Jiangxi Special Electric Motor Co.Ltd(002176)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to regulate the behavior of Jiangxi Special Electric Motor Co.Ltd(002176) (hereinafter referred to as “the company”), improve the corporate governance structure, clarify the responsibilities and authorities of the general meeting of shareholders, ensure that the general meeting of shareholders of the company is held in accordance with the law, improve the discussion efficiency of the general meeting of shareholders, and ensure the democratic and scientific decision-making behavior of the company, 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 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 (hereinafter referred to as the “rules for the general meeting of shareholders”), 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 regulations, as well as the provisions of Jiangxi Special Electric Motor Co.Ltd(002176) articles of Association (hereinafter referred to as the “articles of association”).
Chapter II general provisions of the general meeting of shareholders
Article 2 the company shall hold a general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, the articles of association and these rules 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 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. The company shall not exercise the statutory functions and powers of the general meeting of shareholders on behalf of the board of directors or other institutions and individuals in the form of authorization. Where the general meeting of shareholders authorizes the board of directors or other institutions and individuals to exercise other functions and powers on its behalf, it shall comply with the authorization principles stipulated in laws and regulations and the articles of association, and specify the specific contents of the authorization.
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 six months after the end of the previous fiscal year. The board of directors shall be responsible for convening it.
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 two months.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to Jiangxi securities regulatory bureau 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 meeting comply with the provisions of laws, administrative regulations, these rules 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) legal opinions on other relevant issues at the request of the company.
Chapter III 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 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 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 laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree with the convening of 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 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 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 Shenzhen stock exchange for the record.
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 board of supervisors and convening shareholders shall submit relevant supporting materials to Shenzhen Stock Exchange when issuing the notice of the general meeting of shareholders and Issuing 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 IV proposal and notice of shareholders’ meeting
Article 13 the proposal of the general meeting of shareholders shall meet the following conditions:
(I) it falls within the scope of powers of the general meeting of shareholders;
(II) there are clear topics and specific resolutions;
(III) 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.
Article 15 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. Before the shareholders’ meeting, if qualified shareholders put forward temporary proposals, the shareholding ratio from the issuance of the proposal notice to the announcement of the resolution of the meeting shall not be less than 3%. Where a shareholder puts forward an interim proposal, it shall provide the convener with the supporting documents of holding more than 3% of the shares of the company. If the shareholders jointly propose a proposal through entrustment, the entrusting shareholder shall issue a written authorization document to the entrusted shareholder. 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.
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 shall not be voted and adopted at the general meeting of shareholders.
Article 16 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 17 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 an agent to attend the meeting and vote. The agent of the shareholder does not need to be the 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 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 18 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals, as well as all the materials or explanations required to enable the shareholders to make a reasonable judgment on the matters to be discussed.
If the relevant proposal requires the opinions of independent directors and intermediaries, the company shall disclose the relevant opinions at the latest when issuing the notice of the general meeting of shareholders.
Among the proposals voted at the 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 on the premise that the voting result of subsequent proposals is effective after the voting of the proposal as the premise is passed.
Article 19 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 held by the company;
(IV) whether the securities exchange and other relevant departments have been punished.
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 20 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 V registration of general meeting of shareholders
Article 21 shareholders attending the general meeting of shareholders shall register in the time and manner specified in the notice of the meeting.
Article 22 shareholders shall provide the following documents when registering the meeting:
(I) legal person shareholder: if the legal representative attends the meeting, he / she shall present his / her ID card, valid certificate proving his / her qualification as legal representative and relevant shareholding certificates; If an agent is entrusted to attend the meeting, the agent shall present his ID card, written power of attorney and shareholding certificate issued by the legal representative of the legal person shareholder unit according to law. (II) individual shareholders: if individual shareholders attend the meeting in person, they shall show their ID card or other valid certificates or certificates that can indicate their 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.
Article 23 shareholders who have not registered the meeting but hold valid certificates of Shareholding on the date of equity registration may attend the general meeting of shareholders.
Article 24 the convener and the lawyer hired by the company will jointly verify the legitimacy of shareholders’ qualifications 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.
Chapter VI convening of shareholders’ meeting
Article 25 the company shall convene the general meeting of shareholders at its domicile or at the place designated by the board of directors.
Article 26 the general meeting of shareholders shall set up a venue and be held in the form of on-site meeting. In accordance with the provisions of laws, administrative regulations, CSRC and the articles of association, safe, economic and convenient networks and other ways shall be adopted 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.
Article 27 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.
Article 28 the board of directors and other conveners of the company shall take necessary measures to ensure the seriousness and normal order of the general meeting of shareholders. Except for the shareholders (or agents), directors, supervisors, Secretary of the board of directors, senior managers, employed lawyers and personnel invited by the board of directors, the company has the right to refuse other persons to enter the meeting according to law. The company shall take measures to stop the acts of interfering with the general meeting of shareholders, making trouble and infringing upon the legitimate rights and interests of other shareholders, and report to the relevant departments for investigation and punishment in a timely manner.
Article 29 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 30 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.
A shareholder shall entrust an agent in writing, which shall be signed by the principal or the agent entrusted in writing; If the principal is a legal person, it shall be stamped with the seal of the legal person or signed by its duly appointed agent.
If individual shareholders attend the meeting in person, they shall show their ID card or other valid certificates or certificates that can indicate their 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 shall
