Hitevision Co.Ltd(002955) rules of procedure of general meeting of shareholders
April 2022
Chapter I General Provisions
Article 1 in order to regulate the behavior of Hitevision Co.Ltd(002955) (hereinafter referred to as the “company”), 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 guidelines for the constitution of listed companies, the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other relevant laws These rules of procedure are formulated in accordance with the provisions of laws, regulations and normative documents and the provisions of Hitevision Co.Ltd(002955) articles of Association (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, normative documents, the articles of association and these rules of procedure 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 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 irregularly. Under any of the following circumstances, the company shall convene the extraordinary general meeting of shareholders within two months from the date of occurrence: (I) the number of directors is less than two-thirds of the number specified in the company law or 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 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 in the articles of association.
The proportion of voting rights mentioned in Item (III) of the preceding paragraph of this article shall be calculated according to the date on which the shareholder makes a written request. If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the dispatched office of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the stock exchange where the company is located, explain the reasons and make an announcement.
Article 4 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 of the stock exchange and the articles of Association;
(II) whether the convener’s qualification is legal and valid;
(III) the number of shareholders and authorized representatives of shareholders attending the general meeting and the number of representative shares; Whether the qualification of personnel attending the meeting is legal and valid;
(IV) whether the voting procedures of the meeting are legal and effective;
(V) avoidance of voting by relevant shareholders. If other shareholders are determined to avoid voting after the notice of the general meeting, the legal opinion shall disclose the relevant reasons in detail and issue clear opinions on its legality and compliance;
(VI) in addition to the proposal to elect directors and supervisors by cumulative voting, the number of shares agreed, opposed and abstained from each proposal and its proportion in the total number of valid voting shares attending the meeting, as well as whether the proposal has been adopted. 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) the name of the law firm and the names of the two lawyers who witnessed the shareholders’ meeting;
(VIII) legal opinions on other relevant issues at the request of the company.
Chapter II functions and powers of the general meeting of shareholders
Article 5 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 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 8 of these rules;
（13） Review and approve the purchase and sale of major assets by the company within one year that exceed 30% of the total assets of the company in the latest audited consolidated statements;
（14） Review and approve the change of the purpose of the raised funds;
（15） Review and approve the equity incentive plan and employee stock ownership plan;
（16） Review and approve 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.
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 7 the company shall purchase or sell assets, invest abroad (including entrusted financial management, investment in subsidiaries, etc.), provide financial assistance (including entrusted loans, etc.), lease in or lease out assets, entrust or entrust to manage assets and businesses, donate or receive donated assets, restructure creditor’s rights or debts, sign license agreements, transfer or transfer research and development projects Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.) and other matters that meet the following conditions shall be deliberated and approved by the general meeting of shareholders:
(I) the total assets involved in the transaction (if there are both book value and assessed value, whichever is higher) account for more than 50% of the total assets of the company in the latest audited consolidated statements;
(II) the net assets involved in the subject matter of the transaction (such as equity) account for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
(III) the transaction amount of the transaction (including the debts and expenses undertaken) accounts for more than 50% of the company’s latest audited consolidated net assets, and the absolute amount exceeds 50 million yuan;
(IV) the profit generated from the transaction accounts for more than 50% of the net profit of the company’s audited consolidated statements in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(V) 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 operating income in the audited consolidated statements of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
(VI) the net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the net profit of the company’s audited consolidated statements in the latest fiscal year, and the absolute amount exceeds 5 million yuan.
If the data involved in the above index calculation is negative, its absolute value shall be taken for calculation.
Article 8 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(I) the amount of a single guarantee exceeds 10% of the net assets of the company in the latest audited consolidated statements; (II) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the net assets in the latest audited consolidated statements;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) any guarantee provided after the total external guarantee of the company exceeds 30% of the total audited assets of the company in the latest period;
(V) the guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets; (VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated by laws, administrative regulations and departmental rules.
When the general meeting of shareholders deliberates the guarantee matters in Item (5) 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.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, and the voting shall be approved by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
The external guarantee of the company shall be approved by more than two-thirds of all members of the board of directors or approved by the general meeting of shareholders. Without the consent of more than two-thirds of all members of the board of directors or the approval of the general meeting of shareholders, the company shall not provide external guarantee.
Chapter III convening of the general meeting of shareholders
Article 9 the board of directors shall convene the shareholders’ meeting on time within the time limit specified in Article 3 of these rules of procedure. Article 10 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. The board of directors of the company shall make a timely announcement when receiving the proposal of independent directors on convening the 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 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 5 days after the resolution of the board of directors is made; If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, it shall explain the reasons and make a timely announcement, and hire a law firm to issue legal opinions on the relevant reasons and their legality and compliance and make an announcement.
Article 11 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, and shall submit a proposal with complete topics and contents to the board of directors in writing. The board of directors of the company shall make a timely announcement when receiving the written proposal of the board of supervisors to convene the 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 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 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, it shall make a timely announcement and explain the reasons, and hire a law firm to issue legal opinions and make an announcement on the relevant reasons and their legality and compliance. At the same time, the board of directors shall cooperate with the board of supervisors to convene the general meeting of shareholders, and shall not delay or refuse to perform the obligations of cooperation and disclosure without reason. If the board of directors 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 the duty of convening the general meeting of shareholders, and the board of supervisors has the right to convene and preside over the meeting by itself.
Article 12 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 a request in writing to the board of directors for the topics and contents of the meeting. The board of directors and the board of supervisors of the company shall make a timely announcement when receiving the written request for convening the general meeting of shareholders from the shareholders who jointly hold more than 10% of the shares of the company; 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.
If the board of directors and the board of supervisors do not agree to convene the general meeting of shareholders, they shall make a timely announcement and explain the reasons, and hire a law firm to issue legal opinions and make an announcement on the relevant reasons and their legality and compliance. At the same time, the board of directors and the board of supervisors shall cooperate with the shareholders to convene the general meeting of shareholders by themselves, and shall not delay or refuse to perform the obligations of cooperation and disclosure without reason. Article 13 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 dispatched office of the CSRC and the stock exchange where the company is located for the record.
Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%. The convening shareholders shall promise not to reduce their shares of the company from the date of proposing to convene the general meeting of shareholders to the date of convening the general meeting of shareholders and disclose them no later than the time of issuing the notice of the general meeting of shareholders.
The board of supervisors and the convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC and the stock exchange where the company is located when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
If the general meeting of shareholders of the company cannot be held normally, there are abnormal circumstances during the holding period, or there is a dispute over the effectiveness of the resolution, it shall immediately report to the Shenzhen Stock Exchange, explain the reasons, and disclose the relevant matters, the claims of the parties to the dispute, the current situation of the company and other information that can help investors understand the actual situation of the company, as well as the special legal opinion issued by lawyers.
In case of any of the circumstances specified in the preceding paragraph, the board of directors of the company shall maintain the normal production and operation order of the company, protect the interests of the company and all shareholders, and treat all shareholders fairly.
Article 14 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 the securities registration and clearing institution for acquisition by holding the relevant announcement of the notice of convening the general meeting of shareholders. Convener
