Rules of Procedure for Shareholders' Meetings (Revised Draft)
Chapter 1 General Provisions
Article 1 To regulate the conduct of China Merchants Accumulation Industry Operation Service Co., Ltd. (hereinafter referred to as the "Company"), ensure that shareholders' meetings lawfully exercise their powers, and in accordance with 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 "Rules for Shareholders' Meetings of Listed Companies," and the "Articles of Association of China Merchants Accumulation Industry Operation Service Co., Ltd." (hereinafter referred to as the "Articles of Association"), these Rules of Procedure (hereinafter referred to as "these Rules") are formulated.
Article 2 The Company shall strictly convene shareholders' meetings in accordance with the relevant provisions of laws, administrative regulations, the Articles of Association, and these Rules, ensuring that shareholders can exercise their rights according to law.
The Company's Board of Directors shall diligently perform its duties and organize shareholders' meetings conscientiously and on time. All directors shall exercise due diligence to ensure the normal convening and lawful exercise of powers at shareholders' meetings.
Article 3 Shareholders' meetings are divided into annual general meetings and extraordinary general meetings. The annual general meeting shall be held once a year, within 6 months after the end of the previous accounting year.
Extraordinary general meetings shall be convened on an irregular basis. If any of the following circumstances occur, the Company shall convene an extraordinary general meeting within 2 months from the date the fact occurs: (1) The number of directors is less than the number stipulated by the "Company Law," or less than two-thirds of the number stipulated in the "Articles of Association"; (2) The Company's uncompensated losses reach one-third of its total share capital; (3) Shareholders holding 10% or more of the Company's shares (including preferred shares with restored voting rights, etc.) in writing request it; (4) The Board of Directors deems it necessary; (5) The Audit Committee proposes to convene it; (6) Other circumstances stipulated by laws, administrative regulations, departmental rules, or the "Articles of Association."
The shareholding ratio in item (3) above shall be calculated based on the date the shareholders submit the written request; before the announcement of the shareholders' meeting resolution, the convening shareholders' shareholding (including preferred shares with restored voting rights) shall not be less than 10% of the Company's total share capital. The convening shareholders shall, no later than the time of issuing the notice of the shareholders' meeting, undertake not to reduce their holdings of the Company's shares from the date of proposing the convening of the shareholders' meeting until the date of the shareholders' meeting and disclose this undertaking.
If the Company cannot convene a shareholders' meeting within the aforementioned period, it shall report the reasons to the Shenzhen Securities Regulatory Bureau and the Shenzhen Stock Exchange and make an announcement.
Article 4 Shareholders attending shareholders' meetings shall, in accordance with the law, enjoy rights such as the right to know, the right to speak, the right to question, and the right to vote.
Article 5 Shareholders attending shareholders' meetings shall comply with relevant laws, regulations, normative documents, and the "Articles of Association," consciously maintain meeting order, and shall not infringe upon the legitimate rights and interests of other shareholders.
Article 6 When the Company convenes a shareholders' meeting, it shall engage a lawyer to attend the meeting to witness the proceedings and issue a legal opinion on the following matters: (1) Whether the procedures for convening and holding the meeting comply with laws, administrative regulations, these Rules, and the "Articles of Association"; (2) Whether the qualifications of attendees and the convener are legal and valid; (3) Whether the voting procedures and results of the meeting are legal and valid; (4) Legal opinions requested by the Company on other relevant issues.