Beijing Scitop Bio-Tech Co.Ltd(300858)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to regulate the behavior of Beijing Scitop Bio-Tech Co.Ltd(300858) (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 for the general meeting of shareholders of listed companies, the standards for the governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange These rules are formulated in accordance with the provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the Beijing Scitop Bio-Tech Co.Ltd(300858) 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, the 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.
Article 3 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） Deliberating and approving the transactions specified in Article 4 of these rules;
（12） Review and approve the guarantee matters specified in Article 5 of these rules;
（13） The provisions of Article 6 of these rules on the approval of related party transactions;
（14） To examine and approve the financial assistance matters stipulated in Article 7 of these rules;
（15） 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;
（16） Review and approve the change of the purpose of the raised funds;
（17） Review the equity incentive plan and employee stock ownership plan;
（18） Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
Article 4 the company purchases or sells assets (excluding the purchase of raw materials or the sale of commodities and other assets related to daily operation), foreign investment (including entrusted financial management, investment in subsidiaries, except the establishment or capital increase of wholly-owned subsidiaries), rents in or leases out assets, signs management contracts (including entrusted operation, entrusted operation, etc.), gifts or gifts of assets, creditor's rights or debt restructuring If the transfer of research and development projects, the signing of license agreements, the waiver of rights (including the waiver of preemptive rights, the right to subscribe capital contributions, etc.) and other transactions (except the provision of guarantees and financial assistance) meet one of the following standards, they must be deliberated and approved by the general meeting of shareholders: (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 evaluation value, the higher one shall be taken as the calculation data;
(II) the relevant operating income of the transaction object (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 related net profit of the transaction object (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 calculation of indicators (I) to (V) above is negative, its absolute value shall be taken for calculation. When the company purchases or sells assets, the higher of the total assets and transaction amount shall be taken as the calculation standard, and the cumulative calculation shall be made within 12 consecutive months according to the type of transaction. If the cumulative calculation reaches 30% of the total assets audited in the latest period, it shall be submitted to the shareholders' meeting for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. Those who have fulfilled relevant obligations in accordance with the above provisions will not be included in the relevant cumulative calculation scope. If the transactions of the company only meet the above standards (III) and (V), and the absolute value of the company's earnings per share in the latest fiscal year is less than 0.05 yuan, it may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with this article. If the company has entrusted financial management for 12 consecutive months, the maximum balance in that period shall be the transaction amount.
The following activities of the company do not belong to the matters specified in the preceding paragraph:
(I) purchase of raw materials, fuels and power related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
(II) selling products, commodities and other assets related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
(III) although the transactions specified in the preceding paragraph are carried out, they are the main business activities of the company.
Transactions in which the company unilaterally obtains benefits, including receiving cash assets and obtaining debt relief, can be exempted from the deliberation procedures of the general meeting of shareholders.
Article 5 the external guarantee of the company shall be approved by the general meeting of shareholders after deliberation:
(I) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the 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 latest audited net assets of the company within 12 consecutive months and the absolute amount exceeds 50 million yuan;
(V) the guarantee amount exceeds 30% of the company's latest audited total assets within 12 consecutive months; (VI) any guarantee provided after the company's total external guarantee reaches or exceeds 30% of the latest audited total assets;
(VII) guarantees provided to shareholders, actual controllers and their related parties;
(VIII) guarantee provided for related parties of the company;
(IX) other external guarantees that must be considered by the general meeting of shareholders as stipulated in laws, administrative regulations, departmental rules, business rules of the stock exchange and the articles of association.
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 guarantee in the same proportion according to their rights and interests, which belongs to the circumstances in items (I) to (IV) above, it may be exempted from being submitted to the general meeting of shareholders for deliberation.
When the general meeting of shareholders deliberates the matters in items (V) and (VI) above, it must be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
When the general meeting of shareholders deliberates the proposal to provide guarantee for shareholders, actual controllers and their related parties, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, and the voting must be passed by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Article 6 the following related party transactions of the company shall be deliberated and approved by the general meeting of shareholders:
(I) the amount of transactions between the company and related parties (except the provision of guarantee) exceeds 30 million yuan and accounts for more than 5% of the absolute value of the company's latest audited net assets;
(II) the provisions of the preceding paragraph shall apply to the following connected transactions of the company within 12 consecutive months in accordance with the principle of cumulative calculation:
1. Transactions with the same related party;
2. Transactions with different connected persons related to the same transaction object. The same related person mentioned above includes other related persons who are controlled by the same subject or have equity control relationship with the related person. Those who have fulfilled relevant obligations in accordance with the above provisions will not be included in the relevant cumulative calculation scope.
(III) the company provides guarantee for related parties.
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. If the company intends to conduct connected transactions that must be submitted to the general meeting of shareholders for deliberation, it shall obtain the prior approval of independent directors before submitting them to the board of directors for deliberation. The prior approval opinions of independent directors shall be approved by more than half of all independent directors and disclosed in the announcement of related party transactions.
Where the company entrusts financial management to related parties, it shall take the amount incurred as the calculation standard of disclosure and calculate it cumulatively within 12 consecutive months according to the transaction type.
The following transactions between the company and its affiliates may be exempted from being submitted to the general meeting of shareholders for deliberation in accordance with the provisions of the preceding paragraph:
(I) the company participates in public bidding and public auction for unspecified objects (excluding restricted methods such as bidding invitation);
(II) transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc;
(III) the pricing of related party transactions is stipulated by the state;
(IV) the related parties provide funds to the company, and the interest rate is not higher than the loan interest rate standard for the same period stipulated by the people's Bank of China;
(V) the company provides products and services to directors, supervisors and senior managers under the same trading conditions as non affiliated persons.
Article 7 the following financial support acts of the company shall be reviewed and approved by the general meeting of shareholders:
(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 financial assistance provided by the stock exchange or the articles of association.
Article 8 when convening the shareholders' meeting, the company will 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 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 II types of shareholders' meeting
Article 9 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.
Article 10 under any of the following circumstances, an extraordinary general meeting of shareholders shall be convened 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 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 number of shares held in accordance with paragraph (III) above shall be calculated according to the number of shares held on the date of the shareholder's written request.
Chapter III convening of the general meeting of shareholders
Article 11 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 10 of these rules.
Article 12 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 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 13 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 will 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 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 duty of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
Article 14 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. 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.
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 15 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 the CSRC where the company is located
