和元生物: 《股东会议事规则》（2025年6月修订）

General Principles - The rules are established to regulate the behavior of He Yuan Biotechnology (Shanghai) Co., Ltd. and ensure that the shareholders' meeting exercises its rights according to the Company Law and relevant regulations [2][3] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings to ensure shareholders can exercise their rights [2][3] Shareholders' Meeting Resolutions - Ordinary resolutions require a majority of the voting rights held by attending shareholders, while special resolutions require at least two-thirds of the voting rights [3][4] - Matters requiring ordinary resolutions include the board's work report, profit distribution plans, and the appointment of board members [3][4] - Special resolutions are needed for significant changes such as capital adjustments, mergers, and amendments to the articles of association [3][4] Voting Rights and Procedures - Each share carries one vote, and shares held by the company do not have voting rights [5][6] - For significant matters affecting minority investors, separate voting results must be disclosed [5][6] - Shareholders holding more than 10% of shares can propose the convening of a temporary shareholders' meeting [11][12] Meeting Organization - The annual shareholders' meeting must be held within six months after the end of the previous fiscal year, while temporary meetings can be called as needed [10][12] - Legal opinions must be obtained for the meeting's legality, including the qualifications of attendees and the validity of voting procedures [13][14] Proposal and Notification - Proposals must fall within the authority of the shareholders' meeting and be submitted in writing at least ten days before the meeting [21][22] - Notifications must include detailed information about the meeting, including time, location, and agenda [26][27] Meeting Conduct - The meeting must be held at the company's registered location, and all shareholders or their proxies have the right to attend [28][30] - The chairman of the board presides over the meeting, and if they are unable to do so, a director will be elected to lead [35][36] Voting and Results - Voting must be conducted item by item, and results must be announced immediately after voting [41][46] - Meeting records must be maintained for at least ten years, detailing attendance, proposals, and voting outcomes [47][48] Legal Compliance - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request annulment within 60 days [51][52] - The company must promptly disclose the results of the shareholders' meeting, including the number of votes and resolutions passed [52][53]