Rules of Shareholders' Meeting of Chengzhi Co., Ltd.
(Approved by the 15th meeting of the 8th Board of Directors of Chengzhi Co., Ltd., to take effect after being approved by the shareholders' meeting)
Chapter One General Principles Article 1 In order to standardize the behavior of Chengzhi 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 in accordance with the provisions of 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").
Article 2 The Company shall convene the shareholders' meeting strictly in accordance with the relevant provisions of laws, administrative regulations, these rules, and the Articles of Association, ensuring that shareholders can exercise their rights in accordance with the law. The Board of Directors of the Company shall earnestly perform its duties and organize the shareholders' meeting in a serious and timely manner. All directors of the Company shall act diligently and responsibly to 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 provided by the Company Law and the Articles of Association.
Article 4 The shareholders' meeting is divided into the annual shareholders' meeting and the extraordinary shareholders' meeting. The annual shareholders' meeting shall be held once a year and must be held within six months after the end of the previous fiscal year. The extraordinary shareholders' meeting shall be convened irregularly and must be held within two months when circumstances arise that require the convening of an extraordinary shareholders' meeting as stipulated in Article 113 of the Company Law. If the Company cannot convene the shareholders' meeting within the above time frame, it shall report to the local office of the China Securities Regulatory Commission and the securities exchange where the Company's shares are listed (hereinafter referred to as "the Securities Exchange"), explaining the reasons and making an announcement.
Article 5 When convening a shareholders' meeting, the Company shall engage a lawyer to provide legal opinions on the following matters and announce them: (1) Whether the procedures for convening and holding the meeting comply with the provisions of laws, administrative regulations, these rules, and the Articles of Association; (2) Whether the qualifications of the attendees and the convenor are legal and valid; (3) Whether the voting procedures and voting results of the meeting are legal and valid; (4) Legal opinions on other relevant issues as requested by the Company.
Chapter Two Convening of the Shareholders' Meeting Article 6 The Board of Directors shall convene the shareholders' meeting on time within the time frame specified in Article 4 of these rules.
Article 7 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 an extraordinary shareholders' meeting. Upon receiving a proposal from independent directors to convene an extraordinary shareholders' meeting, the Board of Directors shall provide written feedback on whether to agree or disagree to convene the extraordinary shareholders' meeting within 10 days, in accordance with laws, administrative regulations, and the Articles of Association. If the Board of Directors agrees to convene the extraordinary shareholders' meeting, it shall issue a notice of the shareholders' meeting within 5 days after making the Board resolution; if the Board of Directors disagrees to convene the extraordinary shareholders' meeting, it shall explain the reasons and make an announcement.