Sansheng Intellectual Education Technology Co.Ltd(300282)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Sansheng Intellectual Education Technology Co.Ltd(300282) (hereinafter referred to as “the company”) and shareholders, clarify the responsibilities and authorities of the general meeting of shareholders, ensure the standardized, efficient and stable operation of the general meeting of shareholders and exercise 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”) These rules are formulated in accordance with the provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the Sansheng Intellectual Education Technology Co.Ltd(300282) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 These rules are applicable to the general meeting of shareholders of the company and are binding on the company, all shareholders, authorized agents of shareholders, directors, supervisors, general manager, deputy general manager, financial director, Secretary of the board of directors and other relevant personnel attending the general meeting of shareholders as nonvoting delegates.
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. All other than the annual general meeting of shareholders are extraordinary general meetings of shareholders. The extraordinary general meeting of shareholders shall be held in the order of the year in which it is held. In case of the following circumstances requiring the convening of an extraordinary general meeting, the extraordinary general meeting shall be held within 2 months:
(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 by laws, administrative regulations, departmental rules or the articles of association.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the local office of the CSRC and the stock exchange where the company’s shares are listed and traded (hereinafter referred to as the “Stock Exchange”), explain the reasons and make an announcement.
Article 4 when convening a general meeting of shareholders, a 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 rules for the general meeting of shareholders of listed companies 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) other legal opinions required by the company.
Article 5 the general meeting of shareholders is the authority of the company. All matters falling within the scope of powers of the general meeting of shareholders as stipulated in the articles of association shall be submitted to the general meeting of shareholders for deliberation.
Article 6 the board of directors of the company shall strictly abide by the provisions of the company law and other laws and regulations on convening the general meeting of shareholders, and carefully and timely organize the general meeting of shareholders. All directors of the company shall be responsible for the normal convening of the general meeting of shareholders in good faith and shall not hinder the general meeting of shareholders from exercising its functions and powers according to law.
Article 7 shareholders who legally and effectively hold the company’s shares have the right to attend or authorize agents to attend the general meeting of shareholders, and enjoy the rights to know, speak, question and vote in accordance with the law, the articles of association and these rules.
Article 8 shareholders and their authorized agents attending the general meeting of shareholders shall abide by the provisions of relevant laws, the articles of association and these rules, consciously maintain the order of the meeting, and shall not infringe upon the legitimate rights and interests of other shareholders.
Article 9 the Secretary of the board of directors of the company shall be responsible for the preparation and organization of the general meeting of shareholders. Chapter II convening procedures of the general meeting of shareholders
Section 1 convening of the general meeting of shareholders
Article 10 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 3 of these rules.
Article 11 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 will 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 will explain the reasons and make a public announcement.
Article 12 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 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 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 request 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 13 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 proposal 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 14 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.
The shareholding ratio shall not be less than 10% before the shareholders’ meeting is announced.
The board of supervisors or 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 15 the board of directors and the Secretary of the board of directors will cooperate with the general meeting of shareholders convened by the board of supervisors or shareholders.
The board of directors will provide the register of shareholders on the equity registration date. 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 16 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the company.
Section II proposal and notice of shareholders’ meeting
Article 17 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 18 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.
Except for the circumstances specified in the preceding paragraph, after issuing the notice and announcement of the general meeting of shareholders, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals.
For proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 17 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 19 the convener will notify all shareholders in the form of announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders will notify all shareholders in the form of announcement 15 days before the meeting.
Article 20 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;
(VI) voting time and procedures by network or other means.
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.
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.
Article 21 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 details of the candidates for directors and supervisors, including at least the following contents:
(I) education background, work experience, part-time job and other personal information;
(II) whether there is a related relationship with the company or the controlling shareholder and actual controller of the company;
(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.
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 22 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 confirmed, it shall not be changed.
Article 23 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.
Section III convening of the general meeting of shareholders
Article 24 the place where the company holds the general meeting of shareholders is the domicile of the company or the place clearly recorded in the notice of the meeting.
The company holds the general meeting of shareholders in the form of on-site meeting place. The company will also provide online voting to facilitate the shareholders’ meeting. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
After the notice of the general meeting of shareholders is issued, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without justified reasons. If the change is really necessary, the convener shall issue a notice and explain the specific reasons at least two trading days before the date of the on-site meeting.
Article 25 If the general meeting of shareholders of the company adopts network or other means, the voting time and voting procedures of network or other means shall be clearly stated in the notice of the general meeting of shareholders.
The online voting time through the trading system of Shenzhen stock exchange is: the trading time on the day of the on-site shareholders’ meeting, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on the day of the on-site shareholders’ meeting. Article 26 the board of directors and other conveners shall take necessary measures to ensure the normal order of the shareholders’ meeting. 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 27 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 28 shareholders shall present their stock account card, ID card or other valid certificates or certificates that can indicate their identity to the shareholders’ meeting. The proxy shall also submit the power of attorney of the shareholder and the valid ID card of the individual.
Article 29 the convener and the lawyer 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 30 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 manager and other senior managers shall attend the meeting as nonvoting delegates.
Article 31 the general meeting of shareholders shall be presided over by the chairman. If the chairman is unable or fails to perform his duties, the vice chairman jointly elected by more than half of the directors shall preside over the meeting. If the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.
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 with the consent of more than half of the shareholders with voting rights attending the general meeting of shareholders
