Rules of Shanghai Step Electric Corporation(002527) shareholders’ meeting
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Before and after modification
Article 1 is to standardize the publicity of Shanghai Step Electric Corporation(002527) Article 1 is to standardize the publicity of Shanghai Step Electric Corporation(002527)
To ensure that the general meeting of shareholders exercises its functions and powers in accordance with the law, and to ensure that the general meeting of shareholders exercises its functions and powers in accordance with the act of the people’s Republic of China
The company law of the people’s Republic of China (hereinafter referred to as the company law), the company law of the people’s Republic of China (hereinafter referred to as the company law), and the company law of the people’s Republic of China
The securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the securities law of the shareholders of listed companies (hereinafter referred to as the Securities Law), and the securities law of the shareholders of listed companies
Rules of the board of directors, guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange, guidelines for governance of listed companies and Shanghai Shanghai Step Electric Corporation(002527) electric
No. 1 – the implementation of laws and regulations such as “standardized operation of listed companies on the main board” and the articles of association of normative joint stock limited companies (hereinafter referred to as “the articles of association”)
These rules are formulated in accordance with the documents and the Shanghai Step Electric Corporation(002527) articles of association.
These rules are formulated in accordance with the relevant provisions of the articles of association.
Article 4 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. 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 in the previous fiscal year. 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 within 6 months after the end of the meeting. 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 101 of the company law and the extraordinary general meeting of shareholders as stipulated in Article 100 of the company law, the extraordinary general meeting of shareholders shall be held within 2 months. In any case, the extraordinary general meeting of shareholders shall be held within 2 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 Shenzhen Stock Exchange, And explain the reasons. Shanghai regulatory bureau and Shenzhen Stock Exchange (hereinafter referred to as “SZSE”), the dispatched offices of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) where the company is located, explain the reasons and make an announcement.
Article 6 the general meeting of shareholders is the authority of the company, which shall be exercised according to law. Article 6 the general meeting of shareholders is the authority of the company, which shall exercise the following functions and powers according to law:
List of authorities:
… (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company (IX) make resolutions on the merger, division, change of corporate form, dissolution and corporate form of the company;
Make resolutions on liquidation and other matters
… (12) to review and approve the Guarantees specified in Article 42 of the articles of Association; (12) to review and approve the Guarantees specified in Article 41; Guarantee matters;
… …
（15） Review the equity incentive plan or its change plan; （15） Review the equity incentive plan and employee stock ownership plan, or review and approve the change plan of the transaction between the company and related persons (the company);
(16) review and approve the daily related party transaction agreement in which the amount of the transaction between the company and related parties (except for the cash assets and guarantee provided if the company accounts for more than 5% of the absolute value of the company’s latest audited net assets) exceeds RMB 3000 and there is no specific transaction amount. The net value of the audited related party transactions and the net value of the audited related party transactions accounted for more than 50000 yuan in the most recent period
agreement.
Article 7 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
Article 7 the following external guarantees of the company shall be reviewed by the general meeting of shareholders (I) a guarantee with a single guarantee amount exceeding 10% of the company’s latest audited net assets;
(I) the amount of a single guarantee exceeds 10% of the total guaranteed assets provided by the company and its holding subsidiaries in the latest audited net assets of the company (II); (II) the total external guarantee provided by the company and its holding subsidiaries after exceeding 50% of the company’s latest audited net assets;
(III) the total amount of guarantees provided by the company and its holding subsidiaries after exceeding 50% of the company’s latest audited net assets, exceeding any guarantee; Any guarantee provided after 30% of the total audited assets of the company in the latest period (III) guarantee provided for the guarantee object with an asset liability ratio of more than 70%;
protect; (IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds (IV) and the guarantee amount exceeds 70% of the company’s recent financial statements in 12 consecutive months;
30% of the total assets audited in the current period; (V) the guarantee amount in the last 12 months exceeds 30% of the company’s total assets audited in the latest period in the last 12 consecutive months;
50% of the audited net assets and the absolute amount exceeds 50 million yuan; (VI) guarantees provided to shareholders, actual controllers and their affiliates; (VI) guarantees provided to shareholders, actual controllers and their affiliates; (VII) other circumstances stipulated by the CSRC and the Shenzhen Stock Exchange.
(VII) other guarantees stipulated by Shenzhen Stock Exchange. See article 51 of these rules for the contents of transactions made by the general meeting of shareholders using the company’s assets, the contents of transactions made by the general meeting of shareholders using the company’s assets and the authority of transaction amount.
See article 50 of these rules for the authority of the amount. When the general meeting of shareholders deliberates the guarantee proposal for shareholders, actual controllers and their affiliates, and when the general meeting of shareholders deliberates the guarantee proposal for shareholders, actual controllers and their affiliates, the shareholder or the shareholder controlled by the actual controller shall not participate in the voting. The voting shall be conducted by the shareholders attending the general meeting of shareholders and shall not participate in the voting, The voting shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
He is approved by more than half of the voting rights held by shareholders. 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 when the general meeting of shareholders deliberates the guarantee matters in items (IV) and (V) of this article.
It shall be approved that more than two-thirds of the voting rights held by the shareholders present at the meeting pass through the company and its holding subsidiaries within the scope of consolidated statements. Unless otherwise provided by the CSRC, the Shenzhen Stock Exchange and the articles of association, the guarantee matters between the company’s holding subsidiaries are exempted from performing the corresponding procedures in accordance with the provisions of this article.
Article 9 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders Article 9 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. The proposal of independent directors to convene an extraordinary general meeting of shareholders shall be submitted to the general meeting of 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, and at the meeting, in accordance with the provisions of laws, administrative regulations and the articles of association, Within 10 days after receiving the proposal, submit 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. Written feedback from the meeting.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall make a decision. 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 board of directors will not issue the notice of convening the general meeting of shareholders within 5 days after the resolution is made; The board of directors does not
If it agrees to convene an extraordinary general meeting of shareholders, it shall explain the reasons. If it agrees to convene an extraordinary general meeting of shareholders, it shall explain the reasons and make a public announcement.
Article 12 the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own
Article 12 the board of supervisors or shareholders decide to convene the general meeting of shareholders by themselves and Shenzhen stock exchange for the record. The board of directors shall be notified in writing and filed with the stock exchange at the same time.
Before the resolution of the general meeting of shareholders is made, the shareholding ratio of the convening shareholders shall not be lower than 10%. At 10%.
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 publishing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders. 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 publishing the announcement of the resolution of the general meeting of shareholders. Material.
Article 16 the company shall convene the general meeting of shareholders. The board of directors and the board of supervisors shall convene the general meeting of shareholders in accordance with Article 16. The board of directors, the board of supervisors and the shareholders who individually or jointly hold more than 3% of the shares of the company shall have the right to make proposals to the shareholders who individually or jointly hold more than 3% of the shares of the company and to the company. The company made a proposal.
Shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them in writing to the convener 10 days before 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 in writing to the convener 10 days before the general meeting of shareholders. The convener shall send a supplementary notice to the shareholders’ meeting within 2 days after receiving the proposal. 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. through
