Mengshi new energy technology (Henan) Co., Ltd
Rules of procedure of the general meeting of shareholders
(revised in April 2022)
Chapter I General Provisions
Article 1 in order to regulate the behavior of Lion New Energy Technology (Henan) Co., Ltd. (hereinafter referred to as "the company" or "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") These rules are formulated in accordance with the provisions of laws, regulations, normative documents and the articles of association, such as the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - Guidelines for the standardized operation of listed companies on the main board.
Article 2 the shareholders' meeting shall be held in strict accordance with the provisions of the articles of association and relevant laws and regulations.
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 shall exercise its functions and powers within the scope specified in the company law and the articles of association.
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 within 6 months after the end of the previous fiscal year.
The extraordinary general meeting of shareholders shall be held from time to time. Under the following circumstances, the extraordinary general meeting of shareholders shall be held within 2 months: (1) when the number of directors is less than 5;
（2） When the company's outstanding losses reach 1 / 3 of the total paid in share capital;
（3） At the request of shareholders who individually or jointly hold more than 10% of the shares of the company;
（4） When the board of directors deems it necessary;
（5） When the board of supervisors proposes to hold a meeting;
（6） 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 Henan regulatory bureau of CSRC and Shenzhen Stock Exchange, explain the reasons and make an announcement.
Article 5 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 general meeting of shareholders comply with laws and regulations, relevant provisions of Shenzhen Stock Exchange and the provisions of the articles of Association;
(II) whether the convener's qualification is legal and valid;
(III) the number of shareholders attending the shareholders' meeting, the number of authorized representatives of shareholders and the number of representative shares; Whether the qualification of personnel attending the meeting is legal and valid;
(IV) whether the voting procedure of the general meeting of shareholders is 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 case of any circumstance in paragraph 3 of Article 41 of these rules of procedure, a clear opinion shall be issued on whether the voting votes of relevant shareholders are not included in the total number of voting shares of the general meeting of shareholders and whether the voting results are legal and compliant;
(VII) 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;
(VIII) legal opinions on other relevant issues at the request of the company.
The legal opinion issued by the lawyer shall be announced together with the resolution of the general meeting of shareholders, and vague words such as "basically consistent" and "not found" shall not be used. It shall be signed by two practicing lawyers and the person in charge of the law firm, stamped with the seal of the law firm and signed on the date.
Article 6 the shareholders of the company may publicly solicit from other shareholders their legitimate rights of shareholders such as the right to convene the general meeting of shareholders, the right to propose, the right to nominate and the right to vote, but shall not solicit them with compensation or in a disguised form.
Chapter II convening of the general meeting of shareholders
Article 7 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 8 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 9 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 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, or fails to give written 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 10 where the shareholders hold more than 10% of the shares in total, they shall have the right to submit a written request to the board of directors to convene the extraordinary general meeting 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.
Article 11 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 Shenzhen stock exchange for filing.
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 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 12 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 13 for the shareholders' meeting 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 14 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.
The convener shall reasonably set up the proposals of the general meeting of shareholders to ensure that the voting results of the proposals on the same matter are clear. In addition to the cumulative voting system, the general meeting of shareholders shall vote on all proposals item by item. If there are different proposals on the same matter, the general meeting of shareholders shall vote in accordance with the chronological order of proposals. Shareholders or their agents shall not vote for different proposals on the same matter at the same time.
In a proposal voted at a general meeting of shareholders, if the effectiveness of one proposal is the premise of the effectiveness of other proposals, the convener shall clearly disclose it in the notice of the general meeting of shareholders, and give special tips that the voting of the proposal as the premise is the premise of the effectiveness of the voting results of subsequent proposals.
The proposer shall clearly explain the relationship between the proposals in the proposal letter and other documents containing the contents of the proposal, clarify whether the relevant proposals are submitted to the same shareholders' meeting for voting, and explain the reasons for the selection of voting methods and their legality and compliance. Article 15 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.
Article 16 Where a shareholder puts forward an interim proposal for the general meeting of shareholders, there shall be no one of the following circumstances:
(I) the shareholders who put forward the proposal do not meet the requirements of subject qualification such as shareholding ratio;
(II) exceeding the time limit specified in the proposal;
(III) the proposal does not fall within the scope of powers of the general meeting of shareholders;
(IV) there is no clear topic or specific resolution in the proposal;
(V) the content of the proposal violates laws and regulations and relevant provisions of Shenzhen Stock Exchange;
(VI) the content of the proposal does not comply with the provisions of the articles of association.
The shareholders who put forward the interim proposal shall provide the convener with the supporting documents of holding more than 3% of the shares of the company. Where the shareholders jointly submit a proposal through entrustment, the entrusting shareholder shall issue a written authorization document to the entrusted shareholder.
The shareholder or its authorized agent who proposes an interim proposal shall deliver the proposal letter, power of attorney, valid certificate indicating the identity of the shareholder and other relevant documents to the convener within the specified time limit.
The contents of the proposal letter of the interim proposal shall include: the name of the proposal, the specific contents of the proposal, the statement of the proposer that the proposal complies with the rules of the general meeting of shareholders of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the relevant provisions of Shenzhen Stock Exchange, as well as the statement of the proposer to ensure the authenticity of the shareholding supporting documents and power of attorney provided.
If the proposal does not fall under the circumstances specified in paragraph 1, the convener shall not refuse to submit the interim proposal to the general meeting of shareholders for deliberation. The convener shall issue a supplementary notice of the general meeting of shareholders within the specified time, disclosing the name of the shareholders who put forward the interim proposal, the shareholding ratio and the specific contents of the new proposal.
If the convener determines that there are circumstances specified in paragraph 1 of the interim proposal, and then determines that the general meeting of shareholders shall not vote on the interim proposal and make a resolution, he shall announce the contents of the relevant interim proposal of shareholders within two days after receiving the proposal, explain the basis and legal compliance of the above determination, and hire a law firm to issue a legal opinion on the relevant reasons and legal compliance and make an announcement.
Article 17 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 and announcement of the general meeting of shareholders, unless the shareholders who individually or jointly hold more than 3% of the ordinary shares of the company put forward temporary proposals.
If the convener needs to supplement or correct the disclosure of the proposal according to the regulations, he shall not substantially modify the proposal, and the relevant supplement or correction announcement shall be published before the online voting of the general meeting of shareholders. The legal opinion disclosed at the same time with the resolution of the general meeting of shareholders shall include the lawyer's clear opinions on whether the supplement and correction of the disclosure of the proposal constitute the substantive modification of the proposal.
If a proposal is substantially revised, the relevant change shall be regarded as a new proposal and shall not be voted at this shareholders' meeting.
For proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 13 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 18 the convener shall notify all shareholders in the form of announcement 20 days before the annual shareholders' meeting is held, and the extraordinary shareholders' meeting shall notify all shareholders in the form of announcement 15 days before the meeting is held. When calculating the starting date, the company shall not include the date of the meeting.
Article 19 the notice of the general meeting of shareholders shall include the following contents:
（1） Time, place and duration of the meeting;
（2） Matters and proposals submitted to the meeting for consideration;
（3） Explain in obvious words: all ordinary shareholders (including preferred shareholders whose voting rights have been restored) have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to be the shareholder of the company;
（4） The date of equity registration of shareholders entitled to attend the general meeting of shareholders;
（5） Name and telephone number of permanent contact person for conference affairs;
(VI) voting time and procedures by network or other means.
The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals. If the relevant proposal requires the opinions of independent directors and intermediaries, the opinions of independent directors and intermediaries shall be disclosed at the latest when the notice of the general meeting of shareholders is issued.
The time of online voting through the trading system of Shenzhen stock exchange is the trading time of Shenzhen Stock Exchange on the day of the general meeting of shareholders; The time for voting through the Internet voting system shall not be earlier than 3:00 p.m. on the day before the on-site shareholders' meeting, and not later than 9:30 a.m. on the day of the on-site shareholders' meeting, and its end time shall not be earlier than 3:00 p.m. on the day when the on-site shareholders' meeting ends.
Article 20 Where the general meeting of shareholders intends to discuss the election of directors and supervisors,
