上海雅仕: 股东会议事规则（2025年8月修订）

General Principles - The rules are established to protect the rights of the company, shareholders, and creditors, and to regulate the shareholder meeting according to relevant laws and the company's articles of association [1][2] - The company must strictly follow legal and regulatory requirements to ensure shareholders can exercise their rights [1][2] - The shareholder meeting is categorized into annual and temporary meetings, with the annual meeting held within six months after the end of the previous fiscal year [1][2] Convening Shareholder Meetings - Temporary shareholder meetings must be convened within two months of certain events, such as insufficient board members or significant losses [2][3] - Independent directors and the audit committee have the right to propose temporary meetings, and the board must respond within ten days [3][4] - Shareholders holding more than 10% of shares can request a temporary meeting, and if the board does not respond, they can approach the audit committee [4][5] Proposals and Notifications - Proposals must fall within the authority of the shareholder meeting and be clearly defined [13][14] - Shareholders holding more than 1% of shares can submit proposals ten days before the meeting [6][14] - Notifications for annual meetings must be sent 20 days in advance, while temporary meetings require 15 days' notice [15][16] Conducting the Meeting - The meeting should be held at the company's registered location, and shareholders can attend in person or via authorized representatives [20][21] - The meeting must maintain order, and measures should be taken against disruptions [22][23] - All shareholders registered on the equity registration date have the right to attend the meeting [23][24] Voting and Resolutions - Voting on related party transactions excludes related shareholders from participating [33][34] - Resolutions can be ordinary or special, with different voting thresholds required for approval [34][35] - The election of directors follows specific voting procedures, including cumulative voting for multiple positions [37][38] Meeting Records and Announcements - Meeting records must be maintained, detailing the time, participants, and voting results [50][51] - Resolutions must be announced promptly, including details of the voting outcomes and the number of shares represented [51][52] Amendments and Effectiveness - The rules are subject to approval by the shareholder meeting and can be amended accordingly [52][53] - The rules take effect upon approval and replace any previous regulations [57]