美盈森: 股东会议事规则（2025年8月修订）

General Provisions - The rules are established to ensure the lawful convening and functioning of the company's shareholders' meeting, based on relevant laws and the company's articles of association [1] - 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 and temporary meetings convened within two months when necessary [1][2] - The meeting will be held in person at the company's registered address or a designated location, with online participation available for shareholders [1][2] Preparation and Notification of the Shareholders' Meeting - The board secretary and securities department are responsible for preparing the meeting, including document preparation, notification, and collection of proposals from shareholders holding over 1% of voting shares [2] - Annual meetings must notify shareholders 20 days in advance, while temporary meetings require 15 days' notice [2] - Notifications must include meeting details, agenda items, and rights of shareholders to attend and vote [2][3] Conducting the Shareholders' Meeting - All registered shareholders or their proxies have the right to attend and vote, with identification required for attendance [5][6] - The chairman of the board presides over the meeting, and if unavailable, a vice-chairman or a director will be appointed [7] - The meeting must allow reasonable discussion time for each proposal, and shareholders have the right to speak and inquire [8][29] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions needing two-thirds approval [33][34] - Specific matters requiring special resolutions include capital changes, mergers, and amendments to the articles of association [10][11] - Voting rights are exercised based on the number of shares held, with provisions for separate counting of votes from minority investors [36][37] Record Keeping and Announcement of Resolutions - Meeting records must be maintained for at least ten years, detailing the meeting's proceedings, attendance, and voting results [30][31] - Resolutions must be announced promptly, including details of attendance and voting outcomes [49][50] - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request annulment within sixty days if procedural issues arise [53][56]