PRIMARIUS(SH:688206) Zheng Quan Zhi Xing·2025-07-15 12:16General Provisions - The rules are established to standardize the decision-making process of the shareholders' meeting of Shanghai Gaolun Electronics Co., Ltd. and ensure compliance with relevant laws and regulations [1][2] - These rules apply to the company, all shareholders, shareholder agents, directors, senior management, and other relevant attendees [1] Powers of the Shareholders' Meeting - The shareholders' meeting is the power institution of the company and exercises its powers within the scope defined by the Company Law and the company’s articles of association [2][3] - The shareholders' meeting has the authority to elect and replace directors, approve major asset transactions, and decide on changes in fundraising purposes, among other matters [2][3][4] Transaction Approval Criteria - Transactions involving assets exceeding 50% of the company's audited total assets or 50% of the company's market value must be submitted for shareholders' approval [4][5] - Specific thresholds for transactions related to net profit and revenue are also established, requiring approval if they exceed certain amounts [4][5] Shareholders' Meeting Types and Scheduling - The company holds an annual shareholders' meeting within six months after the end of the previous fiscal year and can hold temporary meetings as needed [5][6] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient directors or significant losses [6][7] Meeting Procedures - Shareholders can attend in person or via proxy, and the company must ensure a proper order during the meeting [6][30] - Legal opinions must be obtained on the legality of the meeting's procedures and the qualifications of attendees [6][12] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [10][21] - Notifications for meetings must be sent out in advance, detailing the time, place, and agenda [12][21] Voting and Resolutions - Voting can be conducted in person, online, or through other means, and resolutions require a majority or two-thirds majority depending on the type of resolution [45][46] - Special resolutions are required for significant corporate actions such as capital changes or mergers [46][47] Record Keeping and Transparency - Meeting records must be maintained for at least ten years, documenting attendance, discussions, and voting results [17][43] - The company must treat all shareholders equally and ensure transparency in the voting process [24][25]