Zhejiang Zhaolong Interconnect Technology Co.Limited(300913)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to standardize the corporate governance structure of Zhejiang Zhaolong Interconnect Technology Co.Limited(300913) (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”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) These rules are formulated in accordance with the rules for the general meeting of shareholders of listed companies, relevant laws and regulations and the Zhejiang Zhaolong Interconnect Technology Co.Limited(300913) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the general meeting of shareholders is composed of all shareholders of the company. The general meeting of shareholders is the authority of the company and exercises its functions and powers in accordance with laws, administrative regulations, rules, the articles of association and the relevant provisions of these rules.
Article 3 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, rules, articles of association and these rules 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 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 within two months from the date of any of the following circumstances:
(I) when the number of directors is less than five or two-thirds of the number specified in the articles of Association;
(II) when the company’s outstanding losses reach one-third of the total paid in share capital;
(III) at the request of shareholders who individually or jointly hold more than 10% of the 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, articles of association or these rules.
Article 5 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 6 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 7 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 and preside over it by itself.
Article 8 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 five 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 the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, the shareholders 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. The change of 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 9 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 file with the stock exchange at the same time.
Where a shareholder decides to convene a general meeting of shareholders on its own, the shareholding ratio of the convening shareholder shall not be less than 10% from the time of requesting the convening of an extraordinary general meeting of shareholders to the time when the resolution of the general meeting of shareholders is made.
The board of supervisors and the 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 10 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. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders.
Article 11 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 12 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 13 the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the company’s shares have the right to put forward proposals to the general meeting of shareholders.
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 two days after receiving the proposal and announce the contents of the interim proposal.
Except for the circumstances specified in 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 12 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 14 the convener shall notify all shareholders in the form of public announcement 20 days before the annual shareholders’ meeting is held, and the extraordinary shareholders’ meeting shall notify all shareholders in the form of public announcement 15 days before the meeting is held.
When calculating the starting period, the company shall not include the date of the meeting.
Article 15 the notice of the general meeting of shareholders shall include 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 contact information of permanent contact person for conference affairs;
(VI) voting time and procedures by network or other means;
(VII) other contents.
The notice of the general meeting of shareholders and the supplementary notice shall fully and completely disclose all the specific contents of all proposals, as well as all the materials or explanations required to enable the shareholders to make a reasonable judgment on the matters to be discussed. If the relevant proposal requires the opinions of independent directors, the opinions and reasons of independent directors shall be disclosed at the same time when issuing the notice or supplementary 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 interval between the date of equity registration and the date of the meeting shall not be more than seven working days. Once the equity registration date is confirmed, it shall not be changed.
Article 16 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 or working experience, part-time job and other personal information;
(II) whether there is any relationship with the company or the controlling shareholder and actual controller of the company;
(III) number of shares held by the company;
(IV) whether they have been punished by the CSRC and other relevant departments and the stock exchange.
When electing or replacing directors and non employee supervisors at the general meeting of shareholders of the company, the cumulative voting system shall be implemented. The cumulative voting system means that when the general meeting of shareholders elects directors and non employee supervisors, each share owns and elects the directors and supervisors to be elected. In addition to the voting system, each candidate for directors and supervisors shall be proposed in a separate proposal.
Article 17 after issuing the notice of the shareholders’ meeting, the convener shall not postpone or cancel the shareholders’ meeting without justified reasons, and the proposals listed in the notice shall not be cancelled. In case of delay or cancellation, the company shall make an announcement at least two working days before the original date of the meeting, and explain the specific reasons for the delay or cancellation. If the shareholders’ meeting is postponed, the company shall announce the postponed date in the announcement.
Chapter IV convening of the general meeting of shareholders
Article 18 the general meeting of shareholders shall set up a venue and be held in the form of on-site meeting. The company will also provide network or other ways 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.
Article 19 the place where the company holds the general meeting of shareholders is the domicile of the company or other places specified in the notice of the meeting.
Article 20 all shareholders or their agents registered on the equity registration date have the right to attend the general meeting of shareholders and exercise their voting rights in accordance with relevant laws, regulations and the articles of association. The company and the convener shall not refuse for any reason.
Article 21 shareholders may attend the shareholders’ meeting in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization.
Article 22 If an individual shareholder attends the meeting in person, he shall hold his own ID card or other valid certificates or certificates that can indicate his shareholder’s identity and stock account card; If a proxy is entrusted to attend the meeting, the proxy shall submit the power of attorney of the shareholder and his / her valid ID card.
Institutional shareholders shall be represented at the meeting by the legal representative or the agent entrusted by the legal 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 institutional shareholder unit according to law.
Article 23 the power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall specify 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 (or seal) of the principal. If the principal is an institutional shareholder, it shall be stamped with the seal of the institutional unit. 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 24 the convener and the lawyer employed by the company shall jointly verify the legitimacy of the qualification of shareholders according to the register of shareholders provided by the securities registration and clearing institution, and register the names of shareholders and the number of voting shares they hold. The registration of the meeting shall be terminated before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the total number of voting shares held.
Article 25 the general meeting of shareholders shall be presided over by the chairman. If the chairman is unable or fails to perform his duties, it shall be presided over by a director jointly elected by more than half of the directors.
The general meeting of shareholders convened by the board of supervisors shall be presided over by the chairman of the board of supervisors. When the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.
The general meeting of shareholders convened by the shareholders themselves shall be presided over by the representative elected by the convener. If the shareholders are unable to elect the chairman for any reason, the shareholder (including the shareholder’s agent) who holds the most shares present at the meeting shall act as the chairman of the meeting.
When convening the general meeting of shareholders, if the chairman of the meeting violates the rules of procedure so that the general meeting of shareholders cannot continue, the general meeting of shareholders may elect one person to preside over the meeting and continue the meeting with the consent of more than half of the shareholders with voting rights attending the general meeting of shareholders.
Article 26 at the annual general meeting of shareholders, the board of directors and the board of supervisors shall make a report on their work in the past year to the general meeting of shareholders, and each independent director shall also make a report on his work.
Article 27 directors, supervisors and senior managers of the company shall explain and explain the questions and suggestions of shareholders at the general meeting of shareholders.
Chapter V voting at the general meeting of shareholders
Article 28 the general meeting of shareholders is divided into ordinary resolutions and special resolutions.
An ordinary resolution made at the general meeting of shareholders shall be adopted by more than half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
A special resolution made by the general meeting of shareholders shall be adopted by more than two-thirds of the voting rights held by the shareholders (including their agents) attending the general meeting of shareholders.
Article 29 the following matters shall be adopted by the general meeting of shareholders by ordinary resolution:
(I) work reports of the board of directors and the board of supervisors;
(II) profit distribution plan and loss recovery plan prepared by the board of directors;
(III) appointment and removal of members of the board of directors and the board of supervisors and their remuneration and payment methods;
(IV) annual budget plan and final settlement plan of the company;
(V) annual report of the company;
(VI) other matters except those required by laws, administrative regulations or the articles of association to be adopted by special resolution.
Article 30 the following matters shall be adopted by special resolution of the general meeting of shareholders:
(I) the company increases or decreases its registered capital;
(II) division, merger, dissolution or change of corporate form of the company;
(III) spin off its subsidiaries for listing;
(IV) articles of association and
