Chapter 1 General Principles
Article 1
To ensure the standardized operation of China National Machinery Industry Corporation Precision Engineering Group Co., Ltd. and clarify the responsibilities and powers of the shareholders' meeting, these rules are formulated in accordance with the Company Law, Securities Law, Rules for Shareholders' Meetings of Listed Companies, Self-Regulatory Guidelines No. 1 for Main Board Listed Companies, and the Articles of Association.
Article 2
The company shall strictly convene shareholders' meetings in accordance with laws, administrative regulations, these rules, and the Articles of Association, 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 diligently and on time. All directors of the company shall be diligent and responsible to 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
When convening a shareholders' meeting, the company shall obtain a legal opinion from a lawyer, which shall include at least the following contents:
- Whether the procedures for convening and holding the shareholders' meeting comply with laws, administrative regulations, relevant provisions of the Shenzhen Stock Exchange, and the Articles of Association;
- Whether the qualifications of the convener are legal and valid;
- The number of shareholders and their authorized representatives attending the meeting, and the number of shares represented; whether the qualifications of the attendees are legal and valid;
- Whether the voting procedures of the shareholders' meeting are legal and valid;
- The situation of relevant shareholders abstaining from voting. If other shareholders are determined to abstain from voting after the notice of the shareholders' meeting, the legal opinion shall disclose the relevant reasons in detail and provide clear opinions on its legality and compliance;
- If investors purchase shares with voting rights in violation of Article 63, Paragraphs 1 and 2 of the Securities Law, they shall not exercise voting rights for the portion exceeding the prescribed ratio within 36 months after purchase. The relevant shareholders' votes shall not be counted in the total number of shares with voting rights at the shareholders' meeting, and clear opinions shall be provided on whether it is legal and compliant, and whether the voting results are legal and compliant;
- Except for proposals for electing directors by cumulative voting, the number of shares agreeing, opposing, and abstaining for each proposal and their proportion to the total number of valid voting shares present at the meeting, and whether the proposal is passed. For proposals to elect directors by cumulative voting, the number of votes received by each candidate and whether they are elected; whether the voting results of the shareholders' meeting are legal and valid;
- Legal opinions on other relevant issues as required by the company.
Article 5
The board of directors shall hire a lawyer with securities qualifications to attend the shareholders' meeting and provide opinions and announcements on the following issues:
- Whether the procedures for convening and holding the meeting comply with laws, administrative regulations, and the Articles of Association;
- Whether the qualifications of the attendees and the convener are legal and valid;
- Whether the voting procedures and results of the meeting are legal and valid;
- Legal opinions on other relevant issues as required by the company.
Chapter 2 Powers of the Shareholders' Meeting
Article 6
The shareholders' meeting consists of all shareholders. The shareholders' meeting shall exercise its powers within the scope prescribed by the Company Law, and the shareholders' meeting shall not interfere with shareholders' disposal of their own rights. Matters discussed and decided by the shareholders' meeting shall be determined in accordance with the provisions of the Company Law and the Articles of Association.