芯朋微: 股东会议事规则（2025年5月）

Core Points - The document outlines the rules for the shareholders' meeting of Wuxi Chipeng Microelectronics Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The company must convene shareholders' meetings in accordance with the law, ensuring shareholders can exercise their rights [1][2] - The shareholders' meeting is the highest authority of the company and must operate within the scope defined by the law and the company's articles of association [1][3] - There are two types of shareholders' meetings: annual and extraordinary [1][2] Group 2: Convening Shareholders' Meetings - The annual shareholders' meeting must be held within six months after the end of the previous fiscal year [2] - Extraordinary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [2][3] - Independent directors and the audit committee have the right to propose extraordinary meetings [3][4] Group 3: Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [6][13] - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for extraordinary meetings [15][16] - Notifications must include all proposal details and necessary information for shareholders to make informed decisions [16][17] Group 4: Conducting Shareholders' Meetings - Meetings should be held at the company's registered address or a designated location, allowing for both in-person and online participation [20][21] - Shareholders can attend in person or appoint proxies to vote on their behalf [21][22] - The meeting must maintain order, and measures should be taken to prevent disruptions [22][23] Group 5: Voting and Resolutions - Resolutions can be ordinary or special, requiring different levels of approval [37][39] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval [37][39] - Voting rights are based on the number of shares held, with each share granting one vote [40][41] Group 6: Post-Meeting Procedures - Resolutions must be announced promptly, detailing the number of shareholders present and the voting results [50][51] - If a resolution is not passed or if there are changes to previous resolutions, this must be highlighted in the announcement [51][52] - The company must comply with legal obligations regarding the validity of resolutions and shareholder rights [55][56]