Chapter 1 General Principles
Article 1 Purpose
To improve the efficiency of shareholders' meetings, standardize company behavior, protect the legal rights of shareholders of Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as "the Company"), and ensure the legality and fairness of the procedures and resolutions of the shareholders' meeting, these rules are formulated 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, the Rules for Shareholders' Meetings of Listed Companies, the Articles of Association, and the relevant provisions of the Securities Listing Rules of The Stock Exchange of Hong Kong Limited (hereinafter referred to as "the Hong Kong Listing Rules").
Article 2 Status and Authority of the Shareholders' Meeting
- The shareholders' meeting is the highest decision-making body of the Company, composed of all shareholders, exercising the highest decision-making power over significant matters of the Company. All major matters of the Company must be resolved by the shareholders' meeting.
- The shareholders' meeting shall exercise its powers within the scope prescribed by the Company Law, the Articles of Association, and the securities regulatory rules of the stock exchange where the Company's shares are listed.
- The shareholders' meeting has the right to veto resolutions made by the board of directors.
Article 3 Examination of Shareholder Qualifications
Shareholders may attend the shareholders' meeting in person or appoint agents to attend and vote on their behalf. All shareholders or their appointed agents attending the meeting must hold valid proof as stipulated in the Articles of Association.
Article 4 Admission of Shareholders
- During the shareholders' meeting, the Company must prepare a signature register. The register should include the names (or company names) of attendees, identification numbers, the number of shares with voting rights held or represented, and the names (or company names) of agents.
- Shareholders must present identification or other valid documents to prove their identity when attending the shareholders' meeting. Agents must also submit a power of attorney and personal identification documents. Legal representatives or authorized agents of corporate shareholders must attend the meeting. If the legal representative attends, they must present their identification and valid proof of their qualification as a legal representative; if an authorized agent attends, they must present their identification and a written power of attorney issued by the legal representative.
Article 5 Convenor and Legal Counsel
The convenor and legal counsel shall verify the legality of shareholder qualifications based on the shareholder register provided by the securities registration and settlement institution of the stock exchange where the Company's shares are listed and the relevant securities regulatory rules. Registration of shareholders' names or company names and the number of shares with voting rights held must be completed before the meeting host announces the total number of shareholders and agents present and the total number of shares with voting rights held.
Article 6 Attendance of Non-Shareholders
- Non-shareholder directors, presidents (including vice presidents), senior management, legal advisors, and others approved by the board of directors may attend the shareholders' meeting and express their opinions.
- Other institutions or individuals may attend the meeting as observers with the consent of the chairman of the shareholders' meeting.
Article 7 Legal Opinions
The Company shall engage a lawyer to provide legal opinions on the following matters and announce them:
- Whether the convening and holding procedures of the meeting comply with the laws, administrative regulations, securities regulatory rules of the stock exchange where the Company's shares are listed, these rules, and the Articles of Association;
- Whether the qualifications of 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 required by the Company.