Chapter 1 General Principles
Article 1
To protect the legitimate rights and interests of Zhejiang Kainet Special Materials Co., Ltd. (hereinafter referred to as "the Company") and its shareholders, standardize the Company's behavior, clarify the responsibilities and powers of the shareholders' meeting, and 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 Rules for Shareholders' Meetings of Listed Companies issued by the China Securities Regulatory Commission, and the Articles of Association of Zhejiang Kainet Special Materials 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, these rules, and the Articles of Association to ensure 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 shareholders' meetings in a serious and timely manner. All directors of the Company shall diligently 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 prescribed by the Company Law and the Articles of Association.
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 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 the number prescribed by the Company Law or two-thirds of the number prescribed by the Articles of Association; (2) The Company's unmade-up losses reach one-third of the total share capital; (3) Shareholders holding more than 10% of the shares request it; (4) The Board of Directors deems it necessary; (5) The Audit Committee proposes to convene it; (6) Other circumstances prescribed by laws, administrative regulations, departmental rules, and 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 (hereinafter referred to as "CSRC") and the Shenzhen Stock Exchange, explaining the reasons and making an announcement.
Article 5
When convening a shareholders' meeting, the Company shall hire a lawyer to provide legal opinions on the following matters and make an announcement: (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 results of the meeting are legal and valid; (4) Legal opinions on other relevant issues as 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 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 the proposal from independent directors to convene a shareholders' meeting, the Board of Directors shall make a timely announcement and provide written feedback on whether to agree or disagree to convene the extraordinary shareholders' meeting within 10 days after receiving the proposal, 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 meeting within 5 days after making the Board resolution; if the Board of Directors disagrees, it shall explain the reasons and make an announcement.