Kaiyuan Education Technology Group Co.Ltd(300338) Technology Group Co., Ltd
Rules of procedure of the general meeting of shareholders of the company
Chapter I General Provisions
Article 1 in order to standardize the company’s behavior 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, and the Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the “Listing Rules”) These rules are formulated in accordance with relevant laws, regulations and normative documents such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the detailed rules for the implementation of online voting at the general meeting of shareholders of companies listed on the Shenzhen Stock Exchange, and the articles of association of Changsha Kaiyuan Instrument Co., Ltd. (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, these rules and the articles of association to ensure that shareholders 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 functions and powers of the general meeting of shareholders shall be exercised within the scope specified in the articles of association and the company law.
Article 4 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. Annual general meeting
One meeting shall be held within 6 months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held irregularly. In case of the circumstances that the extraordinary general meeting of shareholders shall be held as stipulated in Article 100 of the company law, 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 dispatched office of the China Securities Regulatory Commission (hereinafter referred to as the CSRC) and Shenzhen stock exchange where the company is located, explain the reasons and make an announcement.
Article 5 when convening a 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, the articles of association and these rules;
(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 convening of the general meeting of shareholders
Article 6 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 7 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. The board of directors shall make a timely announcement on the proposal of independent directors to convene an extraordinary general meeting of shareholders, and 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 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 8 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 make a timely announcement and give written feedback on whether it agrees or disagrees 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, hire a law firm to issue legal opinions and make an announcement on the relevant reasons and their legality and compliance, and cooperate with the board of supervisors to convene the general meeting of shareholders on its own, and shall not delay or refuse to perform the obligations of cooperation and disclosure without reason.
Article 9 shareholders who individually or jointly hold more than 10% of the issued voting shares of the company have the right to propose to convene an extraordinary general meeting of shareholders. The board of directors and the board of supervisors of the company shall make a timely announcement when receiving the written request of shareholders to convene the general meeting of shareholders, and give written feedback on whether they 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 relevant shareholders.
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 proposal in the notice shall be approved by the relevant shareholders.
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, hire a law firm to issue legal opinions and make an announcement on the relevant reasons and their legality and compliance, and cooperate with the shareholders to convene the general meeting of shareholders on their own, and shall not delay or refuse to fulfill the obligations of cooperation and disclosure without reason.
Article 10 when issuing the notice and announcement of the general meeting of shareholders, the convener of the general meeting of shareholders shall provide the Shenzhen stock exchange with the supporting documents that the convening of the general meeting of shareholders complies with the provisions of laws, administrative regulations, departmental rules, normative documents, listing rules, other rules of Shenzhen Stock Exchange and the articles of association of the company, including but not limited to:
1. If the board of directors convenes the general meeting of shareholders, it shall provide the resolution of the board of directors and make a public announcement;
2. If the board of supervisors convenes the general meeting of shareholders, it shall provide the supporting documents that the board of directors proposed to convene the general meeting of shareholders, but the board of directors did not agree to convene or did not perform the duty of convening the general meeting of shareholders, as well as the resolution of the board of supervisors convening the general meeting of shareholders and make an announcement;
3. Where a shareholder convenes a general meeting of shareholders, it shall provide documentary evidence that it holds more than 10% of the issued voting shares of the company alone or jointly for more than 90 consecutive days, as well as documentary evidence that it has requested the board of directors and the board of supervisors to convene a general meeting of shareholders, but the board of directors and the board of supervisors do not agree to convene or perform the duty of convening a general meeting of shareholders.
Article 11 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. 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. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders.
Article 12 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 13 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 14 when the company holds a general meeting of shareholders, the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the shares of the company have the right to put forward proposals to the company.
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 2 days after receiving the proposal and announce the contents of the interim proposal.
In addition to the provisions of 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 these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 15 the convener shall notify all shareholders in the form of announcement 20 days before the annual general meeting of shareholders is held
East, the extraordinary general meeting of shareholders shall be notified to all shareholders in the form of announcement 15 days before the meeting is held.
Article 16 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 telephone number of permanent contact person for conference affairs.
The notice of the general meeting of shareholders and the supplementary notice shall fully and completely disclose the specific contents of all proposals, as well as all materials or explanations required to enable the shareholders to make a reasonable judgment on the matters to be discussed. If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors shall be disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
Article 17 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, which shall include the following contents:
(I) education background, work experience, part-time job and other personal information, especially in the company’s shareholders, actual controllers and other units;
(II) whether there is any relationship with the company or its controlling shareholders and actual controllers;
(III) disclose the 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 the general meeting of shareholders elects two or more directors or supervisors, the cumulative voting system shall be adopted. When the general meeting of shareholders elects directors, independent directors and non independent directors shall vote separately.
In addition to adopting the cumulative voting system to elect directors and supervisors, each candidate for directors and supervisors shall be proposed in a single proposal.
Article 18 the notice of the shareholders’ meeting shall specify the time and place of the meeting and determine the date of equity registration. The interval between the date of equity registration and the date of the meeting shall not be more than 7 working days. Once the equity registration date is determined, it shall not be changed.
Article 19 after the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or cancelled without justified reasons, and the proposals listed in the notice of the general meeting of shareholders shall not be cancelled. In case of delay or cancellation, the convener shall make an announcement and explain the reasons at least 2 working days before the originally scheduled date.
Chapter IV convening of the general meeting of shareholders
Article 20 the company shall convene the general meeting of shareholders at the place of its domicile or the place specified in the articles of association. The general meeting of shareholders shall be held in the form of on-site meeting, and shall adopt safe, economic and convenient networks and other means to facilitate shareholders’ participation in the general meeting of shareholders in accordance with laws, administrative regulations, CSRC or the articles of association. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present. 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 21 the company shall clearly specify the voting time and voting procedures by network or other means in the notice of the general meeting of shareholders.
The starting time of online or other voting at the general meeting of shareholders is 9:15 a.m. on the day when the general meeting of shareholders is held, and the ending time is 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
Article 22 the board of directors and other conveners shall take necessary measures to ensure the normal order of the general meeting of shareholders. Measures shall be taken to stop the acts of interfering with the general meeting of shareholders, making trouble and infringing upon the legitimate rights and interests of shareholders, and timely report to the relevant departments for investigation and punishment.
Article 23 all shareholders or their agents registered on the equity registration date shall have the right to attend the general meeting of shareholders, and the company and the convener shall not refuse for any reason.
Article 24 If an individual shareholder attends the meeting in person, he shall show his ID card or other valid certificates or certificates that can indicate his identity and stock account card; Those who entrust others to attend the meeting shall show their valid ID card and power of attorney of shareholders.
The legal representative or the agent entrusted by the legal representative shall attend the meeting. 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 legal person shareholder unit according to law.
Article 25 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) the date of issuance and validity of the power of attorney;
(V) signature (or seal) of the client. If the principal is a legal person shareholder, it shall be stamped with the seal of the legal person. Article 26 the convener and the lawyer shall jointly verify the legitimacy of the qualification of shareholders according to the register of shareholders of the company 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 27 when the company holds a general meeting of shareholders, all directors, supervisors and the Secretary of the board of directors shall attend the meeting, and the general manager and other senior managers shall attend the meeting as nonvoting delegates.
Article 28 the general meeting of shareholders shall be presided over by the chairman. When the chairman is unable or fails to perform his duties, the vice chairman shall preside over the meeting; If the chairman of the board of directors or more than half of the deputy directors are unable to perform their duties, they shall be elected by the chairman of the board of 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.
When convening the general meeting of shareholders, if the chairman of the meeting violates the rules of procedure of the general meeting of shareholders and makes the general meeting of shareholders unable to continue, the general meeting of shareholders may elect one person to act as the chairman of 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 29 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 30 directors, supervisors and senior managers shall explain and explain the questions raised by shareholders at the general meeting of shareholders, except that business secrets cannot be disclosed at the general meeting of shareholders.
Article 31 the chairman of the meeting shall announce the number of shareholders and agents attending the meeting and the total number of shares with voting rights before voting. The number of shareholders and agents attending the meeting and the total number of shares with voting rights shall be subject to the registration of the meeting.
Article 32 shareholders (including their proxies) exercise their voting rights based on the number of voting shares they represent, and each share has one vote.
