Chapter 1 General Principles
Article 1
To standardize the company's behavior 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 "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 2 - Standardized Operations of Growth Enterprise Market Listed Companies," and the "Articles of Association of Meirui New Materials Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2
These rules apply to the convening, proposing, notifying, and holding of the shareholders' meeting.
Article 3
The company shall strictly convene the shareholders' meeting in accordance with the relevant provisions of laws, administrative regulations, and the Articles of Association, ensuring that shareholders can exercise their rights in accordance with the law. The board of directors shall earnestly perform its duties and organize the shareholders' meeting 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 4
The shareholders' meeting shall exercise its powers within the scope prescribed by the Company Law and the Articles of Association. The shareholders' meeting is the power institution of the company and shall lawfully exercise the following powers:
- Elect and replace directors not serving as employee representatives and decide on matters related to directors' remuneration;
- Review and approve the board of directors' report;
- 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;
- Make resolutions on the company's merger, division, dissolution, liquidation, or change of company form;
- Amend the Articles of Association;
- Make resolutions on hiring or dismissing the accounting firm responsible for auditing the company;
- Review matters involving the purchase or sale of significant assets exceeding 30% of the company's most recent audited total assets within one year;
- Review and approve matters that should be reviewed by the shareholders' meeting as stipulated in Article 5;
- The annual shareholders' meeting may review and authorize the board of directors to decide on issuing financing to specific objects not exceeding RMB 300 million and not exceeding 20% of the net assets at the end of the most recent year, with this authorization expiring on the day of the next annual shareholders' meeting;
- Review and approve changes in the use of raised funds or the use of over-raised funds;
- Review equity incentive plans and employee stock ownership plans;
- The shareholders' meeting may authorize the board of directors to make resolutions on issuing corporate bonds;
- Make resolutions on significant contracts or transactions entered into directly or indirectly by directors and senior management with the company, self-operating or conducting similar businesses for others, or using their position to seek business opportunities belonging to the company for themselves or others;
- Review matters regarding changes in accounting policies that affect the company's most recent audited net profit by more than 50% or affect the company's most recent audited net assets by more than 50%;
- Review matters regarding liability insurance for directors due to compensation responsibilities incurred while performing company duties during their term;
- Review matters regarding changes in the company's name;
- Review other matters that should be decided by the shareholders' meeting as stipulated by laws, administrative regulations, departmental rules, or the Articles of Association.