Rules of procedure of the general meeting of shareholders
(January 2022)
Chapter I purpose
Article 1 in order to promote the standardized operation of Inkon Life Technology Co.Ltd(300143) (hereinafter referred to as "the company"), improve the discussion efficiency of the general meeting of shareholders, protect the legitimate rights and interests of shareholders and ensure the legitimacy and effectiveness of the procedures and resolutions of the general meeting, in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") These rules are formulated in combination with the actual situation of the company in accordance with the relevant provisions such as the rules for the general meeting of shareholders of listed companies and the articles of association of Inkon Life Technology Co.Ltd(300143) (hereinafter referred to as the "articles of association").
Article 2 the company shall convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations and the articles of association to ensure that shareholders can exercise their functions and powers 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. The shareholders' meeting shall be held diligently and normally, and all directors shall exercise their duties 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. Chapter II general provisions of the general meeting of shareholders
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 not held by employee representatives, and decide on matters related to 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） To consider 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 equity incentive plan and employee stock ownership plan;
（16） Make a resolution on the company's acquisition of the company's shares due to the circumstances specified in items (I) and (II) of Article 24 of the articles of Association;
（17） Review other matters that shall be decided by the general meeting of shareholders according to 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 deliberated and approved by the general meeting of shareholders:
(I) any guarantee provided after the total external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets;
(II) the guarantee amount exceeds 30% of the company's latest audited total assets within 12 consecutive months; (III) any guarantee provided after the company's total external guarantee reaches or exceeds 30% of the latest audited total assets;
(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 provided for the guarantee object whose asset liability ratio exceeds 70%;
(VI) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VII) guarantees provided to shareholders, actual controllers and their related parties;
(VIII) other guarantees stipulated by Shenzhen Stock Exchange or the articles of association.
When the general meeting of shareholders deliberates the proposal to provide guarantee for shareholders, actual controllers and their affiliates, such shareholders or shareholders controlled by such 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 general meeting of shareholders deliberates the guarantee matters in Item (II) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting. In addition to the external guarantee acts specified in the preceding paragraph, other external guarantee acts of the company shall be deliberated and approved by the board of directors.
The external guarantee of the company shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and more than two-thirds of all independent directors, or approved by the general meeting of shareholders. The company shall not provide external guarantee without the approval of the board of directors or the general meeting of shareholders.
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 falls under the circumstances of items (I), (IV), (V) and (VI) of paragraph 2 of this article, it may be exempted from submitting to the general meeting of shareholders for deliberation.
All directors and senior managers of the company shall review the external guarantees of the company in strict accordance with the articles of association and relevant laws, regulations and normative documents, and bear joint and several liabilities for the losses caused by illegal or improper external guarantees.
If the directors, senior managers and other relevant managers of the company with audit authority approve or sign external guarantee contracts without authority or neglect to perform their duties in accordance with the specified authorities and procedures, the company shall investigate the legal responsibilities of the relevant responsible personnel.
Directors, supervisors, senior managers and other relevant managers who violate the approval authority and review procedures of external guarantees shall be given corresponding sanctions such as criticism, fine and dismissal according to their responsibilities. And accept the punishment of the regulatory authorities at the same time; If a crime is suspected, it shall be transferred to the judicial organ for handling.
Article 6 Where a transaction (except providing guarantee and financial assistance) of the company meets one of the following standards, the company shall submit it to the general meeting of shareholders for deliberation and timely disclosure:
(I) 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 evaluated value, the higher one shall be taken as the calculation data;
(II) 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 the absolute amount exceeds 50 million yuan;
(III) 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 the absolute amount exceeds 5 million yuan;
(IV) 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;
(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 the absolute amount exceeds 5 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation. If the transactions of the company only meet the standards in Item (III) or (V) of this article, and the absolute value of the company's earnings per share in the latest fiscal year is less than 0.05 yuan, the company may be exempted from the provisions of submitting to the general meeting of shareholders for deliberation.
In this article, "transaction of the company" refers to the purchase or sale of assets (excluding the purchase of raw materials, fuels and power related to daily operation, and the sale of products, commodities and other assets related to daily operation, but it still includes the purchase and sale of such assets in asset replacement); Foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries); Provide financial assistance (including entrusted loans); Providing guarantee (refers to the guarantee provided by the company for others, including the guarantee for holding subsidiaries); Leased in or leased out assets; Sign management contracts (including entrusted operation, entrusted operation, etc.); Donated or donated assets; Reorganization of creditor's rights or debts; Transfer of research and development projects; Sign the license agreement; Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.); Other transactions recognized by Shenzhen Stock Exchange.
Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, etc., may be exempted from being submitted to the general meeting of shareholders for deliberation in accordance with paragraph 1 of this article.
The financial assistance provided by the company shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and make a resolution to timely perform the obligation of information disclosure. In case of any of the following circumstances, the financial assistance shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the latest audited asset liability ratio of the funded object exceeds 70%;
(II) the amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company's latest audited net assets;
(III) other circumstances stipulated by the CSRC, Shenzhen Stock Exchange or the articles of association.
The provisions of the preceding two paragraphs shall not apply to the company's main business of providing loans, loans and other financing business, or the object of funding is a holding subsidiary within the scope of the company's consolidated statements with a shareholding ratio of more than 50%.
Article 7 related party transactions between the company and related parties (except those providing 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 shall be disclosed in time and submitted to the general meeting of shareholders for deliberation.
The company shall not provide financial assistance such as funds for directors, supervisors, senior managers, controlling shareholders, actual controllers and their controlling subsidiaries. The company shall prudently provide financial assistance or entrusted financial management to related parties. Any guarantee provided by the company for related parties, regardless of the amount, shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. Where the company provides guarantee for the controlling shareholder, actual controller and its related parties, the controlling shareholder and actual controller shall
Article 8 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 from time to time. In case that the extraordinary general meeting of shareholders shall be held as stipulated in Article 100 of the company law and Article 9 of these rules, the extraordinary general meeting of shareholders shall be held within 2 months.
Article 9 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 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 of shareholders' request.
Article 10 the place where the company holds the general meeting of shareholders shall be the meeting room of the company's domicile or the place designated in the notice of the general meeting of shareholders.
The general meeting of shareholders will be held in the form of on-site meeting. The company will also provide online voting to facilitate shareholders' participation in the general meeting of shareholders. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present. If a shareholder participates in the general meeting of shareholders through the Internet, the shareholder identity verification shall be handled in accordance with the relevant provisions of the institution providing online voting services for the general meeting of shareholders, and the shareholder identity confirmation results obtained from the verification in accordance with the provisions shall prevail.
Article 11 when the company holds the general meeting of shareholders, it will hire a lawyer to give legal opinions on the following issues and publish them:
(I) whether the convening and convening procedures of the meeting comply with laws, administrative regulations 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.
Chapter III convening of general meetings of shareholders
Article 12 the board of directors shall convene the shareholders' meeting on time within the time limit specified in Article 8 of these rules. Article 13 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, 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 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 will explain the reasons and make a written announcement. Article 14 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 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. 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 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 15 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. 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, shareholders individually or jointly holding more than 10% of the company's shares have the right to report to the board of supervisors
