General Principles - The rules are established to promote the standardized operation of Anhui Xindong Lian Ke Micro System Co., Ltd. and to enhance the efficiency of shareholder meetings while protecting the legitimate rights and interests of shareholders [2][3] - The shareholder meeting is the highest authority of the company, composed of all shareholders, and may also include non-shareholder directors, senior management, and other invited personnel [2][3] Powers of the Shareholder Meeting - The shareholder meeting has the authority to elect and replace directors, approve the board's reports, and decide on profit distribution and loss compensation plans [5][6] - Decisions regarding capital increases or decreases, bond issuance, mergers, and amendments to the articles of association must be made by the shareholder meeting [5][6] External Guarantees - Certain external guarantees require approval from the shareholder meeting, including guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% of the latest audited net assets [3][4] - The approval process for guarantees involving shareholders or related parties requires that the concerned shareholder abstains from voting [4] Financial Assistance Transactions - Financial assistance transactions exceeding 10% of the latest audited net assets must be approved by the board and subsequently submitted to the shareholder meeting for approval [5][6] Major Transactions - Major transactions, such as asset purchases or sales exceeding 50% of the latest audited total assets, require shareholder meeting approval [5][6] Meeting Convening - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, while temporary meetings can be called under specific circumstances [12][13] - Independent directors can propose temporary meetings, and the board must respond within ten days [12][13] Proposals and Notifications - Proposals must fall within the powers of the shareholder meeting and be submitted in writing at least ten days before the meeting [19][20] - Notifications must include details such as meeting time, location, agenda, and the rights of shareholders to attend and vote [22][23] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [43][44] - Shareholders can vote in person or by proxy, and each share carries one vote [46][47] Meeting Records and Other Matters - Meeting records must be maintained, detailing the time, location, attendees, and outcomes of each proposal [66][67] - The rules are to be implemented upon approval by the shareholder meeting and are considered an attachment to the company's articles of association [70][71]
芯动联科: 《股东会议事规则》