Chapter 1 General Principles
Article 1
To standardize the organization and behavior of Guangdong Cultural Great Wall Group 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 "the Company Law") and other relevant laws, regulations, and normative documents, as well as the Articles of Association of Guangdong Cultural Great Wall Group Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
These rules apply when the Company convenes a shareholders' meeting.
Article 3
These rules are binding on attending shareholders, all directors, supervisors, senior management personnel, relevant staff of the shareholders' meeting, and other attendees of the shareholders' meeting.
Article 4
The Company's board of directors shall strictly comply with the provisions of the Company Law and other laws and regulations regarding the convening of shareholders' meetings, and shall organize the shareholders' meeting diligently and on time. All directors of the Company have a duty of good faith and diligence to ensure the normal convening of the shareholders' meeting and shall not obstruct the shareholders' meeting from exercising its powers in accordance with the law.
Chapter 2 Powers of the Shareholders' Meeting
Article 5
The shareholders' meeting is the highest authority of the Company and exercises the following powers in accordance with the law:
- Decide on the Company's operational policies and investment plans;
- Elect and replace directors and supervisors not representing employees, and decide on their remuneration;
- Review and approve the board of directors' report;
- Review and approve the supervisory committee's report;
- 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 Company's registered capital;
- Make resolutions on issuing bonds;
- Make resolutions on the Company's merger, division, dissolution, liquidation, or change of corporate form;
- Amend the Articles of Association;
- Make resolutions on the appointment, dismissal, or replacement of accounting firms and lead underwriters;
- Review and approve guarantees as stipulated in the Articles of Association;
- Review and approve changes in the use of raised funds;
- Review equity incentive plans;
- Review related party transactions that should be reviewed by the shareholders' meeting;
- Review acquisition or sale matters that should be reviewed by the shareholders' meeting;
- 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 powers of the shareholders' meeting shall not be exercised by the board of directors or other institutions and individuals through authorization.
Article 6
The shareholders' meeting shall exercise its powers within the scope prescribed by the Company Law and shall not interfere with shareholders' disposal of their own rights.
Chapter 3 Convening the Shareholders' Meeting
Article 7
The shareholders' meeting is divided into annual shareholders' meetings and temporary shareholders' meetings. The annual shareholders' meeting shall be held once a year and must be held 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 when circumstances arise that require a temporary shareholders' meeting as stipulated by the Company Law.