Primeton Information Technologies Inc(688118)
Rules of procedure of the general meeting of shareholders
catalogue
Chapter I General Provisions Chapter II functions and powers of the general meeting of shareholders Chapter III authority of the general meeting of shareholders Chapter IV authorization of the general meeting of shareholders Chapter V shareholders’ meeting system Chapter VI convening of the general meeting of shareholders Chapter VII proposal and notice of the general meeting of shareholders Chapter VIII convening of the general meeting of shareholders 9 Chapter IX voting and resolutions of the general meeting of shareholders Chapter 10 minutes of the meeting 16 Chapter XI Supplementary Provisions seventeen
Primeton Information Technologies Inc(688118)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to further regulate the behavior of Primeton Information Technologies Inc(688118) (hereinafter referred to as “the company”) and ensure that the general meeting of shareholders of the company can exercise 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, the standards for the governance of listed companies, and the rules for the general meeting of shareholders of listed companies These rules of procedure are hereby formulated in accordance with the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the Primeton Information Technologies Inc(688118) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 These Rules of procedure are applicable to the general meeting of shareholders of the company and are binding on the company, all shareholders, shareholders’ agents, directors, supervisors, general manager and other senior managers of the company and other relevant personnel attending the general meeting of shareholders as nonvoting delegates.
Article 3 the board of directors of the company shall strictly abide by the provisions of relevant laws and regulations on convening the general meeting of shareholders, and carefully organize the general meeting of shareholders on time. All directors of the company are responsible for the good faith of the normal convening of the general meeting of shareholders. The board of directors of the company shall earnestly perform its duties and organize the general meeting of shareholders in a serious and timely manner. 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.
Shareholders who legally and effectively hold the company’s shares have the right to attend or entrust agents to attend the general meeting of shareholders, and enjoy the rights of shareholders such as the right to know, the right to speak, the right to question and the right to vote according to law. Shareholders and their proxies attending the general meeting of shareholders shall abide by relevant laws and regulations, the articles of association and these rules of procedure, consciously maintain the order of the meeting, and shall not infringe upon the legitimate rights and interests of other shareholders.
Article 4 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’ rights. The matters discussed and decided by the general meeting of shareholders shall be determined in accordance with the provisions of the company law and the articles of association.
Article 5 the Secretary of the board of directors of the company shall be responsible for the preparation and organization of the general meeting of shareholders. Article 6 the convening of the general meeting of shareholders shall adhere to the principle of simplicity and simplicity, and shall not give additional benefits to shareholders (or shareholders’ agents) attending the meeting. The directors attending the meeting shall faithfully perform their duties, ensure the authenticity, accuracy and completeness of the contents of the resolution, and shall not use expressions that are easy to cause ambiguity.
Chapter II functions and powers of the general meeting of shareholders
Article 7 the general meeting of shareholders is composed of all shareholders of the company and 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’ rights.
The matters discussed and decided by the general meeting of shareholders shall be determined in accordance with the provisions of the company law and the articles of association.
Article 8 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 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, change of corporate form, dissolution and liquidation 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 stipulated in the articles of Association;
（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 equity incentive plan and employee stock ownership plan;
（16） In accordance with the relevant provisions of laws, administrative regulations, departmental rules, normative documents of the CSRC and the business rules of Shanghai Stock Exchange, review the company’s foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other matters.
Chapter III authority of the general meeting of shareholders
Article 9 the following guarantee matters of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets; (II) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) according to the principle of cumulative calculation of the guarantee amount for 12 consecutive months, the guarantee exceeds 30% of the company’s latest audited total assets;
(V) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
(VI) guarantees provided to shareholders, actual controllers and their related parties;
(VII) other circumstances required by the Shanghai Stock Exchange or the articles of association to be deliberated and approved by the general meeting of shareholders.
The guarantee in Item (IV) of the preceding paragraph shall be approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
If the company provides guarantee for a wholly-owned subsidiary or a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which does not harm the interests of the company, the provisions of items (I) to (III) of the preceding paragraph may be exempted. The company shall summarize and disclose the aforesaid guarantees in the annual report and semi annual report.
Where the company provides guarantee for related parties, it shall have reasonable business logic and shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. If the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
In case of violation of the authority of the general meeting of shareholders and the board of directors to examine and approve external guarantees as stipulated in the articles of association and causing losses to the company, relevant personnel shall be investigated for economic responsibility; If the circumstances are serious enough to constitute a crime, they will be handed over to the judicial organ for handling in accordance with the provisions of relevant laws.
Article 10 if the transactions of the company (except providing guarantee) meet one of the following standards, they shall be submitted to the general meeting of shareholders for deliberation and approval:
(I) the total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period;
(II) the transaction amount of the transaction accounts for more than 50% of the market value of the company;
(III) the proportion of the net asset value of the subject matter of the transaction (such as equity) in the company in the latest fiscal year
More than 50% of the market value;
(IV) the relevant operating income of the subject matter of the transaction (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 exceeds 50 million yuan;
(V) 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 exceeds 5 million yuan;
(VI) the net profit related to the subject matter of the transaction (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 exceeds RMB 5 million;
The “transaction” mentioned in paragraph 1 of this article includes the following items: (I) purchase or sale of assets; (II) foreign investment (excluding the purchase of bank financial products); (III) transfer or transfer of R & D projects; (IV) sign a license agreement; (V) providing guarantee; (VI) assets leased in or leased out; (VII) entrusted or entrusted management of assets and businesses; (VIII) donated or donated assets; (IX) reorganization of creditor’s rights and debts; (x) provide financial assistance; （11） Other transactions recognized by the stock exchange. The above purchases and sales of assets do not include the purchase of raw materials, fuels and power, as well as the sale of products or commodities, provision or acceptance of services and other transactions related to daily operation. The transaction amount specified in paragraph 1 of this article refers to the transaction amount paid and the debts and expenses borne; However, if: (I) the transaction arrangement involves the consideration that may be paid or received in the future, does not involve the specific amount or the amount determined according to the set conditions, the expected maximum amount is the transaction amount; (II) if the company conducts transactions by stages, the provisions of this article shall apply on the basis of the total transaction amount; (III) when the company provides financial assistance, the transaction amount shall be taken as the transaction amount; (IV) if the company has entrusted financial management for 12 consecutive months, the maximum balance in that period shall be the transaction amount.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 11 the total assets or transaction amount involved in the purchase or sale of assets by the company exceeds 30% of the total assets audited in the latest period within 12 consecutive months. It shall also be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 12 transactions between the company and related parties (except for providing guarantee) accounting for more than 1% of the company’s latest audited total assets or market value and exceeding 30 million yuan shall be submitted to the general meeting of shareholders for deliberation.
Article 13 the market value specified in this chapter refers to the arithmetic average of the closing market value of the 10 trading days before the transaction. Chapter IV authorization of the general meeting of shareholders
Article 14 matters that should be decided by the general meeting of shareholders in accordance with relevant laws and regulations and the articles of association must be deliberated by the general meeting of shareholders, so as to ensure the decision-making power of shareholders of the company on such matters. Article 15 in order to ensure and improve the stability and efficiency of the company’s daily operation, the general meeting of shareholders may clearly and limited delegate its authority to decide on investment plans, asset disposal and external guarantee to the board of directors.
Article 16 where necessary, reasonable and in compliance with relevant laws and regulations, the general meeting of shareholders may authorize the board of directors to make decisions within the scope authorized by the general meeting of shareholders on specific relevant matters related to the matters resolved, which cannot or need not be decided at the general meeting of shareholders at that time.
Chapter V shareholders’ meeting system
Article 17 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting.
Article 18 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.
Article 19 the extraordinary general meeting of shareholders shall be held irregularly. Under any of the following circumstances, the company shall convene the extraordinary general meeting of shareholders within 2 months from the date of occurrence:
(I) the number of directors is less than the number specified in the company law or the articles of association
