晶华微: 晶华微股东会议事规则

General Principles - The rules are established to standardize the behavior of Hangzhou Jinghua Microelectronics Co., Ltd. and to clarify the responsibilities and powers of the shareholders' meeting, ensuring the protection of the company's interests and shareholders' legal rights [1][2] - The company must strictly follow laws, regulations, and its articles of association when convening shareholders' meetings, ensuring shareholders can exercise their rights [1][3] Shareholders' Meeting Authority - The shareholders' meeting is the company's authority body and has the power to elect and replace directors, approve reports, decide on profit distribution, and make resolutions on capital changes, bond issuance, mergers, and other significant matters [1][2][3] - The shareholders' meeting can also approve related party transactions exceeding 1% of the company's audited total assets or market value, and significant asset purchases or sales exceeding 30% of the company's audited total assets [1][2][3] Types of Meetings - The shareholders' meeting is divided into annual and temporary meetings, with the annual meeting held within six months after the end of the previous fiscal year [2][3] - Temporary meetings must be convened within two months of certain events, such as insufficient directors or significant losses [2][3] Meeting Procedures - The board of directors is responsible for convening the shareholders' meeting and must respond to requests from independent directors or shareholders holding more than 10% of shares within specified timeframes [3][4] - Legal opinions must be obtained for the legality of the meeting's procedures and announcements [3][4] Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be submitted in writing [5][6] - Notifications for meetings must include details such as time, location, agenda, and the rights of shareholders to attend and vote [7][8] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [13][14] - Related party shareholders must abstain from voting on transactions that involve them [14][15] Meeting Records - The company must maintain accurate records of the meeting, including attendance, proposals, and voting results, which must be preserved for at least ten years [19][20] - Any resolutions that violate laws or regulations are considered invalid [20][21]