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卓胜微: 股东会议事规则

Core Points - The document outlines the rules and procedures for the shareholders' meeting of Jiangsu Zhuosheng Microelectronics Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The purpose of the rules is to clarify the responsibilities and authority of the shareholders' meeting, standardize its organization and behavior, and protect the legal rights of all shareholders [1] - The company must hold shareholders' meetings in accordance with the law, administrative regulations, and its articles of association [1][2] - Shareholders can participate in meetings either in person or through online voting [1][2] Group 2: Convening Shareholders' Meetings - Shareholders' meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [6] - Temporary meetings must be convened within two months under specific circumstances, such as when the number of directors is insufficient or when shareholders holding over 10% of shares request it [6][7] - The board of directors is responsible for convening the meetings within the stipulated time [7][8] Group 3: Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [14] - The board, audit committee, and shareholders holding over 1% of shares can propose items for discussion [15] - Notifications for annual meetings must be sent 20 days in advance, while notifications for temporary meetings must be sent 15 days in advance [16] Group 4: Attendance and Registration - All shareholders registered on the equity registration date have the right to attend the meeting [22] - Shareholders must present valid identification to confirm their identity when attending the meeting [22][23] - The company is responsible for preparing a registration list of attendees [30] Group 5: Conducting the Meeting - The meeting can be organized by a meeting service team, and the board secretary is responsible for the preparation of documents [32] - The meeting must maintain order, and unauthorized individuals may be refused entry [34] - Directors and senior management are required to attend and respond to shareholder inquiries [35] Group 6: Voting Procedures - Each share carries one vote, and shareholders must vote according to their represented shares [45] - Voting can be conducted through various methods, including online systems [56] - The results of the voting must be announced immediately after counting [57] Group 7: Resolutions - Resolutions can be classified as ordinary or special, with different requirements for approval [58] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval [58][59] - The company must execute the resolutions passed by the shareholders' meeting [73] Group 8: Record Keeping and Disclosure - Meeting records must include details such as time, location, attendees, and voting results [64] - The company is obligated to disclose the resolutions in accordance with relevant laws and regulations [70] - Any changes to previous resolutions must be highlighted in the announcement [72]