Article 50 The shareholders' meeting shall exercise the following functions and powers:

(1) To decide on the company's business policy and investment plan;

(2) Electing and replacing directors and deciding on the remuneration of directors;

(3) Electing and replacing the supervisors appointed by the shareholders' representatives, and deciding on the remuneration of the supervisors;

(4) Examining and approving the report of the board of directors;

(5) Examining and approving the report of the Board of Supervisors.

(VI) To examine and approve the annual financial budget plan and final accounts plan of the company;

(VII) To examine and approve the company's profit distribution plan and loss recovery plan;

(VIII) To make resolutions on the increase or decrease of the registered capital of the company;

(9) To make resolutions on the merger, division, dissolution and liquidation of the company;

(10) To make resolutions on the issuance of bonds by the company.

(eleven) to make resolutions on the employment, dismissal or non-renewal of the company's accounting firm;

(12) Amending the Articles of Association.

(XIII) To consider the proposals of shareholders representing more than 5% (including 5%) of the voting shares of the company;

(14) Other matters decided by the shareholders' meeting as stipulated by laws, administrative regulations and the articles of association.

Article 51 Without the prior consent of the shareholders' meeting, the company shall not conclude a contract with any person other than directors, supervisors, managers and other senior management personnel, and entrust all or important business of the company to that person for management.

Article 52 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The shareholders' meeting shall be convened by the board of directors. The annual meeting of shareholders shall be held once a year and shall be held within 6 months after the end of the previous fiscal year.

Under any of the following circumstances, the board of directors shall convene an extraordinary general meeting of shareholders within two months:

(1) When the number of directors is less than the number stipulated in the Company Law or less than two thirds of the number stipulated in the articles of association;

(2) When the company's uncompensated losses reach one third of the total share capital;

(3) When shareholders holding more than 65,438+00% (including 65,438+00%) of the company's issued voting shares request an extraordinary general meeting in writing;

(4) When the board of directors deems it necessary or the board of supervisors proposes to convene it.

Article 53 When convening a shareholders' meeting, the company shall issue a written notice 45 days before the meeting, informing all registered shareholders of the matters to be considered at the meeting and the date and place of the meeting. Shareholders who intend to attend the shareholders' meeting shall send a written reply to the company 20 days before the meeting.

Article 54 When the company holds the annual general meeting of shareholders, the shareholders who hold more than 5% (including 5%) of the total voting shares of the company have the right to put forward new proposals to the company in writing, and the company shall include the matters within the scope of responsibilities of the general meeting of shareholders in the agenda of the meeting.

Article 55 According to the written reply received 20 days before the general meeting of shareholders, calculate the number of shares with voting rights represented by shareholders who intend to attend the meeting. If the number of voting shares represented by shareholders who intend to attend the meeting reaches 1/2 or more of the total voting shares of the company, the company may convene a general meeting of shareholders; If it cannot be reached, the company shall notify the shareholders of the matters to be considered at the meeting, the date and place of the meeting again in the form of announcement within 5 days. After the announcement, the company may convene a general meeting of shareholders.

The extraordinary general meeting of shareholders shall not decide on matters not specified in the notice.

Article 56 The notice of the general meeting of shareholders shall meet the following requirements:

(a) in writing;

(2) Specify the place, date and time of the meeting;

(three) explain the matters discussed at the meeting;

(4) Providing necessary information and explanations to shareholders to enable them to make informed decisions on matters to be discussed; This principle includes (but is not limited to) when the company proposes merger, share repurchase, capital reorganization or other reorganization, it should provide the specific conditions and contracts (if any) of the proposed transaction, and make a serious explanation of its reasons and consequences;

(5) Where directors, supervisors, managers and other senior managers have significant interests in the matters to be discussed, the nature and extent of their interests shall be disclosed. If the impact of the matters discussed on the directors, supervisors, managers and other senior management personnel as shareholders is different from that on other similar shareholders, the differences shall be explained;

(six) containing the full text of any special resolution to be adopted at the meeting;

(7) Make it clear in words that the shareholders who have the right to attend and vote have the right to entrust one or more agents to attend and vote on their behalf, and the agents need not be shareholders;

(8) Specify the time and place of delivery of the proxy power of attorney to attend the meeting.

Article 57 The notice of the shareholders' general meeting shall be sent to the shareholders in person or by postage prepaid (whether they have the right to vote at the shareholders' general meeting or not), and the address of the recipient shall be subject to the address registered in the register of shareholders. For domestic shareholders, the notice of shareholders' meeting can also be announced.

The announcement in the preceding paragraph shall be published in one or more newspapers and periodicals designated by the competent securities department of the State Council within 45 to 50 days after the meeting is held. Once announced, it shall be deemed that all domestic shareholders have received the notice of the relevant shareholders' meeting.

Fifty-eighth due to accidental omission, the meeting and the resolutions made at the meeting shall not be invalid because the notice of the meeting has not been delivered to the person entitled to be notified or the person has not received the notice of the meeting.

Article 59 Shareholders who have the right to attend and vote at the shareholders' meeting have the right to entrust one or more persons (who may not be shareholders) as their agents to attend and vote on their behalf. A shareholder's agent may exercise the following rights according to the entrustment of shareholders:

(1) Shareholders' right to speak at the shareholders' meeting;

(two) on their own or in collusion with others * * * to ask for a vote;

(3) To exercise voting rights by raising hands or voting, but when more than one shareholder's agent is appointed, the shareholder's agent can only exercise voting rights by voting.

Article 60 Where a shareholder entrusts an agent in writing, it shall be signed by the principal or his agent entrusted in writing; If the client is a legal person, it shall be stamped with the seal of the legal person or signed by its directors or duly entrusted agents.

Article 61 The power of attorney for voting shall be placed at the company's residence or other places specified in the notice of convening the meeting at least 24 hours before the relevant meeting entrusted by the power of attorney is held, or 24 hours before the designated voting time. If the power of attorney is signed by the client, the power of attorney or other authorization documents authorized to be signed shall be notarized. The notarized power of attorney or other authorization documents shall be placed at the company's residence or other places specified in the notice of convening the meeting at the same time as the voting power of attorney.

If the client is a legal person, its legal representative or the person authorized by the resolution of the board of directors or other decision-making bodies shall attend the shareholders' meeting of the company as a representative.

Article 62 The format of the power of attorney issued by the board of directors of the company to shareholders to appoint a shareholder's agent shall allow shareholders to freely choose to instruct the shareholder's agent to vote for or against, and give instructions on the voting matters of each topic at the meeting. The power of attorney shall specify that if the shareholder fails to give instructions, the shareholder's agent may vote according to his own will.

Article 63 Before voting, if the client has died, lost capacity, revoked the appointment, revoked the authorization to sign the appointment or the relevant shares have been transferred, as long as the company does not receive written notice of these matters before the relevant meeting, the voting by the shareholder's agent according to the power of attorney is still valid.

Article 64 Resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions.

Ordinary resolutions made at the shareholders' meeting shall be adopted by more than 65,438+0/2 of the voting rights held by shareholders (including shareholders' agents) present at the shareholders' meeting.

A special resolution of the shareholders' meeting shall be passed by more than two thirds of the voting rights held by the shareholders present at the shareholders' meeting (including shareholders' agents).

Article 65 When voting at the shareholders' meeting, shareholders (including shareholders' agents) shall exercise their voting rights with the amount of voting shares they represent, and each share shall have one vote.

Article 66 The shareholders' meeting shall vote by show of hands, unless the following persons require a show of hands before or after voting:

(a) the chairman of the meeting;

(2) At least two shareholders with voting rights or their agents;

(3) One or more shareholders (including proxies) who individually or jointly hold more than 65,438+00% (including 65,438+00%) of the voting shares attending the meeting.

Unless someone proposes to vote by ballot, the chairman of the meeting will announce that the proposal is passed according to the result of a show of hands and record it in the minutes of the meeting as the final basis, without proving the number of votes for or against or the proportion of resolutions passed at the meeting.

The proposer may withdraw the request for voting.

Article 67 If the matter to be voted on is to elect the chairman or suspend the meeting, it shall be voted on immediately; Other matters that need to be voted on shall be decided by the chairman when to vote, and the meeting may continue to discuss other matters, and the voting result shall still be regarded as the resolution adopted by the meeting.

Article 68 When voting, shareholders holding more than two voting rights (including shareholders' agents) need not vote for or against all voting rights.

Article 69 When the votes against and for are equal, the chairman of the meeting has the right to cast one more vote by raising his hand or voting.

Article 70 The following matters shall be adopted by the shareholders' meeting by ordinary resolution:

(1) Work reports of the board of directors and the board of supervisors;

(2) Profit distribution plan and loss compensation plan drawn up by the board of directors;

(3) The removal of members of the board of directors and the board of supervisors and their remuneration and payment methods;

(four) the company's annual budget and final accounts report, balance sheet, income statement and other financial statements;

(5) Other matters that should be passed by special resolution other than those stipulated by laws, administrative regulations or the Articles of Association.

Article 71 The following matters shall be passed by a special resolution at the shareholders' meeting:

(1) The company increases or decreases its share capital and issues any kind of stocks, warrants and other similar securities;

(2) Issuing corporate bonds.

(3) Division, merger, dissolution and liquidation of the company.

(4) amending the articles of association;

(5) Other matters that need to be passed by special resolutions when the general meeting of shareholders adopts ordinary resolutions that will have a significant impact on the company.

Article 72 Where a shareholder requests to convene an extraordinary general meeting or a class general meeting, the following procedures shall be followed:

(1) Two or more shareholders who hold more than 65,438+00% (including 65,438+00%) of the voting shares of the proposed meeting may sign one or more written requests in the same format, requesting the board of directors to convene an extraordinary general meeting or class general meeting, and specify the topics of the meeting. The board of directors shall convene an extraordinary general meeting or a general meeting of shareholders as soon as possible after receiving the above written request. The number of the above shares shall be calculated according to the date when the shareholders submit a written request.

(2) If the board of directors fails to issue a notice of convening the meeting within 30 days after receiving the above written request, the requesting shareholder may convene the meeting by himself within 4 months after receiving the request, and the procedure for convening the meeting shall be the same as that for convening the shareholders' meeting by the board of directors as far as possible.

If the board of directors fails to meet the above requirements and the shareholders convene a meeting by themselves, the reasonable expenses incurred shall be borne by the company and deducted from the money owed by the company to the dereliction of duty directors.

Article 73 The shareholders' meeting shall be convened and presided over by the board of directors. If the chairman is unable to attend the meeting for some reason, the vice chairman shall convene the meeting and serve as the chairman of the meeting; If neither the chairman nor the vice-chairman can attend the meeting, the board of directors may appoint a company director to convene the meeting and serve as the chairman of the meeting; If the chairman of the meeting is not specified, the shareholders present at the meeting may elect a chairman; If the shareholders are unable to elect the chairman for some reason, the shareholders with the most voting shares (including shareholders' agents) present at the meeting shall serve as the chairman of the meeting.

Article 74 The chairman of the meeting is responsible for deciding whether the resolution of the shareholders' meeting is passed, and the decision of the chairman of the meeting is final, which will be announced and recorded in the minutes of the meeting.

Article 75 If the moderator of the meeting has doubts about the result of the resolution submitted for voting, he may count the number of votes; If the chairman of the meeting fails to count the votes, and the shareholders or shareholders' agents present at the meeting disagree with the results announced by the chairman of the meeting, they have the right to demand that the votes be counted immediately after the announcement, and the chairman of the meeting shall count the votes immediately.

Article 76 If votes are counted at the shareholders' meeting, the results of the counting shall be recorded in the minutes of the meeting.

The minutes of the meeting shall be kept at the company's domicile together with the signature book of the shareholders present and the power of attorney for proxy attendance.

Article 77 Shareholders may consult the minutes of meetings free of charge during the office hours of the company. If any shareholder requests a copy of the relevant meeting minutes from the Company, the Company shall send the copy within 7 days after receiving the reasonable fee.