华谊集团: 股东会议事规则（2025年修订）

General Provisions - The rules are established to regulate the behavior of Shanghai Huayi Group Co., Ltd. and ensure shareholders can exercise their rights according to the Company Law, Securities Law, and the company's articles of association [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][2] Types of Shareholder Meetings - Shareholder meetings are categorized into annual and extraordinary meetings, with annual meetings held within six months after the end of the previous fiscal year [1][2] - Extraordinary meetings must be convened within two months if certain conditions arise [4][5] Legal Opinions and Compliance - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [2][3] - The rules become legally binding for all shareholders, directors, and senior management upon effectiveness [2][3] Shareholder Meeting Authority - The shareholder meeting is the company's authority body, responsible for electing directors, approving financial budgets, and making decisions on significant asset transactions [3][4] - Specific powers include approving changes in fundraising purposes and employee stock ownership plans [3][4] Extraordinary Meetings - Extraordinary meetings must be convened under specific circumstances, such as insufficient directors or significant unremedied losses [4][5] - Shareholders holding more than 10% of shares can request an extraordinary meeting [5][6] Proposals and Notifications - Proposals must fall within the authority of the shareholder meeting and be submitted in writing [8][19] - Shareholders holding more than 1% of shares can propose temporary items ten days before the meeting [8][19] Meeting Procedures - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for extraordinary meetings [9][10] - The notification must include details about the meeting time, location, and agenda [9][10] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [43][45] - Shareholders must abstain from voting on matters where they have a conflict of interest [47] Meeting Records - The company must maintain detailed records of the meeting, including attendance, proposals, and voting results [66][67] - Meeting records must be preserved for at least ten years [67][68] Compliance and Enforcement - The company must comply with all legal and regulatory requirements, and failure to do so may result in penalties from regulatory authorities [25][26] - Shareholders can challenge resolutions in court if they believe the meeting procedures were not followed [22][25]