Chapter One General Principles
Article 1
To protect the legitimate rights and interests of shareholders of Huaming Power Equipment Co., Ltd. (hereinafter referred to as "the Company"), 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 Articles of Association of Huaming Power Equipment Co., Ltd. (hereinafter referred to as "the Articles of Association"), and relevant national laws, regulations, and normative documents.
Article 2
The Company shall strictly convene shareholders' meetings in accordance with the relevant provisions of laws, regulations, the Articles of Association, and these rules, ensuring that shareholders can exercise their rights in accordance with the law. The Company's board of directors 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 its powers.
Article 3
The shareholders' meeting is the power organ of the Company and shall exercise the following powers within the scope prescribed by the Company Law and other relevant laws, regulations, and normative documents, as well as the Articles of Association:
- Elect and replace directors and decide on matters related to their remuneration;
- Review and approve the reports of the board of directors;
- Review and approve the Company's profit distribution plan, adjustments to profit distribution policies, and plans for making up losses;
- Make resolutions on increasing or decreasing the registered capital of the Company;
- Make resolutions on issuing corporate bonds;
- Make resolutions on the Company's merger, division, dissolution, liquidation, and changes in corporate form;
- Amend the Articles of Association;
- Make resolutions on the appointment and dismissal of the accounting firm responsible for auditing the Company;
- Review and approve guarantees and other transactions as stipulated in Article 46 of the Articles of Association;
- Review significant asset purchases or sales exceeding 30% of the Company's latest audited total assets within one year;
- Review and approve changes in the use of raised funds;
- Review equity incentive plans and employee stock ownership plans;
- Review and approve related party transactions with a transaction amount exceeding 30 million RMB and accounting for more than 5% of the absolute value of the Company's latest audited net assets;
- Review risk investments exceeding 50 million RMB, excluding investments in stocks and their derivatives, fund investments, and futures investments;
- Review other matters that should be decided by the shareholders' meeting as stipulated by laws, administrative regulations, departmental rules, and the Articles of Association.
The shareholders' meeting may authorize the board of directors to make resolutions on issuing corporate bonds.
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 held irregularly and must be convened within two months when the circumstances described in Article 5 occur. If the Company cannot convene the shareholders' meeting within the above time limits, it shall report to the local office of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, explaining the reasons and making an announcement. When convening a shareholders' meeting, the Company shall hire a lawyer to provide legal opinions on the following issues and announce them:
- Whether the convening and holding procedures of the meeting comply with the provisions of laws, administrative regulations, these rules, and the Articles of Association;
- Whether the qualifications of the attendees and the convenor are legal and valid;
- Whether the voting procedures and results of the meeting are legal and valid;
- Other legal opinions requested by the Company.