Kunlun Tech Co., Ltd.
Rules of Procedure for Shareholders' Meetings (Draft)
(Applicable After H Share Offering and Listing)
Chapter 1 General Provisions
Article 1 To regulate the conduct of Kunlun Tech Co., Ltd. (hereinafter referred to as the "Company"), ensure that shareholders' meetings exercise their powers in accordance with the law, and 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" (hereinafter referred to as the "Securities Law"), the "Hong Kong Stock Exchange Limited Securities Listing Rules" (hereinafter referred to as the "Hong Kong Listing Rules"), and other relevant laws, regulations, and normative documents, as well as the "Articles of Association of Kunlun Tech Co., Ltd." (hereinafter referred to as the "Articles of Association"), these Rules are formulated.
Article 2 The convening, proposal, notification, and holding of general meetings of shareholders of the listed company shall be governed by these Rules.
Article 3 The Company shall strictly convene shareholders' meetings in accordance with the provisions of laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed, these Rules, and the Articles of Association, ensuring that shareholders can exercise their rights in accordance with the law.
The board of directors shall earnestly perform its duties and organize shareholders' meetings diligently and on time. All directors shall diligently and conscientiously ensure the normal convening of shareholders' meetings and the exercise of their powers in accordance with the law.
Article 4 Shareholders' meetings shall exercise their powers within the scope stipulated by the "Company Law" and the Articles of Association.
Article 5 Shareholders' meetings are divided into annual general meetings and extraordinary general meetings. Annual general meetings shall be held once a year, within 6 months after the end of the previous accounting year. Extraordinary general meetings shall be convened from time to time. In any of the following circumstances, the Company shall convene an extraordinary general meeting within 2 months from the date of the occurrence of the event:
(1) The number of directors is less than 2/3 of the number stipulated by the "Company Law" or the number stipulated in the Articles of Association;
(2) The Company's uncompensated losses reach 1/3 of the total share capital;
(3) Shareholders holding 10% or more of the shares, individually or collectively, request in writing;
(4) The board of directors deems it necessary;
(5) The audit committee proposes to convene;
(6) More than half of the independent directors propose to the board of directors to convene;
(7) Other circumstances stipulated by laws, administrative regulations, departmental rules, or the Articles of Association.
If the Company cannot convene a shareholders' meeting within the above period, it shall report to the local branch of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the stock exchange where the company's shares are listed (hereinafter referred to as the "Stock Exchange"), explain the reasons, and make an announcement.
Article 6 When the Company convenes a shareholders' meeting, it shall engage a lawyer to issue a legal opinion on the following matters and make an announcement:
(1) Whether the convening and holding procedures of the meeting comply with the provisions of laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed, these Rules, and the Articles of Association;
(2) Whether the qualifications of the attendees and the convener are legal and valid;
(3) Whether the voting procedures and results of the meeting are legal and valid;
(4) Legal opinions on other issues as requested by the Company.
Chapter 2 Convening of Shareholders' Meetings