Chapter 1 General Provisions
Article 1
To standardize the behavior of Kairuide Holdings Co., Ltd. (hereinafter referred to as "the Company") 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 "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "Securities Law"), relevant regulations issued by the China Securities Regulatory Commission, and the Articles of Association of Kairuide Holdings Co., Ltd. (hereinafter referred to as "Articles of Association").
Article 2
The Company shall convene shareholders' meetings strictly in accordance with the relevant provisions of laws, administrative regulations, the Articles of Association, and these rules to ensure 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 to ensure the normal convening of the shareholders' meeting and the lawful exercise of powers.
Article 3
The shareholders' meeting consists of all shareholders. The shareholders' meeting is the power organ of the Company and should 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 temporary shareholders' meetings. The annual shareholders' meeting shall be held once a year within six months after the end of the previous accounting year. Temporary shareholders' meetings shall be convened irregularly and must be held within two months under the following circumstances: (1) when the number of directors is less than two-thirds of the number prescribed by the Company Law or the Articles of Association; (2) when the Company's unmade-up losses reach one-third of the total paid-in capital; (3) when shareholders holding more than 10% of the Company's shares request it; (4) when deemed necessary by the Board of Directors; (5) when proposed by the Audit Committee; (6) other circumstances prescribed by the Articles of Association.
Article 5
When convening a shareholders' meeting, the Company shall hire a lawyer to provide legal opinions on the following matters: (1) whether the procedures for convening and holding the meeting comply with the provisions of laws, administrative regulations, the Articles of Association, and these rules; (2) whether the qualifications of the attendees and the convener are legal and valid; (3) whether the voting procedures and results 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 period 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 a temporary shareholders' meeting. The Board of Directors shall provide written feedback on whether to agree or disagree to convene a temporary shareholders' meeting within 10 days of receiving the proposal, in accordance with laws, administrative regulations, and the Articles of Association. If the Board agrees to convene a temporary 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 announce them.