Chapter 1 General Principles
Article 1
To adapt to the standardized operation of listed companies, improve the efficiency of shareholders' meetings, protect the legitimate rights and interests of shareholders, and ensure the legality of meeting procedures and resolutions, these rules are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Guidelines for Shareholders' Meetings of Listed Companies, and the provisions of the company's articles of association.
Chapter 2 Powers of the Shareholders' Meeting
Article 2
The shareholders' meeting is the company's authority body, divided into annual and extraordinary shareholders' meetings. The shareholders' meeting exercises the following powers according to law:
- Decide on the company's operational policies and investment plans;
- Elect and replace directors and determine their remuneration;
- Elect and replace supervisors appointed by shareholders and determine their remuneration;
- Review and approve the board of directors' work report;
- Review and approve the supervisory committee's work report;
- Review and approve the company's annual financial budget and final accounts;
- Review and approve the company's profit distribution plan and loss compensation plan;
- Make resolutions on increasing or decreasing registered capital;
- Make resolutions on issuing corporate bonds;
- Make resolutions on the company's division, merger, dissolution, and liquidation;
- Amend the company's articles of association;
- Make resolutions on hiring or dismissing accounting firms;
- Review proposals submitted by shareholders or the supervisory committee holding more than 5% of the total voting shares;
- Review other matters that should be decided by the shareholders' meeting as stipulated by laws, regulations, and the company's articles of association.
Chapter 3 Types of Shareholders' Meetings
Section 1 Annual Shareholders' Meeting
Article 3
The annual shareholders' meeting shall be held once a year, within six months after the end of the previous fiscal year.
Article 4
If the company cannot hold the annual shareholders' meeting within the above period for any reason, it shall report to the Shenzhen Stock Exchange, explain the reasons, and make an announcement.
Article 5
The board of directors shall strictly comply with the provisions of the Company Law and other laws and regulations regarding the convening of shareholders' meetings, and organize the shareholders' meeting diligently and on time. All directors of the listed company bear the responsibility of good faith for the normal convening of the shareholders' meeting and shall not obstruct the shareholders' meeting from exercising its powers according to law.
Section 2 Extraordinary Shareholders' Meeting
Article 6
An extraordinary shareholders' meeting shall be convened within two months from the occurrence of any of the following circumstances:
- When the number of directors is less than 5;
- When the company's unmade-up losses reach one-third of the total capital;
- When shareholders holding more than 10% of the total voting shares (hereinafter referred to as "proposing shareholders") request in writing (the number of shares held is calculated as of the date of the written request);
- When deemed necessary by the board of directors;
- When proposed by the supervisory committee;
- When proposed by more than half of the independent directors;
- Other circumstances stipulated in the company's articles of association.