Chapter One General Principles
Article 1
To standardize the behavior of Tianmao Industrial Group Co., Ltd. (hereinafter referred to as "the Company") and ensure that the shareholders' meeting exercises its powers in accordance with the law, these rules are formulated based on 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"), and other laws, regulations, and the Articles of Association of Tianmao Industrial Group Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
These rules apply to the convening, proposing, notifying, and holding of the shareholders' meeting. The Company shall strictly convene the shareholders' meeting in accordance with the relevant provisions of laws, administrative regulations, the Articles of Association, and these rules to ensure that shareholders can exercise their rights in accordance with the law. The Company's board of directors shall earnestly perform its duties and organize the shareholders' meeting in a serious and timely manner. All directors of the Company shall diligently ensure the normal convening of the shareholders' meeting and the lawful exercise of powers.
Article 3
The shareholders' meeting shall exercise its powers within the scope prescribed by the Company Law and the Articles of Association.
Article 4
The shareholders' meeting is divided into annual meetings and temporary meetings. The annual shareholders' meeting shall be held once a year within six months after the end of the previous accounting year. Temporary shareholders' meetings shall be held irregularly and must be convened within two months when circumstances arise that require a temporary meeting as stipulated in Article 113 of the Company Law. If the Company cannot convene the shareholders' meeting within the above time limits, it shall report to the local office of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") and the stock exchange where the Company's shares are listed, explaining the reasons and making an announcement.
Article 5
When convening a shareholders' meeting, the Company shall hire a lawyer to provide legal opinions on the following matters and announce them:
- Whether the procedures for convening and holding the meeting comply with the provisions of laws, administrative regulations, these rules, and the Articles of Association;
- Whether the qualifications of the attendees and the convenor are legal and valid;
- Whether the voting procedures and results of the meeting are legal and valid;
- Any other legal opinions requested by the Company.
Article 6
These rules shall take effect from the date of implementation and shall be binding on the shareholders' meeting, shareholders, directors, senior management personnel of the Company, and relevant personnel attending the shareholders' meeting.
Chapter Two Convening of the Shareholders' Meeting
Article 7
The board of directors shall convene the shareholders' meeting on time within the time limits specified in Article 4 of these rules.
Article 8
With the consent of more than half of the independent directors, independent directors have the right to propose to the board of directors to convene a temporary shareholders' meeting. The board of directors shall provide written feedback on whether to agree or disagree to convene a temporary shareholders' meeting within ten days of receiving the proposal, in accordance with laws, administrative regulations, and the Articles of Association. If the board agrees to convene a temporary shareholders' meeting, it shall send out a notice of the meeting within five days after making the board resolution; if the board disagrees, it shall explain the reasons and make an announcement.