360 Security Technology Inc(601360)
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 all shareholders of 360 Security Technology Inc(601360) (hereinafter referred to as “the company” or “the company”), ensure the standardized and efficient operation of the general meeting of shareholders of the company, and ensure that shareholders exercise their functions and powers equally and effectively, These rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the guidelines for the governance of listed companies, the rules for the general meeting of shareholders of listed companies, the 360 Security Technology Inc(601360) articles of Association (hereinafter referred to as the articles of Association) and other relevant national laws and regulations.
Article 2 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 3 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 irregularly. In case that the extraordinary general meeting of shareholders should be held as stipulated in the company law, the extraordinary general meeting of shareholders shall be held within 2 months.
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) when 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 1 / 3 of the total paid in share capital;
(III) written request from shareholders who individually or jointly hold more than 10% (excluding voting proxy) 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.
The time limit for “convening an extraordinary general meeting within 2 months” referred to in items (III) and (V) above shall be calculated from the date when the board of directors of the company receives the written proposal submitted by the proposing shareholders and the board of supervisors meeting the conditions specified in these rules. If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to Tianjin Securities Regulatory Bureau and Shanghai Stock Exchange, explain the reasons and make an announcement.
Article 4 when convening the general meeting of shareholders, the company shall hire a lawyer to give legal opinions on the following issues and make a public announcement:
(I) whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, these rules and the articles of Association;
(II) whether the qualifications of the participants and the convener are legal and valid;
(III) whether the voting procedures and results of the meeting are legal and valid;
(IV) legal opinions on other relevant issues at the request of the company.
Article 5 the company shall hold a 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.
Chapter II convening of the general meeting of shareholders
Article 6 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 3 of these rules.
Article 7 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, but they shall obtain the consent of more than half of all independent directors. 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 and make a public announcement. Article 8 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 9 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. The aforesaid number of shares shall be calculated according to the date on which the shareholder puts forward a written 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. The topics and proposals of the meeting shall be consistent with those submitted to the board of directors above.
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 10 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, file with Shanghai Stock Exchange, and timely send the notice of convening the extraordinary general meeting of shareholders. The proposal content of the notice shall not add new content, otherwise the relevant shareholders shall re submit the request for convening the general meeting of shareholders to the board of directors according to the above procedures, The meeting place listed in the notice shall comply with the provisions of the articles of association and these rules.
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 convening shareholders shall apply for locking all or part of the company’s shares held by them during the above-mentioned period before sending the notice of the general meeting of shareholders. The board of supervisors and the convening shareholders shall submit relevant supporting materials to the Shanghai Stock Exchange when issuing the notice of the general meeting of shareholders and Issuing the announcement of the resolution of the general meeting of shareholders.
Article 11 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 12 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 13 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 14 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 and announce the contents of the interim proposal. The aforesaid number of shares shall be calculated according to the date on which the shareholder puts forward a written request.
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.
For the interim proposal of the general meeting of shareholders, the board of directors shall review the proposal in form according to the following principles:
Relevance, that is, whether the matters involved in the shareholder’s proposal are directly related to the company and do not exceed the scope of powers of the general meeting of shareholders stipulated in laws, regulations and the articles of Association;
Legality, that is, whether the shareholder’s proposal violates the relevant provisions of laws, administrative regulations and the articles of Association; Certainty, that is, whether the shareholder’s proposal has clear topics and specific resolutions.
For proposals that meet the above three requirements at the same time, the board of directors 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. For proposals that do not meet the above requirements, the board of directors shall not submit them to the general meeting of shareholders for deliberation, but shall timely announce the contents of the proposal and the explanation of the board of directors, and explain and explain them at the general meeting of shareholders.
Article 15 when the company holds the annual general meeting of shareholders, the convener shall notify all shareholders 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. When the company calculates the starting period of the notice of the general meeting of shareholders, it does not include the date of the meeting, but includes the date of announcement. Article 16 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 shareholders to make reasonable judgment on the matters to be discussed. When the notice of independent directors to discuss the matters to be discussed or the supplementary opinions to be expressed by the independent directors shall be issued at the same time.
Article 17 Where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders shall fully disclose the detailed information of the candidates for directors and supervisors, including at least the following contents:
(I) education background, work experience, part-time job and other personal information;
(II) whether there is any relationship with the company or its controlling shareholders and actual controllers;
(III) disclose the number of shares held by the company;
(IV) whether they have been punished by the CSRC and other relevant departments and the stock exchange.
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 18 the notice of the general meeting of shareholders shall specify 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.
The interval between the date of equity registration and the date of the meeting shall be no more than 7 working days and no less than 2 trading days. Once the equity registration date is confirmed, it shall not be changed.
Article 19 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 Registration of shareholders attending the general meeting of shareholders
Article 20 shareholders who wish to attend the general meeting of shareholders shall register at the date and place required in the notice. The documents to be provided at the time of registration are:
1. If the legal representative represents the legal person shareholder or the appointed representative represents the partnership shareholder to attend the meeting, the company shall be provided with the copy of the ID card of the legal representative or the appointed representative, the business license of the legal person shareholder or partnership shareholder stamped with the official seal, and the copy of the stock account card of the legal person shareholder or partnership shareholder;
2. If the legal person shareholder is represented by an agent who is not a legal representative or the partnership shareholder is represented by an agent who is not a designated representative, a copy of the ID card of the agent, the business license of the legal person shareholder or partnership shareholder with the official seal, the written power of attorney with the official seal of the legal person or partnership and the signature of the legal representative or the designated representative shall be provided to the company Copy of stock account card of legal person shareholder or partnership shareholder;
3. If individual shareholders attend the meeting in person, they shall provide copies of their ID cards and stock account cards;
4. If an agent attends the meeting on behalf of an individual shareholder, it shall provide a copy of the principal’s ID card, a copy of the stock account card, a power of attorney signed by the principal and a copy of the agent’s own ID card;
Non local shareholders can register by letter or fax, and the letter or fax shall contain the documents and materials of the above contents. On the day of the shareholders’ meeting, those actually attending the meeting shall present their original ID card to the registration office for verification, and provide the original power of attorney and the copy of the legal person business license stamped with the official seal for the company’s retention.
Article 21 the power of attorney shall contain the following contents:
(I) the name of the agent;
(II) whether it has the right to vote;
(III) instructions to vote for, against or abstain from voting on each item included in the agenda of the general meeting of shareholders;
(IV) date of issuance and term of validity of the power of attorney;
(V) signature of the principal. If the principal is a legal person or a shareholder of the partnership, it shall be stamped with the seal of the legal person or partnership unit and signed by the legal representative or authorized representative.
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 22 If the power of attorney for proxy voting 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 the power of attorney of voting proxy shall be placed at the company’s domicile or other places specified in the notice of convening the meeting.
If the principal is a legal person / partnership, its legal representative or the person authorized by the resolution of the board of directors or other decision-making body / appointed representative or the person designated by its decision-making body shall attend the general meeting of shareholders of the company as a representative. Article 23 If the relevant vouchers submitted by the personnel attending the meeting are under any of the following circumstances, their qualification to attend the meeting shall be deemed invalid:
(I) there is a forged, expired or altered identity card or the ID number of the principal or the person attending the meeting.
