001202SZSE

Rules of Procedure for Shareholders' Meetings (Revised in October 2023)

Jushen Co., Ltd.·

✨ AI Summary

The announcement outlines the revised rules governing shareholders' meetings for Guangdong Jushen Logistics Co., Ltd. It establishes procedures for convening annual and extraordinary meetings, voting rights, and proposal submissions. Key provisions include the responsibilities of the board and shareholders, as well as the legal framework guiding the meetings. The rules aim to ensure transparency and compliance with relevant laws.

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Full Translation

AI Translation· azure_openai

Chapter 1 General Principles

Article 1

To ensure that the shareholders' meeting of Guangdong Jushen Logistics Co., Ltd. (hereinafter referred to as "the Company") can exercise 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"), the Articles of Association of Guangdong Jushen Logistics Co., Ltd. (hereinafter referred to as "the Articles of Association"), and other relevant laws, regulations, and normative documents.

Article 2

The Company shall strictly convene shareholders' meetings in accordance with the relevant provisions of laws, regulations, normative documents, the Articles of Association, and these rules to ensure that shareholders can exercise their rights in accordance with the law. The board of directors of the Company shall strictly comply with the provisions of the Company Law and other laws and regulations, the Articles of Association, and these rules regarding the convening of shareholders' meetings, and shall organize the shareholders' meeting diligently and on time. All directors of the Company have a duty of good faith and diligence for the normal convening of the shareholders' meeting and shall not obstruct the shareholders' meeting from exercising its powers in accordance with the law.

Article 3

The shareholders' meeting shall exercise its powers within the scope prescribed by the Company Law and the Articles of Association. The shareholders' meeting shall not delegate its statutory powers to the board of directors.

Article 4

The shareholders' meeting is divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual shareholders' meeting shall be held once a year and must be held within six months after the end of the previous accounting year. Extraordinary shareholders' meetings shall be convened irregularly and must be held within two months from the occurrence of any of the following circumstances: (1) The number of directors is less than two-thirds of the number prescribed by the Company Law or the Articles of Association; (2) The Company's unmade-up losses reach one-third of the total paid-in capital; (3) When shareholders holding more than 10% of the Company's shares request it; (4) When deemed necessary by the board of directors; (5) When proposed by the supervisory board; (6) Other circumstances prescribed by laws, administrative regulations, departmental rules, or the Articles of Association. If the Company cannot convene the shareholders' meeting within the above time limit, it shall report to the local office of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, explaining the reasons and making an announcement.

Article 5

The location for convening the shareholders' meeting shall be the Company's registered address or another location determined by the board of directors. After the notice of the shareholders' meeting is issued, the location of the on-site meeting shall not be changed without justifiable reasons. If a change is necessary, the convener shall announce the change and explain the reasons at least two working days before the on-site meeting. The shareholders' meeting shall be held in a venue, and in accordance with relevant rules, the Company shall provide online voting methods to facilitate shareholders' participation. Shareholders participating in the shareholders' meeting through the above methods shall be deemed to be present.

Article 6

When convening the annual shareholders' meeting, the Company shall hire a lawyer to issue a legal opinion on the convening, procedures, qualifications of attendees, qualifications of the convener, voting procedures, and results of the meeting.

Chapter 2 Convening of the Shareholders' Meeting

Article 7

The board of directors shall convene the shareholders' meeting on time within the time limit prescribed in Article 4 of these rules. All directors shall diligently ensure the normal convening of the shareholders' meeting and the lawful exercise of its powers.

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