Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to improve the corporate governance structure of Ciwen Media Co.Ltd(002343) (hereinafter referred to as “the company”), ensure that shareholders exercise their rights according to law and ensure the efficient, stable, orderly and standardized operation of the general meeting of shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) These rules are formulated in combination with the actual situation of the company in accordance with the relevant laws, regulations, rules and normative documents such as the standards for the governance of listed companies, the rules for the general meeting of shareholders of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange (hereinafter referred to as the “rules for the listing of shares”) and the relevant provisions of the Ciwen Media Co.Ltd(002343) articles of Association (hereinafter referred to as the “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, rules for the general meeting of shareholders of listed companies and the articles of association, so as to ensure the shareholders’ rights to know, inquire, distribute, inquire, propose, convene, propose, nominate and vote according to law, and actively provide convenience for the shareholders to exercise their rights, Effectively protect the legitimate rights and interests of shareholders, especially minority shareholders. The board of directors of the company shall earnestly perform its duties and seriously and timely organize the general meeting of shareholders. The board of supervisors of the company shall earnestly perform its duties and convene and preside over the extraordinary general meeting of shareholders when necessary. All directors and supervisors of the company shall be diligent and responsible to ensure the normal convening of the general meeting of shareholders and the exercise of 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 irregularly. In case of the following circumstances, the extraordinary general meeting of shareholders shall be held within 2 months.
(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) at the request of shareholders who individually or jointly hold more than 10% of the shares of the company;
(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, 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.
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 and Shenzhen stock exchange where the company is located, explain the reasons and make an announcement.
Article 5 when the company holds the general meeting of shareholders, it will hire a lawyer to give legal opinions on the following issues and make an announcement:
(I) whether the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws, administrative regulations 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 general meeting of shareholders are legal and effective;
(IV) legal opinions on other issues at the request of the company.
The board of directors of the company may also employ notaries to attend the general meeting of shareholders at the same time.
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 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 the dispatched office of the CSRC and Shenzhen stock exchange where the company is located 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 or convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC and Shenzhen 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 required for the meeting shall be borne by the company.
Chapter III proposal and notice of shareholders’ meeting
Article 13 the content of the proposal of the general meeting of shareholders shall fall within the scope of 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 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.
Except for the circumstances specified in the preceding article, 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 of the general meeting of shareholders shall 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. When the company calculates the starting period of 20 days and 15 days, it does not include the date of the meeting, but includes the announcement date of the notice of the meeting.
Once the notice of the meeting mentioned in the preceding paragraph is announced, it shall be deemed that the shareholders and other relevant personnel of the company have received the notice.
Article 16 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific contents of the proposal and 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 will be disclosed at the same time when issuing the notice or supplementary notice of the general meeting of shareholders.
Article 17 the list of candidates for directors, non employee representatives and supervisors shall be submitted to the shareholders’ meeting for voting in the form of proposal. The board of directors shall announce the resumes and basic information of the candidate directors and supervisors to the shareholders.
Candidates for non independent directors shall be proposed by the board of directors and shareholders who individually or jointly hold more than 3% of the total number of voting shares issued by the company. The number of candidates in each proposal shall not exceed the number of non independent directors specified in the articles of association. Candidates for independent directors shall be proposed by the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the total number of voting shares issued by the company.
Candidates for supervisors other than employee representative supervisors shall be proposed by the board of supervisors and shareholders who individually or jointly hold 3% or more of the total number of voting shares issued by the company. The number of candidates in each proposal plus the number of supervisors held by employee representatives shall not exceed the number of supervisors specified in the articles of association.
The proposer shall provide the resume and basic information of the candidates to the board of directors. The board of directors shall review the qualifications and proposals of the candidates according to relevant regulations, and shall not submit the unqualified candidates and proposals to the general meeting of shareholders for discussion. Article 18 where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders will 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. Candidates for directors, supervisors and senior managers shall attend the meeting in person when the general meeting of shareholders and other competent institutions consider their employment proposal, and explain their qualifications, professional ability, professional experience, violations of laws and regulations, whether there is a conflict of interest with the company, and their relationship with the controlling shareholders, actual controllers and other directors, supervisors and senior managers of the company.
Article 19 the notice of the shareholders’ meeting shall include the following contents:
(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 equity registration date of shareholders entitled to attend the general meeting of shareholders (the interval between the equity registration date and the meeting date shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed).
(V) online voting time and voting procedures of the general meeting of shareholders;
(VI) name and telephone number of permanent contact person for conference affairs.
Article 20 after the convener of the general meeting of shareholders issues the notice of the general meeting of shareholders, 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.
Article 21 the appointment of an accounting firm by the company must be decided by the general meeting of shareholders, and the board of directors shall not appoint an accounting firm before the decision of the general meeting of shareholders. When the company dismisses or no longer renews the accounting firm, it shall notify the accounting firm 15 days in advance. When the general meeting of shareholders of the company votes on the dismissal of the accounting firm, the accounting firm is allowed to state its opinions. If the accounting firm proposes to resign, it shall explain to the general meeting of shareholders whether there is any improper situation in the company.
Chapter IV convening of the general meeting of shareholders
Article 22 the company shall convene the general meeting of shareholders at its domicile or other places specified in the articles of association.
The general meeting of shareholders shall set up a venue and be held in the form of on-site meeting. The time and place of the on-site meeting shall be convenient for shareholders to attend. 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 it is really necessary to change, the convener shall announce and explain the reasons at least 2 working days before the date of the on-site meeting. The company will also provide online voting 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 23 shareholders may attend the general meeting of shareholders in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization.
Article 24 when the general meeting of shareholders 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 time for online voting through the trading system of Shenzhen stock exchange is 9:15 trading hours on the day of the general meeting of shareholders, and the end time is 3:00 p.m. on the day of the end of the on-site general meeting of shareholders.
Article 25 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. Except for the shareholders (or agents), directors, supervisors, Secretary of the board of directors, other senior managers, witness lawyers and persons invited by the convener, the company has the right to refuse other persons to enter the meeting according to law.
Article 26 all shareholders or their agents registered on the equity registration date have the right to attend the general meeting of shareholders, and the company or the convener shall not refuse without justified reasons.
Article 27 an individual shareholder shall hold a stock account card, his own ID card or other information that can indicate his identity
