Article 9 the interim proposal of shareholders shall meet the following conditions:
(I) the content does not conflict with the provisions of laws, regulations and the articles of association, and belongs to the business scope of the company and the responsibilities of the general meeting of shareholders;
(II) there are clear topics and specific resolutions;
(III) submit or serve on the board of directors in writing.
Article 10 the board of directors shall provide shareholders (or shareholders’ agents), directors, supervisors and other senior managers with a document including meeting topics, proposals, relevant background information and voting votes on the topics considered at the general meeting of shareholders, so as to ensure that the participants can understand the contents of the deliberations and make accurate judgments.
Chapter III convening and notification of the general meeting of shareholders
Article 11 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in these rules.
Article 12 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 and make a public announcement. Article 13 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 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 14 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 15 Where 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 report to the dispatched office of the CSRC and the stock exchange where the company is located for the record..
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 or convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
Article 16 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 acquisition 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 17 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the company.
Article 18 when the company holds the annual general meeting of shareholders, the convener shall notify the shareholders of the company by public announcement 20 days before the meeting is held; The extraordinary general meeting of shareholders shall be notified to all shareholders by public announcement 15 days before the meeting is held. The date of the meeting is not included.
Article 19 the notice of the shareholders’ meeting shall include the following contents:
(I) date, 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 to attend the meeting and vote. The agent of the shareholder does not need to 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 matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors will be disclosed at the same time when issuing the notice or supplementary notice of the general meeting of shareholders.
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 board of directors shall deliver relevant materials and documents on the matters discussed at the meeting to all shareholders along with the notice.
Article 20 the date of equity registration shall be decided by the board of directors. The shareholders registered on the date of equity registration shall have the right to participate in the general meeting of shareholders. The interval between the date of equity registration and the date of the meeting shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Article 21 the board of directors shall list the matters to be considered at the shareholders’ meeting in the notice of convening the shareholders’ meeting, and fully disclose the contents of all proposals put forward by the board of directors. If it is necessary to change the matters involved in the resolution of the previous general meeting of shareholders, the contents of the disclosed proposal shall be complete and not only the contents of the change shall be listed.
If it is listed in “other matters” but does not specify the specific contents, it cannot be voted as a proposal for deliberation at the general meeting of shareholders.
Article 22 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 qualification of shareholders and conveners
Article 23 shareholders may attend the shareholders’ meeting in person or entrust agents to attend and vote on their behalf. If a shareholder entrusts a proxy to attend the shareholders’ meeting, only one person can be entrusted. A shareholder shall entrust an agent in writing, which shall be signed by the principal or by the agent entrusted in writing; If the principal is a legal person, it shall be stamped with the seal of the legal person or signed by its duly appointed agent.
Article 24 If an individual shareholder attends the meeting in person, he shall show his ID card or other valid certificates or certificates that can indicate his identity and stock account card; Those who entrust others to attend the meeting shall show their valid ID card and power of attorney of shareholders.
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. If the legal representative attends the meeting, he / she shall show his / her ID card and valid certificate proving his / her qualification as legal representative; 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 of the legal person shareholder unit according to law.
The power of attorney shall at least be placed at the company’s domicile or other places specified in the notice of convening the meeting before the relevant meeting is held. If the power of attorney 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 power of attorney shall be placed at the company’s domicile or other places specified in the notice of convening the meeting.
Article 25 the power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall specify the following:
（1） Name of agent;
（2） Whether it has voting rights;
（3） Instructions to vote for, against or abstain from voting on each item included in the agenda of the general meeting of shareholders;
（4） Date of issue and term of validity;
（5） Signature (or seal) of the principal. If the principal is a legal person shareholder, the seal of the legal person shall be affixed. 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 relevant vouchers submitted by the personnel attending the general meeting of shareholders are under any of the following circumstances, their qualification to attend the meeting shall be deemed invalid:
(1) the identity card of the principal or the person attending the meeting is falsified, expired, altered, and the ID number is incorrect, which does not conform to the “resident identity card act” and the rules for its implementation.
(II) the ID card information submitted by the client or the participants at the meeting is illegible;
(III) the same shareholder entrusts more than one person to attend the meeting;
(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 is not signed or sealed by the principal;
(VI) there are other obvious violations of laws, regulations and the articles of association in the relevant vouchers submitted by the principal or the personnel attending the meeting on his behalf.
Article 27 If the client’s or his agent’s qualification to attend the meeting is determined to be invalid because the client’s authorization is unknown or the relevant vouchers submitted by his or her agent to prove the client’s legal identity and entrustment relationship do not comply with the provisions of laws, regulations and the articles of association, the client or his or her agent shall bear the corresponding legal consequences.
