Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to regulate the corporate behavior of Tellgen Corporation(300642) (hereinafter referred to as the “company”) 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”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules of the general meeting of shareholders of listed companies, the governance standards of listed companies, and the guidelines for the articles of association of listed companies These rules are formulated in accordance with the provisions of the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the “Listing Rules”), the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem (hereinafter referred to as the “standardized operation guidelines”) and the Tellgen Corporation(300642) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, rules for the general meeting of shareholders of listed companies 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 3 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 4 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. The extraordinary general meeting of shareholders shall be held irregularly. In case of the circumstances that the extraordinary general meeting of shareholders shall be held as stipulated in Article 100 of the company law, the extraordinary general meeting of shareholders shall be held within two months.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the Shanghai regulatory bureau of the CSRC and the Shenzhen Stock Exchange, explain the reasons and make an announcement.
Article 5 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, departmental rules, normative documents, rules for the general meeting of shareholders of listed companies, listing rules, guidelines for standardized operation and the articles of Association;
(II) whether the convener’s qualification is legal and valid;
(III) the number of shareholders attending the shareholders’ meeting, the number of authorized representatives of shareholders and the number of representative shares; Whether the qualification of personnel attending the meeting is legal and valid;
(IV) whether the voting procedures and results of the general meeting of shareholders are legal and effective;
(V) avoidance of voting by relevant shareholders;
(VI) in addition to the proposal of electing directors and supervisors by cumulative voting, the number of shares agreed, responded and abstained by each proposal and its proportion in the total number of valid voting shares attending the meeting, as well as whether the proposal has been passed; The proposal to elect directors and supervisors by cumulative voting, the number of election votes obtained by each candidate and whether they are elected; Whether the voting result of the general meeting of shareholders is legal and valid;
(VII) legal opinions on other relevant issues at the request of the company.
Article 6 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 7 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 equity incentive plan;
（16） Review other matters that shall be decided by the general meeting of shareholders as stipulated in laws, administrative regulations, departmental rules or the articles of association.
Article 7 the following guarantees provided by the company shall be deliberated and approved by the general meeting of shareholders:
(I) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(II) any guarantee provided after the total amount of guarantee provided by 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) the guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
(V) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months; (VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated in the articles of association.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their related parties, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
When the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors present at the meeting of the board of directors. When the general meeting of shareholders deliberates the guarantee matters in Item (V) of this article, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
If the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which belongs to items 1 to 4 of this article, it may be exempted from being submitted to the general meeting of shareholders for deliberation.
Chapter II convening of the general meeting of shareholders
Article 8 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 4 of these rules.
Article 9 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 shall issue a notice of convening the general meeting of shareholders within five 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 10 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 or preside over it by itself..
Article 11 ordinary shareholders (including preferred shareholders whose voting rights are restored) 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 proposal in the notice shall be approved by the relevant shareholders.
If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, ordinary shareholders (including preferred shareholders whose voting rights are restored) who individually or jointly hold 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 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. Ordinary shareholders (including preferred shareholders whose voting rights are restored) 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 on their own..
Article 12 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 and report to Shenzhen stock exchange for the record.
Prior to the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening ordinary shareholders (including the preferred shareholders whose voting rights are restored) shall not be less than 10%.
The board of supervisors and the convening shareholders shall submit relevant supporting materials to Shenzhen 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 13 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 cooperate, provide necessary support and timely perform the obligation of information disclosure. 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 China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for access 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 14 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the company.
Chapter III proposal and notice of shareholders’ meeting
Article 15 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 16 ordinary shareholders (including preferred shareholders whose voting rights have been restored) who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals.
The shareholders or their authorized agents who propose an interim proposal shall submit the proposal letter, power of attorney, valid certificates indicating the identity of shareholders and other relevant documents to the convener in writing 10 days before the shareholders’ meeting. The contents of the proposal letter of the interim proposal shall include: the name of the proposal, the specific contents of the proposal, the statement of the proposer that the proposal complies with the provisions of Article 13 of the rules for the general meeting of shareholders of listed companies, and the statement of the proposer to ensure the authenticity of the shareholding certificate and power of attorney provided. 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 not listed in the notice of the general meeting of shareholders or not in conformity with the provisions of Article 15 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 17 the list of candidates for directors and supervisors shall be submitted to the shareholders’ meeting for voting in the form of proposals.
The nomination methods of directors and supervisors are as follows:
(I) nomination method of director candidates:
(1) The board of directors, the board of supervisors and the shareholders who individually or jointly hold more than 3% of the issued shares of the company may propose candidates for non independent directors, which shall be elected and decided by the general meeting of shareholders;
(2) The board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders.
(II) nomination method of supervisor candidates:
(1) The board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the issued shares of the company may propose candidates for supervisors who are not employee representatives, which shall be elected and decided by the general meeting of shareholders; (2) The candidates of employee representative supervisors shall be democratically elected by the company’s employee congress, employee congress or other forms.
Article 18 the shareholders of ordinary shares shall be notified 20 days before the convening of the annual general meeting (including the shareholders of ordinary shares who have the right to resume voting) in the form of announcement.
For the 20 days and 15 days mentioned in the preceding paragraph, when calculating the interval between the date of notice and announcement of the general meeting of shareholders and the date of on-site meeting, the date of on-site meeting of the general meeting of shareholders shall not be counted in the interval. If the notice of the general meeting of shareholders is issued in the morning or noon, the interval shall be calculated from the date of the announcement; If the notice of the general meeting of shareholders is issued in the evening, the interval shall be calculated from the next day.
Article 19 the annual general meeting of shareholders and the extraordinary general meeting of shareholders shall be sorted respectively:
(I) the annual general meeting of shareholders shall be sorted by year, and the notice of the meeting shall be indicated ×× The words of the annual general meeting of shareholders, such as“ ×× Annual general meeting “;
(II) the extraordinary general meeting of shareholders shall be sorted according to the time of the meeting, which shall be indicated in the notice of the meeting ×× Year × Words of the extraordinary general meeting, such as“ ×× The first extraordinary general meeting of shareholders in.
Article 20 the notice of the general meeting of shareholders shall include the following contents:
(I) the time, place and duration of the meeting. The time shall at least list the “year”, “month”, “day” and “hour” 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) for the determined equity registration date, the interval between the equity registration date and the meeting date shall not be less than two working days and not more than seven working days. Once the equity registration date is confirmed, it shall not be changed;
(V) name and telephone number of the permanent contact person of the meeting;
(VI) voting time and procedures by network or other means.
Article 21 the notice of the general meeting of shareholders and the supplementary notice shall fully and completely disclose the specific contents of all proposals, as well as all materials or explanations necessary for the shareholders to make reasonable judgments on the matters to be discussed. If the matters to be discussed need the opinions of independent directors, sponsors or independent financial advisers, as well as other securities service institutions, the notice of the general meeting of shareholders shall be issued or
