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*ST生物: 南华生物股东会议事规则(2025年7月修订)

General Principles - The rules are established to enhance the efficiency of shareholder meetings, protect shareholders' legal rights, and ensure the legality of procedures and resolutions [2][3] - The company must strictly adhere to laws, regulations, and its articles of association when convening shareholder meetings [2][3] Nature and Powers of the Shareholders' Meeting - The shareholders' meeting is the highest authority of the company, exercising powers such as electing directors, approving reports, and deciding on profit distribution [4][5] - Specific powers include decisions on capital changes, bond issuance, mergers, and significant asset transactions exceeding 30% of the latest audited total assets [4][5][6] Convening the Shareholders' Meeting - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, while temporary meetings can be called under certain conditions [4][5] - Independent directors and shareholders holding over 10% of shares can propose the convening of temporary meetings [5][6] Proposals and Notifications for the Shareholders' Meeting - Proposals must fall within the powers of the shareholders' meeting and be submitted in writing at least 10 days before the meeting [8][9] - Notifications must include meeting details, agenda items, and the date for shareholder registration [9][10] Meeting Procedures and Resolutions - The meeting must be conducted in a manner that ensures order and allows for shareholder participation, including the right to vote [11][12] - Resolutions can be ordinary or special, requiring different majorities for approval [18][19] Execution and Disclosure of Resolutions - The board of directors is responsible for executing the resolutions made during the shareholders' meeting, with specific timelines for implementation [56][57] - Resolutions must be disclosed in accordance with stock listing rules, ensuring transparency [59] Supplementary Provisions - These rules serve as a detailed supplement to the company's articles of association and will take effect upon approval by the shareholders' meeting [60][61] - The board of directors is responsible for interpreting these rules [63]