Chapter 1 General Provisions
Article 1 To regulate the behavior of Shenzhen Guangyun Da Optoelectronics Technology Co., Ltd. (hereinafter referred to as the "Company"), ensure the lawful exercise of rights by shareholders, and in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Rules for Shareholders' Meetings of Listed Companies" (hereinafter referred to as the "Shareholders' Meeting Rules"), the "Listing Rules of the Shenzhen Stock Exchange for GEM Companies" (hereinafter referred to as the "Listing Rules"), the "Shenzhen Stock Exchange GEM Company's Self-Regulatory Guidelines No. 2 - Standardized Operation of GEM Companies" (hereinafter referred to as the "Standardization Guidelines"), and the "Articles of Association of Shenzhen Guangyun Da Optoelectronics Technology Co., Ltd." (hereinafter referred to as the "Articles of Association") and other relevant laws, regulations, and normative documents, these Rules are hereby formulated.
Article 2 The Company shall strictly convene shareholders' meetings in accordance with laws, regulations, normative documents, the Articles of Association, and the relevant provisions of these Rules, ensuring that shareholders can exercise their rights according to law.
The Company's Board of Directors shall conscientiously perform its duties, diligently and punctually organize shareholders' meetings. All directors of the Company shall act diligently and prudently to ensure the normal convening of shareholders' meetings and the lawful exercise of their functions.
Article 3 Shareholders' meetings shall exercise their functions within the scope stipulated by the Company Law and the Articles of Association.
Article 4 Shareholders' meetings are divided into annual general meetings and extraordinary general meetings. Annual general meetings shall be held once a year and shall be held within six months after the end of the previous accounting year. Extraordinary general meetings shall be convened irregularly. When the circumstances requiring the convening of an extraordinary general meeting as stipulated in Article 113 of the Company Law occur, the extraordinary general meeting shall be convened within two months.
If the Company cannot convene a shareholders' meeting within the aforementioned period, it shall report the reasons to the local branch of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shenzhen Stock Exchange and make an announcement.
Article 5 When the Company convenes a shareholders' meeting, it shall engage a lawyer to issue a legal opinion on the following issues, which shall be disclosed in the media meeting the conditions on the same day as the announcement of the shareholders' meeting resolution:
(1) Whether the procedures for convening and holding the meeting comply with the provisions of laws, administrative regulations, the Rules for Shareholders' Meetings of Listed Companies, and the Articles of Association;
(2) Whether the qualifications of the attendees and the convener are legal and valid;
(3) Whether the voting procedures and voting results of the meeting are legal and valid;
(4) Legal opinions issued at the request of the Company on other relevant issues.
Chapter 2 Convening of Shareholders' Meetings
Article 6 The Board of Directors shall convene a shareholders' meeting within the time limit stipulated 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 an extraordinary general meeting. Regarding the proposal of independent directors to convene an extraordinary general meeting, the Board of Directors shall, in accordance with laws, administrative regulations, and the Articles of Association, provide written feedback within ten days of receiving the proposal, indicating agreement or disagreement.
If the Board of Directors agrees to convene an extraordinary general meeting, it shall issue a notice of convening the shareholders' meeting within five days of making the Board resolution; if the Board of Directors disagrees to convene an extraordinary general meeting, it shall explain the reasons and make an announcement.