Wuhan Jingce Electronic Group Co.Ltd(300567)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to regulate the behavior of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as “the company”), improve the operation mechanism of the general meeting of shareholders and effectively protect the legitimate rights and interests of shareholders, especially small and medium-sized shareholders, according to 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”) The rules for the general meeting of shareholders of Listed Companies promulgated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the Shenzhen Stock Exchange (hereinafter referred to as the “Stock Exchange”), the Shenzhen Stock Exchange gem stock listing rules These rules are formulated in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws, administrative regulations, departmental rules and normative documents, as well as the provisions of the Wuhan Jingce Electronic Group Co.Ltd(300567) articles of Association (hereinafter referred to as the “articles of association”). Article 2 the company shall convene the 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.
Chapter II nature and powers of the general meeting of shareholders
Article 3 the general meeting of shareholders is the authority of the company.
Article 4 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 corporate bonds;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(x) amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） To review and approve the transactions and financial assistance as stipulated in Article 5 of these rules;
（13） Review and approve the guarantee matters specified in Article 6 of these rules;
（14） To review the purchase and sale of major assets by the company within one year that exceed 30% of the company’s latest audited total assets;
（15） Deliberating and approving transactions beyond the deliberation authority of the board of directors specified in article 116 of the articles of Association;
（16） Review and approve related party transactions with related parties (except for providing guarantee) 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;
（17） Review and approve the change of the purpose of the raised funds;
（18） Review the equity incentive plan;
（19） Decide to purchase the shares of the company due to the circumstances specified in items (I) and (II) of Article 25 of the articles of Association;
（20） If the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, the general meeting of shareholders shall authorize the board of directors to deliberate;
（21） The annual general meeting of shareholders of the company may authorize the board of directors to decide to issue shares with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the latest year to specific objects, and the authorization shall expire on the date of the next annual general meeting of shareholders;
（22） 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.
In addition to the provisions of paragraphs (20) and (21), 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 5 The term “transaction” as mentioned in these rules of procedure includes the following matters:
(I) purchase or sale of assets;
(II) foreign investment (including entrusted financial management and investment in subsidiaries, except for the establishment or capital increase of wholly-owned subsidiaries); (III) providing financial assistance (including entrusted loans);
(IV) providing guarantee (refers to the guarantee provided by the company for others, including the guarantee for holding subsidiaries);
(V) assets leased in or leased out;
(VI) sign management contracts (including entrusted operation, entrusted operation, etc.);
(VII) donated or donated assets;
(VIII) reorganization of creditor’s rights or debts;
(IX) transfer of research and development projects;
(x) sign the license agreement;
（11） Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
（12） Other transactions recognized by the stock exchange.
The following activities of the company do not belong to the matters specified in the preceding paragraph:
(I) purchase of raw materials, fuels and power related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
(II) selling products, commodities and other assets related to daily operation (excluding the purchase and sale of such assets involved in asset replacement);
(III) although the transactions specified in the preceding paragraph are carried out, they are the main business activities of the company.
If the transactions of the company (except providing guarantee and financial assistance) meet one of the following standards, the company shall not only disclose in time, but also submit them to the general meeting of shareholders for deliberation:
(I) 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 evaluated value, the higher one shall be taken as the calculation basis;
(II) 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;
(III) 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;
(IV) 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;
(V) 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.
Unless otherwise specified in the business rules of the stock exchange such as providing guarantee and entrusted financial management, when the company conducts transactions of the same category and related to the subject matter mentioned in this article, the provisions of paragraph 3 of this article and paragraph 2 of article 116 of the articles of association shall be applied in accordance with the principle of cumulative calculation for 12 consecutive months. Those who have fulfilled their obligations in accordance with paragraph 3 of this article or paragraph 2 of article 116 of the articles of association will not be included in the relevant cumulative calculation scope.
If the company has entrusted financial management for 12 consecutive months, the maximum balance in that period shall be the transaction amount, and the provisions of paragraph 3 of this article and paragraph 2 of article 116 of the articles of association shall apply.
Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, etc., may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with paragraph 3 of this article.
According to the above calculation standards, if the transaction only meets the standards in Item (III) or (V) of paragraph 3 of this article, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan, it may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with paragraph 3 of this article.
In the transaction of purchasing and selling assets, the higher of the total assets and transaction amount shall be taken as the calculation standard. If the amount accumulated within 12 consecutive months according to the transaction type reaches 30% of the total assets audited in the latest period, in addition to disclosure and audit or evaluation with reference to relevant regulations, it shall also 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. Those who have fulfilled relevant obligations in accordance with the provisions of the preceding paragraph shall not be included in the scope of relevant cumulative calculation.
If the financial assistance falls into one of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the latest audited asset liability ratio of the funded object exceeds 70%;
(II) the amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company’s latest audited net assets;
(III) other circumstances stipulated by the stock exchange or the articles of association.
If the company’s main business is to provide loans, loans and other financing services to the outside world, or the object of funding is a holding subsidiary within the scope of the company’s consolidated statements with a shareholding ratio of more than 50%, the provisions of the preceding paragraph shall be exempted.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 6 the company shall carefully provide external guarantees, strictly demonstrate the rationality and necessity of providing external guarantees, and shall not engage in external guarantees that may damage the interests of the company and shareholders. External guarantee must be approved by the board of directors or the general meeting of shareholders. External guarantees that should be approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors. The following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors: (I) the guarantee with a single guarantee amount exceeding 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets;
(III) any guarantee provided after the company’s total external guarantee reaches or exceeds 30% of the latest audited total assets;
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(V) the guarantee amount reaches or exceeds 30% of the company’s latest audited total assets within 12 consecutive months; (VI) the guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
(VII) guarantees provided to shareholders, actual controllers and their affiliates;
(VIII) other guarantees stipulated by the stock exchange or the articles of association.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, such shareholders or shareholders controlled by such actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders. If the company provides guarantee for the controlling shareholder, actual controller and their related parties, the controlling shareholder, actual controller and their related parties shall provide counter guarantee.
The guarantee in Item (V) of the preceding paragraph shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting.
Where the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which falls under the circumstances of items 1 to 2, 4 and 6 of paragraph 1 of this article, it may be exempted from submitting to the shareholders’ meeting for deliberation.
Chapter III convening of the general meeting of shareholders
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) 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, 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 explain the reasons to the shareholders of the company.
Article 9 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 will 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 will explain the reasons and make a public announcement.
Article 10 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 will 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 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 11 shareholders who individually or jointly hold more than 10% of the company’s shares for more than 90 consecutive days shall 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 who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days 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 proposal in the notice shall be approved by the relevant shareholders.
The board of supervisors fails to report to the registered shareholders of the company within the specified time limit
