Chapter 1 General Principles
Article 1
To protect the legitimate rights and interests of Beijing Shuzhi Technology Co., Ltd. (hereinafter referred to as "the Company") and its shareholders, establish a sound corporate governance structure, standardize the organization and conduct of shareholders' meetings, and improve the efficiency of shareholders' meetings, these rules are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law") and other relevant laws, regulations, and normative documents, as well as the Articles of Association of Beijing Shuzhi Technology Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
These rules are binding on the Company, its shareholders, directors, supervisors, senior management personnel, and other relevant personnel attending the shareholders' meeting.
Article 3
Shareholders who legally and effectively hold shares in the Company have the right to attend the shareholders' meeting in person or appoint an agent to attend and enjoy various shareholder rights in accordance with the law.
Article 4
Shareholders (including their appointed agents, hereinafter the same) attending the shareholders' meeting shall comply with relevant laws, regulations, normative documents, and the Articles of Association, consciously maintain meeting order, and shall not infringe upon the legitimate rights and interests of other shareholders.
Article 5
When convening a shareholders' meeting, the Company will hire a lawyer to provide legal opinions on the following matters and announce them:
- Whether the convening and holding procedures of the meeting comply with laws, administrative regulations, 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 issues required by the Company.
Article 6
The secretary of the board of directors is responsible for the preparation and organization of the shareholders' meeting.
Chapter 2 Powers and Authorizations of the Shareholders' Meeting
Article 7
The shareholders' meeting is the power organ of the Company and shall exercise the following powers in accordance with the law:
- Decide on the Company's business policies and investment plans;
- Elect, replace, or dismiss directors and supervisors not serving as employee representatives, and decide on the remuneration matters related to directors and supervisors;
- Review and approve the work report of the board of directors;
- Review and approve the work report of the supervisory committee;
- Review and approve the Company's annual financial budget and final accounts;
- Review and approve the Company's profit distribution plan and loss compensation plan;
- Make resolutions on increasing or decreasing the registered capital of the Company;
- Make resolutions on issuing corporate bonds or other securities and listing;
- Make resolutions on the Company's merger, division, dissolution, liquidation, or change of corporate form;
- Make resolutions on amending the Articles of Association;
- Make resolutions on hiring or dismissing accounting firms;
- Review and approve significant external investments, major asset acquisitions or disposals, and major asset pledges;
- Review and approve external guarantee matters as stipulated in Article 8 of these rules;
- Review and approve changes in the use of raised funds;
- Review and approve equity incentive plans and employee stock ownership plans;
- Review and approve significant related party transactions that require approval by the shareholders' meeting as stipulated by laws, regulations, and normative documents;
- Review and approve proposals submitted by the board of directors, supervisory committee, and shareholders holding more than 3% of the Company's shares individually or collectively;
- Review and approve other matters that should be decided by the shareholders' meeting as stipulated by laws, regulations, normative documents, and the Articles of Association.