Linewell Software Co.Ltd(603636)
Rules of procedure of the general meeting of shareholders
Adopted at the founding meeting and the first general meeting of shareholders on February 18, 2011
Revised for the first time at the 2014 annual general meeting on June 29, 2015
Revised for the second time at the 2020 annual general meeting of shareholders on May 12, 2021
On May 18, 2022, the third revision of 2021 annual general meeting of shareholders
Quanzhou, China
May, 2002
catalogue
Chapter I General Provisions Chapter II convening of the general meeting of shareholders 2 Chapter III proposal and notice of the general meeting of shareholders Chapter IV convening of the general meeting of shareholders 5 chapter V voting and resolutions of the general meeting of shareholders 10 Chapter VI Supplementary Provisions twelve
Linewell Software Co.Ltd(603636)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 These rules are formulated 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, the articles of association of Linewell Software Co.Ltd(603636) company (hereinafter referred to as the articles of association) and other relevant laws, administrative regulations and normative documents in order to regulate the acts of Linewell Software Co.Ltd(603636) company (hereinafter referred to as the “company”) and the shareholders of the company and ensure that the general meeting of shareholders exercises its functions and powers according to law.
Article 2 the company shall hold a general meeting of shareholders in strict accordance with the provisions of relevant laws, administrative regulations, normative documents and the articles of association to ensure that shareholders can exercise their rights according to law.
The board of directors shall earnestly perform its duties and organize the general meeting of shareholders in a serious and timely manner. 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 (hereinafter collectively referred to as “general meeting of shareholders”).
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 2 months from the date of occurrence:
(I) the number of directors is less than 2 / 3 of the number specified in the company law or the articles of Association; (II) when the company’s outstanding losses reach 1 / 3 of the total paid in share capital;
(III) written request from 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 relevant laws, administrative regulations, normative documents 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 dispatched office of the CSRC where the company is located and the stock exchange where the company’s shares are listed for trading, explain the reasons and make an announcement.
Article 5 when convening the general meeting of shareholders, the company shall employ a law firm to issue legal opinions on the following issues: (I) whether the convening and convening procedures of the meeting comply with the provisions of relevant laws, administrative regulations, normative documents 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 relevant issues required by 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. For the proposal of independent directors to convene an extraordinary general meeting, the board of directors shall, in accordance with the provisions of relevant laws, administrative regulations, normative documents and the articles of association, give written feedback on whether to agree or disagree to convene an extraordinary general meeting 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.
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, in accordance with the provisions of relevant laws, administrative regulations, normative documents 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 9 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 relevant laws, administrative regulations, normative documents 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 10 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 general meeting of shareholders makes a resolution, the shareholding ratio of convening shareholders shall not be less than 10%.
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.
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 relevant laws, administrative regulations, normative documents 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 Article 13 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 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.
Article 16 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific contents of all proposals and all materials or explanations required to enable shareholders to make 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, including at least the following contents:
(I) education background, work experience, part-time job and other personal information;
(II) whether there is any relationship with the company or its controlling shareholders and actual controllers;
(III) disclose the number of shares of the company it holds;
(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 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 confirmed, 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 explain the reasons at least 2 working days before the original date.
Chapter IV convening of the general meeting of shareholders
Article 20 the place where the company holds the general meeting of shareholders is the place of domicile and the place of main production or research and development. If necessary, the general meeting of shareholders may be held in other places related to the matters under consideration by resolution of the board of directors.
The general meeting of shareholders shall be held in the form of on-site meeting. The company will also provide network or other ways allowed by laws and regulations to facilitate shareholders’ participation in the general meeting of shareholders. 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 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 22 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 23 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 24 the name of the shareholders or the name of the lawyers who jointly register the voting rights of the shareholders shall be verified, and the registration authority shall provide the name of the shareholders and the basis for the registration of the voting rights of the shareholders. Before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the total number of voting shares held, the meeting registration shall be terminated.
Article 25 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 26 the general meeting of shareholders shall be presided over by the chairman. If the 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.
If the shareholders’ meeting cannot be held with the consent of more than half of the shareholders, the meeting can continue to be held with the consent of shareholders.
Article 27 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 28 directors, supervisors and senior managers shall explain and explain the questions raised by shareholders at the general meeting of shareholders.
Article 29 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 30 when a shareholder is related to the matters to be considered at the general meeting of shareholders, he shall withdraw from voting, and the shares with voting rights held by him shall not be included in the total number of shares with voting rights attending the general meeting of shareholders.
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be disclosed in a timely manner.
The company holds its own shares without voting rights, and this part of shares is not included in the total number of shares with voting rights attending the general meeting of shareholders.
Where a shareholder’s purchase of voting shares of the company violates the provisions of paragraphs 1 and 2 of Article 63 of the securities law, the shares exceeding the specified proportion shall not exercise the voting right within 36 months after the purchase, and shall not be included in the total number of voting shares attending the general meeting of shareholders.
Board of directors, independent
