Chapter 1 General Principles
Article 1
To standardize the behavior of Mousse Health Sleep Co., Ltd. (hereinafter referred to as "the Company"), and to 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"), the Code of Corporate Governance for Listed Companies (hereinafter referred to as "the Governance Code"), the Rules of Shareholders' Meetings for Listed Companies (hereinafter referred to as "the Shareholders' Meeting Rules"), the Listing Rules of the Shenzhen Stock Exchange (hereinafter referred to as "the Listing Rules"), the Self-Regulatory Guidelines No. 1 for Listed Companies on the Main Board of the Shenzhen Stock Exchange, and other laws, administrative regulations, normative documents, and the Articles of Association of Mousse Health Sleep Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
The Company shall strictly convene shareholders' meetings in accordance with the relevant provisions of laws, administrative regulations, normative documents, the Articles of Association, and these rules, 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 in a serious and timely manner. All directors of the Company shall be diligent and responsible, ensuring 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. Except as otherwise provided by laws, administrative regulations, the China Securities Regulatory Commission, or the rules of the Shenzhen Stock Exchange, the powers of the shareholders' meeting shall not be exercised by the board of directors or other institutions and individuals through authorization.
Article 4
The shareholders' meeting is divided into annual meetings and extraordinary meetings. The annual shareholders' meeting shall be held once a year within six months after the end of the previous accounting year. Extraordinary meetings shall be held irregularly and must be convened within two months from the occurrence of circumstances that require an extraordinary meeting as prescribed in Article 113 of the Company Law and the Articles of Association. If the Company cannot convene the shareholders' meeting within the above time limit, it shall report the reasons to the local office of the China Securities Regulatory Commission and the Shenzhen Stock Exchange and make 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 shareholders' meeting comply with the laws, administrative regulations, the Articles of Association, and these rules;
- 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.
Chapter 2 Convening of Shareholders' Meetings
Article 6
The board of directors shall convene the shareholders' meeting on time within the time limit prescribed 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. The board of directors shall provide written feedback on whether to agree or disagree to convene the extraordinary shareholders' meeting within 10 days of receiving the proposal, in accordance with the laws, administrative regulations, and the Articles of Association. If the board agrees to convene the extraordinary shareholders' meeting, it shall issue a notice of the meeting within 5 days after making the board resolution; if the board disagrees, it shall explain the reasons and make an announcement.