Yunding Technology Co.Ltd(000409)
Rules of procedure of the general meeting of shareholders
(reviewed and approved by the 2021 annual general meeting of shareholders of the company on May 18, 2022)
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the shareholders of Yunding Technology Co.Ltd(000409) (“the company”), standardize the operation of the general meeting of shareholders of 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 (“the company law”), the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws and administrative regulations These rules are formulated in accordance with the relevant provisions of regulations, normative documents and Yunding Technology Co.Ltd(000409) articles of Association (“articles of association”).
Article 2 the company shall hold 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 can exercise their rights according to law. The board of directors of the company shall earnestly perform its duties and seriously and timely organize and convene 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 other laws, administrative regulations, normative documents and the articles of association, and shall not interfere with the punishment of shareholders on their own rights.
Chapter II general provisions of the general meeting of shareholders
Article 4 the general meeting of shareholders is the authority of the company and the main way for shareholders to exercise their power according to law.
Article 5 the general meeting of shareholders shall exercise 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 bonds by the company;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(x) amend the articles of association and its annexes (including the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors);
（11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） Review and approve the guarantee matters specified in Article 6 of these rules;
（13） Review and approve the change of the purpose of the raised funds;
（14） Review the equity incentive plan and employee stock ownership plan;
（15） Review the company’s foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, etc.), leased or leased assets, debt restructuring, gift or gift assets (except the company’s donated cash assets), entrusted or entrusted management of assets or business, signing of license agreement, transfer or transfer of research and development projects and other non related transactions that meet the following standards:
1. The total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
2. The net assets involved in the transaction object (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;
3. The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
4. The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
5. The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
6. The profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
For the above transactions (except entrusted financial management) of the company, the above provisions shall apply to the same type of transactions related to the transaction object in accordance with the principle of cumulative calculation within 12 consecutive months. The transaction of purchasing or selling assets shall be subject to the higher of the total assets or transaction amount, which shall be calculated cumulatively within 12 consecutive months according to the type of transaction. If the cumulative calculation exceeds 30% of the total assets audited in the latest period, it shall be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
（16） Review the related party transactions between the company and related parties (except for the company’s cash assets, guarantees and simple debt relief of the company’s obligations) with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets;
The following related party transactions occurred within 12 consecutive months of the company shall be subject to the above provisions in accordance with the principle of cumulative calculation:
1. Transactions with the same related person;
2. Transactions with different related parties and the same transaction object.
（17） To consider and approve financial assistance under any of the following circumstances:
1. The amount of single financial assistance exceeds 10% of the company’s latest audited net assets;
2. The latest financial statement data of the funded object shows that the asset liability ratio exceeds 70%;
3. The cumulative amount of financial assistance in the last 12 months exceeds 10% of the company’s latest audited net assets; 4. Other circumstances stipulated by laws and regulations.
If the object of financial assistance provided by the company is a holding subsidiary within the scope of the company’s consolidated statements with a shareholding ratio of more than 50%, and the other shareholders of the holding subsidiary do not include the company’s controlling shareholders, actual controllers and their affiliates, the provisions of the preceding paragraph may be exempted.
（18） Review 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 6 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders of the company:
(I) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 30% of the total assets audited in the latest period;
(III) if the guarantee rate of the guaranteed assets exceeds 70%;
(IV) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(V) the accumulative amount of guarantee in the last 12 months exceeds 30% of the company’s latest audited total assets; (VI) guarantees provided to shareholders, actual controllers and their related parties.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their related parties, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting. The voting shall be approved by more than half of the voting rights held by other shareholders attending the general meeting of shareholders. When the general meeting of shareholders of the company deliberates the guarantee matters in Item (V) of this article, it shall be approved by more than two-thirds of the voting rights held by shareholders attending the meeting.
Article 7 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.
Article 8 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence: (I) when 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 by laws, administrative regulations, departmental rules or the articles of association.
The number of shares held in Item (III) above shall be calculated according to the date on which the shareholder makes a written request.
Article 9 the place where the company holds the general meeting of shareholders is: the place of domicile of the company or other places listed in the notice of the general meeting of shareholders.
The general meeting of shareholders shall be held in the form of on-site meeting, online voting or other combination. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
If the company is unable to convene the general meeting of shareholders within the time limit specified in Articles 7 and 8 of these rules, it shall report to the dispatched office of the China Securities Regulatory Commission and Shenzhen stock exchange where the company is located, explain the reasons and make an announcement.
Chapter III convening of the general meeting of shareholders
Article 10 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 11 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 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 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 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, submit a 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 supervisors or shareholders convene the general meeting of shareholders on their own, they shall notify the board of directors of the company in writing before issuing the notice of the general meeting of shareholders, and file it with Shenzhen Stock Exchange at the same time. Before announcing the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10% of the total shares of the company. Before issuing the notice of the general meeting of shareholders, 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.
The board of supervisors or convening shareholders shall submit relevant supporting materials to Shenzhen 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 13 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 of the company on the date of equity registration.
Article 14 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the company. Chapter IV proposal and notice of shareholders’ meeting
Article 15 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 16 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, disclosing the name of the shareholders who put forward the interim proposal, the shareholding ratio and the contents of the new proposal.
Except for the circumstances specified in 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 16 of these rules of procedure, the general meeting of shareholders shall not vote and make resolutions.
Article 17 the convener shall notify all shareholders by public announcement 20 days before the annual shareholders’ meeting (excluding the day of the meeting), and the extraordinary shareholders’ meeting shall notify all shareholders by public announcement 15 days before the meeting (excluding the day of the meeting).
Article 18 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 of permanent contact for conference affairs,
