Rules of Procedure for Shareholders’ Meeting (revised in August 2025)
Shanghai Runda Medical Technology Co., Ltd. Rules of Procedure for Shareholders’ Meeting
Shanghai Runda Medical Technology Co., Ltd.
Rules of Procedure for Shareholders' Meeting
(August 2025)
Chapter 1 General Provisions
Article 1 In order to regulate the behavior of listed companies, ensure that shareholders' meetings exercise their powers in accordance with the law, ensure the validity and legality of shareholders' meeting procedures and resolutions, and safeguard the legitimate rights and interests of all shareholders, the company has formulated these rules in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China, the Shanghai Stock Exchange Stock Listing Rules, the Rules of Shareholders' Meetings of Listed Companies and other relevant laws, regulations, normative documents and the Articles of Association of Shanghai Runda Medical Technology Co., Ltd. (hereinafter referred to as the "Articles of Association").
Article 2 These rules shall apply to the convening, proposals, notifications, convening and other matters of the company’s shareholders’ meeting.
Article 3 The company shall convene shareholders' meetings in strict accordance with laws, administrative regulations, normative documents, the Articles of Association and the relevant provisions of these rules to ensure that shareholders can exercise their rights in accordance with the law.
The company's board of directors should earnestly perform its duties and convene and organize shareholders' meetings conscientiously and on time. All directors of the company should perform their duties diligently and ensure that shareholders’ meetings are held normally and their powers are exercised in accordance with the law.
Article 4 The shareholders' meeting shall exercise its powers within the scope stipulated in the Company Law and the Articles of Association.
Article 5 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings.
The annual shareholders' meeting is held once a year and should be held within six months after the end of the previous fiscal year. Extraordinary shareholders' meetings are held from time to time. When circumstances arise that require a temporary shareholders' meeting to be held as stipulated in Article 113 of the Company Law, the temporary shareholders' meeting shall be held within two months.
If the company is unable to convene a shareholders' meeting within the above period, it shall report to the Shanghai Securities Regulatory Bureau and the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange"), explain the reasons and make an announcement.
Article 6 When a company convenes a shareholders' meeting, it shall hire a lawyer to issue legal opinions on the following issues and make an announcement:
(1) Whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations and the Articles of Association;
(2) Whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid;
(3) Whether the voting procedures and voting results of the meeting are legal and valid;
Shanghai Runda Medical Technology Co., Ltd. Rules of Procedure for Shareholders’ Meeting
(4) Legal opinions on other relevant issues at the request of the company.
Article 7 The shareholders’ meeting is the company’s authority and exercises its powers in accordance with the Company Law, the Securities Law and other laws and regulations, the Rules of Shareholders’ Meetings of Listed Companies and other normative documents, the Articles of Association and these rules.
The specific powers of the shareholders’ meeting are found in the Articles of Association.
Chapter 2 Convening of Shareholders’ Meeting
Article 8 The board of directors shall convene the shareholders’ meeting on time within the time limit specified in Article 5 of these rules.
Article 9 With the approval of more than half of all independent directors, independent directors have the right to propose to the board of directors to convene an extraordinary shareholders' meeting. Regarding the independent director's proposal to convene an extraordinary shareholders' meeting, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within ten days after receiving the proposal.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within five days after making the board resolution; if the board of directors does not agree to convene an extraordinary shareholders' meeting, it shall explain the reasons and make an announcement.
Article 10 If the audit committee proposes to the board of directors to convene an extraordinary shareholders' meeting, it shall submit the proposal to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within ten days after receiving the proposal.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within five days after making the board's resolution. Any changes to the original proposal in the notice must be approved by the audit committee.
If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide written feedback within ten days after receiving the proposal, it will be deemed that the board of directors is unable to perform or fails to perform its duty to convene a shareholders' meeting, and the audit committee may convene and preside over it on its own.
Article 11 Shareholders who individually or collectively hold more than 10% of the company's shares (including preference shares with restored voting rights, etc.) have the right to request the board of directors to convene an extraordinary shareholders' meeting, and shall submit the request to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within ten days after receiving the request.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within five days after making the board of directors' resolution. Any changes to the original request in the notice must obtain the consent of the relevant shareholders.
Shanghai Runda Medical Technology Co., Ltd. Rules of Procedure for Shareholders’ Meeting
If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within ten days after receiving the request, shareholders who individually or collectively hold more than 10% of the company's shares (including preference shares with restored voting rights, etc.) propose to the audit committee to convene an extraordinary shareholders' meeting and shall submit a request to the audit committee in writing.
If the audit committee agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within five days of receiving the request. Any changes to the original request in the notice must be approved by the relevant shareholders.
If the audit committee fails to issue a shareholders' meeting notice within the prescribed period, it will be deemed that the audit committee has not convened and presided over the shareholders' meeting. Shareholders who individually or collectively hold more than 10% of the company's shares (including preference shares with restored voting rights, etc.) for more than 90 consecutive days may convene and preside over the meeting on their own.
If the audit committee or shareholders decide to convene a shareholders' meeting on their own, they shall notify the board of directors in writing and file a record with the Stock Exchange. The audit committee or the convening shareholders shall submit relevant supporting materials to the Stock Exchange when issuing the notice of the shareholders' meeting and publishing the announcement of the resolutions of the shareholders' meeting. Before the resolution of the shareholders' meeting is announced, the proportion of shares held by the convening shareholders (including preferred shares with restored voting rights, etc.) shall not be less than 10%.
Article 12 The board of directors and the board secretary shall cooperate with the shareholders' meeting convened by the audit committee or shareholders themselves. The board of directors shall provide a list of shareholders on the equity registration date. If the board of directors fails to provide a list of shareholders, the convener may apply to the securities registration and clearing agency to obtain it with the relevant announcement of the notice of convening the shareholders' meeting. The shareholder list obtained by the convener shall not be used for any purpose other than convening a shareholders' meeting.
Article 13 For a shareholders' meeting convened by the audit committee or shareholders themselves, the necessary expenses for the meeting shall be borne by the company.
Chapter 3 Proposals and Notices of Shareholders’ Meeting
Article 14 The content of the proposal shall fall within the scope of powers of the shareholders' meeting, have clear topics and specific resolution matters, and comply with the relevant provisions of laws, administrative regulations and the Articles of Association.
Article 15 Shareholders who individually or collectively hold more than 1% of the company's shares (including preference shares with restored voting rights, etc.) may submit a temporary proposal ten days before the shareholders' meeting and submit it in writing to the convener. The convener shall issue a supplementary notice to the shareholders' meeting within two days after receiving the proposal, announce the contents of the temporary proposal, and submit the temporary proposal to the shareholders' meeting for review. Exceptions are made for temporary proposals that violate laws, administrative regulations or the provisions of the Articles of Association, or do not fall within the scope of the shareholders' meeting.
Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of shareholders' meeting or add new proposals after issuing the notice of shareholders' meeting.
Shanghai Runda Medical Technology Co., Ltd. Rules of Procedure for Shareholders’ Meeting
Proposals that are not listed in the notice of the shareholders' meeting or do not comply with the provisions of Article 14 of these Rules shall not be voted on and resolutions made by the shareholders' meeting.
Article 16 The convener shall notify all shareholders by announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting shall notify each shareholder by announcement 15 days before the meeting.
Article 17 The notice of shareholders’ meeting shall include the following contents:
(1) Time, place and duration of the meeting;
(2) Matters and proposals submitted to the meeting for consideration;
(3) Explain in obvious words: All shareholders have the right to attend the shareholders’ meeting and may appoint a proxy in writing to attend the meeting and participate in voting. The shareholder’s proxy does not have to be a shareholder of the company;
(4) Equity registration date of shareholders who have the right to attend the shareholders’ meeting;
(5) Name and telephone number of the permanent contact person for conference affairs;
(6) Voting time and voting procedures online or by other means.
Notices of shareholders' meetings and supplementary notices should fully and completely disclose the specific contents of all proposals, as well as all information or explanations required to enable shareholders to make reasonable judgments on the matters to be discussed.
Article 18 If the shareholders’ meeting intends to discuss the election of directors, the notice of the shareholders’ meeting shall fully disclose the detailed information of the director candidates, including at least the following:
(1) Educational background, work experience, part-time job and other personal information;
(2) Whether there is a related relationship with the company or its controlling shareholder and actual controller;
(3) Number of company shares held;
(4) Whether you have been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange. Except for the cumulative voting system to elect directors, each director candidate shall be submitted as a separate proposal.
Article 19 The notice of shareholders' meeting shall specify the time and place of the meeting, and determine the equity registration date. The interval between the equity registration date and the meeting date should be no more than seven working days. Once the equity registration date is confirmed, it cannot be changed.
Article 20 After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. In the event of postponement or cancellation, the convener shall make an announcement and explain the reasons at least two working days before the original date.
Chapter 4 Convening of Shareholders’ Meeting
Shanghai Runda Medical Technology Co., Ltd. Rules of Procedure for Shareholders’ Meeting
Article 21 A company shall convene a shareholders' meeting at the company's domicile, at a location specified in the Articles of Association, or at a place clearly stated in the notice of the shareholders' meeting.
The shareholders' meeting shall set up a venue and be held in the form of an on-site meeting, and shall use safe, economical, convenient networks and other means to provide convenience to shareholders in accordance with the provisions of laws, administrative regulations, the China Securities Regulatory Commission or the Articles of Association.
Shareholders can attend the shareholders' meeting in person and exercise their voting rights, or they can entrust others to attend on their behalf and exercise their voting rights within the scope of authorization.
Article 22 The company shall clearly state the voting time and voting procedures online or by other means in the notice of shareholders’ meeting.
The start time of online or other voting methods at the shareholders' meeting shall not be earlier than 3:00 pm on the day before the on-site shareholders' meeting, and shall not be later than 9:30 am on the day of the on-site shareholders' meeting, and its end time shall not be earlier than 3:00 pm on the day when the on-site shareholders' meeting ends.
Article 23 The board of directors and other conveners shall take necessary measures to ensure the normal order of the shareholders' meeting. Measures should be taken to stop any behavior that interferes with shareholders' meetings, provokes troubles and infringes upon the legitimate rights and interests of shareholders, and promptly reports to relevant departments for investigation and punishment.
Article 24 All shareholders or their agents registered on the equity registration date have the right to attend the shareholders' meeting, and the company and the convener may not refuse for any reason. Shareholders attending the shareholders' meeting have one vote for each share they hold, except class shareholders. The company's shares held by the company have no voting rights. If a company that issues class shares has matters that may affect the rights of class shareholders stipulated by Article 116, Paragraph 3 of the Company Law and the China Securities Regulatory Commission, in addition to special resolutions of the shareholders' meeting, it must also be passed by more than two-thirds of the voting rights held by shareholders attending the class shareholders' meeting. The resolution matters and voting rights of class shareholders shall comply with the provisions of laws, administrative regulations, the China Securities Regulatory Commission and the company's articles of association.
Shareholders may attend the shareholders' meeting in person or entrust a proxy to attend and vote on their behalf.
Shareholders shall attend the shareholders' meeting with their ID cards or other valid certificates or certificates that can indicate their identity. The agent should also submit a power of attorney from the shareholder and a valid personal identity document.
Article 25 The power of attorney issued by a shareholder to entrust others to attend the shareholders’ meeting shall specify the following contents:
(1) The name of the principal, the type and number of shares of the company held;
(2) The name of the agent;
Shanghai Runda Medical Technology Co., Ltd. Rules of Procedure for Shareholders’ Meeting
(3) Specific instructions from shareholders, including instructions to vote for, against or abstain from voting on each deliberation matter included in the agenda of the shareholders’ meeting;
(4) The date of issuance and validity period of the power of attorney;
(5) Signature (or seal) of the client. If the client is a legal person shareholder, the seal of the legal person entity shall be affixed.
Article 26 The convener and lawyer shall jointly verify the legality of shareholder qualifications based on the shareholder list provided by the securities registration and clearing agency, and register the names of shareholders and the number of voting shares they hold. Registration for the meeting shall be terminated before the host of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held.
Article 27 If the shareholders' meeting requires directors and senior managers to attend the meeting, the directors and senior managers shall attend the meeting and accept inquiries from shareholders.
Article 28 The shareholders' meeting shall be chaired by the chairman of the board. If the Chairman is unable or fails to perform his duties, the Vice Chairman shall preside; if the Vice Chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside.
The shareholders' meeting convened by the audit committee shall be presided over by the convener of the audit committee. If the convener of the Audit Committee is unable or fails to perform his duties, an Audit Committee member jointly elected by more than half of the Audit Committee members shall preside over the meeting.
A shareholders' meeting convened by shareholders themselves shall be presided over by the convener or his elected representative.
When convening a shareholders' meeting, if the presiding officer of the meeting violates the rules of procedure and makes it impossible to continue the shareholders' meeting, with the consent of more than half of the shareholders with voting rights present at the shareholders' meeting, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and continue the meeting.
Article 29 At the annual shareholders' meeting, the board of directors shall make a report to the shareholders' meeting on its work over the past year, and each independent director shall also make a performance report.
Article 30 Directors and senior managers shall provide explanations and clarifications to shareholders’ inquiries at shareholders’ meetings.
Article 31 The host of the meeting shall announce the number of shareholders and proxies attending the meeting on-site and the total number of shares with voting rights held before voting. The number of shareholders and proxies attending the meeting on-site and the total number of shares with voting rights held shall be subject to the meeting registration.
Article 32 The shareholders’ meeting shall have meeting minutes. The secretary of the board of directors shall be responsible for the meeting minutes. The meeting minutes shall record the following contents:
Shanghai Runda Medical Technology Co., Ltd. Rules of Procedure for Shareholders’ Meeting
(1) Meeting time, location, agenda and name of the convener;
(2) The names of the host of the meeting and the directors and senior managers attending the meeting;
(3) The number of shareholders and proxies attending the meeting, the total number of shares with voting rights held and their proportion to the total number of shares of the company;
(4) The deliberation process, key points and voting results of each proposal;
(5) Shareholders’ inquiries or suggestions and corresponding replies or explanations;
(6) Names of lawyers, counters, and scrutineers;
(7) Other contents that should be included in the meeting minutes as stipulated in the Articles of Association.
Directors, board secretaries, conveners or their representatives, and meeting presiding officers who attend or attend the meeting shall sign the meeting minutes and ensure that the contents of the meeting minutes are true, accurate and complete.
The minutes of the meeting shall be kept together with the signature booklet of shareholders present on site, the power of attorney of the proxy attending, and the valid information on voting status via the Internet and other methods. The retention period shall be no less than ten years.
Chapter 5 Voting and Resolutions of the Shareholders’ Meeting
Article 33 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions.
Ordinary resolutions made by the shareholders' meeting shall be passed by more than half of the voting rights held by shareholders (including shareholders' proxies) present at the meeting.
Special resolutions made by the shareholders' meeting must be passed by more than two-thirds of the voting rights held by shareholders (including shareholders' proxies) present at the meeting.
Article 34 If a shareholder is related to the matters to be considered at the shareholders' meeting, he shall abstain from voting, and the shares with voting rights held by him shall not be counted in the total number of shares with voting rights present at the shareholders' meeting. When the shareholders' meeting considers major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of individual vote counting should be disclosed to the public in a timely manner. The company holds its own shares without voting rights, and these shares are not included in the total number of shares with voting rights for shareholders present. If a shareholder purchases a company's shares with voting rights in violation of the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law of the People's Republic of China, the shares exceeding the prescribed proportion may not exercise voting rights within thirty-six months after the purchase, and will not be included in the total number of shares with voting rights in the meeting of shareholders present. The company's board of directors, independent directors, shareholders holding more than 1% of the voting shares, or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the China Securities Regulatory Commission may publicly solicit shareholder voting rights. When soliciting shareholder voting rights, specific voting intentions and other information must be fully disclosed to the persons being solicited. Shanghai Runda Medical Technology Co., Ltd. Rules of Procedure for Shareholders’ Meetings are prohibited
To collect voting rights from shareholders through compensation or disguised compensation. Except for statutory conditions, a company may not impose minimum shareholding ratio restrictions on the solicitation of voting rights.
Article 35 When the shareholders' meeting deliberates on related transactions, the secretary of the board of directors shall determine the scope of related shareholders in accordance with relevant national laws, regulations, normative documents and stock exchange rules before the meeting. The secretary of the board of directors shall notify the presiding officer of the meeting of the list of related shareholders before the meeting begins, and the presiding officer of the meeting shall announce that the related shareholders shall abstain from voting when considering related party transactions.
Related shareholders or their authorized representatives may attend the shareholders' meeting and explain their views to the shareholders present in accordance with the meeting procedures, but they should actively avoid voting and not participate in the voting. If the related shareholders do not actively avoid voting, other shareholders participating in the meeting or the host have the right to require related shareholders to avoid voting. After the associated shareholders withdraw, other shareholders will vote based on their voting rights.
The avoidance and voting procedures of related shareholders should be recorded in the meeting minutes.
Article 36 When the shareholders' meeting votes on the election of directors, the cumulative voting system may be implemented in accordance with the provisions of the Articles of Association or the resolution of the shareholders' meeting. If a company's single shareholder and its persons acting in concert hold more than 30% of the shares, or if the shareholders' meeting elects two or more independent directors, a cumulative voting system shall be adopted.
Article 37 Except for the cumulative voting system, all proposals at the shareholders' meeting shall be voted on item by item. If there are different proposals on the same matter, voting shall be carried out in the order in which the proposals were submitted. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting shall not shelve the proposal or refuse to vote. When the shareholders' meeting deliberates on the issuance of preferred shares, it shall vote on the following matters item by item:
(1) The type and number of preferred shares issued this time;
(2) Issuance method, issuance objects and arrangements for allotment to original shareholders;
(3) Par value, issuance price or pricing range and the principles for their determination;
(4) The ways for preference shareholders to participate in profit distribution, including: dividend rate and its determination principles, conditions for dividend issuance, dividend payment method, whether dividends are accumulated, whether they can participate in residual profit distribution, etc.;
(5) Repurchase terms, including the conditions, period, price and determination principles of the repurchase, the entity exercising the repurchase option, etc. (if any);
(6) Purpose of raised funds;
(7) A conditionally effective share subscription contract signed between the company and the corresponding issuance target;
(8) The validity period of the resolution;
Shanghai Runda Medical Technology Co., Ltd. Rules of Procedure for Shareholders’ Meeting
(9) Amendment plan to the relevant provisions of the "Articles of Association" on the profit distribution policy;
(10) Authorization for the board of directors to handle specific matters related to this issuance;
(11) Other matters.
Article 38 When the shareholders' meeting considers the proposal, the proposal shall not be modified. Otherwise, the relevant changes shall be regarded as a new proposal and shall not be voted on at this shareholders' meeting.
Article 39 The same voting right can only choose one of on-site, online or other voting methods. In the event of repeated voting for the same voting right, the result of the first vote shall prevail.
Article 40 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting. The securities registration and clearing institution, as the nominal holder of the stock connect mechanism between the mainland and Hong Kong stock markets, shall not declare in accordance with the actual holder's wishes. Votes that are not filled in, filled in incorrectly, with illegible handwriting or uncast votes will be deemed as the voter giving up the right to vote, and the voting result of the number of shares held by him shall be counted as "abstention".
Article 41 Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If the matters under consideration are related to shareholders, relevant shareholders and agents are not allowed to participate in vote counting or voting supervision. When shareholders vote on a proposal, lawyers and shareholder representatives shall be jointly responsible for counting and supervising the votes, and announcing the voting results on the spot. Company shareholders or their agents who vote online or by other means have the right to check their voting results through the corresponding voting system.
Article 42 The on-site shareholders' meeting shall not end earlier than the online or other means. The host of the meeting shall announce the voting status and results of each proposal at the meeting site, and declare whether the proposal is passed or not based on the voting results. Before the voting results are officially announced, the companies, vote counters, scrutineers, shareholders, network service providers and other relevant parties involved in the shareholders' meeting on-site, online and other voting methods have the obligation to keep the voting information confidential.
Article 43 The resolutions of the shareholders' meeting shall be announced in a timely manner. Companies that issue domestically listed foreign-invested shares and class shares shall separately compile statistics and make announcements on the attendance and voting of domestic shareholders and foreign-invested shareholders, ordinary shareholders (including preference shareholders whose voting rights have been restored) and class shareholders.
Article 44 The announcement of resolutions of the shareholders’ meeting shall include the following contents:
(1) The time, place, method, convener and host of the meeting, and whether it complies with relevant laws, administrative regulations and the Articles of Association;
(2) Number of shareholders (agents) attending the meeting, shares held (agents) and voting rights of the company Shanghai Runda Medical Technology Co., Ltd. Rules of Procedure for Shareholders’ Meetings
Proportion of total shares;
(3) Voting results for each proposal. If a resolution is made on a shareholder's proposal, the name of the shareholder who proposed the proposal, the shareholding ratio and the content of the proposal shall be listed. If related transactions are involved, the avoidance of voting by related shareholders shall be explained;
(4) The concluding opinions of the legal opinion.
If the proposal is not passed, or if this shareholders' meeting changes the resolution of the previous shareholders' meeting, a special reminder should be made in the announcement of the resolution of the shareholders' meeting.
Article 45 The convener shall ensure that the shareholders’ meeting will be held continuously until the final resolution is reached. If the shareholders' meeting is suspended or unable to make resolutions due to force majeure or other special reasons, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate the shareholders' meeting, and make a timely announcement. At the same time, the convener should report to the Shanghai Securities Regulatory Bureau and the Shanghai Stock Exchange.
Article 46: If the shareholders' meeting passes the proposal for the election of directors, the new directors shall take office immediately after the resolution of the shareholders' meeting is passed.
Article 47 If the shareholders' meeting passes a proposal on distributing cash, giving away shares, or transferring capital reserves to increase share capital, the company shall implement the specific plan within two months after the conclusion of the shareholders' meeting.
Article 48 If a company repurchases common shares and issues preference shares to unspecified objects for the purpose of reducing registered capital, and repurchases common shares from specific shareholders of the company by issuing preference shares to specific objects as a means of payment, the shareholders' meeting to make a resolution on the repurchase of common shares must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting. The company shall announce the resolution on the day after the shareholders' meeting makes a resolution to repurchase ordinary shares.
Article 49 The resolution of the company's shareholders' meeting shall be invalid if the content violates laws and administrative regulations.
The company's controlling shareholders and actual controllers shall not restrict or obstruct small and medium-sized investors from exercising their voting rights in accordance with the law, and shall not damage the legitimate rights and interests of the company and small and medium-sized investors.
If the convening procedures and voting methods of the shareholders' meeting violate laws, administrative regulations or the Articles of Association, or the content of the resolution violates the Articles of Association, shareholders may request the People's Court to revoke it within 60 days from the date the resolution is made. However, there are only minor flaws in the convening procedures or voting methods of the shareholders' meeting, except those that have no substantial impact on the resolution.
If the board of directors, shareholders and other relevant parties have disputes over matters such as the qualifications of the convener, the convening procedures, the legality of the contents of the proposals, the validity of the resolutions of the shareholders' meeting, etc., they should promptly file a lawsuit with the people's court. Before the people's court makes a judgment or ruling such as revoking the resolution, the relevant parties shall implement the resolution of the shareholders' meeting. Company, Directors and Senior Management Shanghai Runda Medical Technology Co., Ltd. Rules of Procedure for Shareholders’ Meetings
Managers should earnestly perform their duties, implement the resolutions of the shareholders' meeting in a timely manner, and ensure the normal operation of the company.
If the people's court makes a judgment or ruling on relevant matters, the listed company shall perform its information disclosure obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, fully explain the impact, and actively cooperate with the implementation after the judgment or ruling takes effect. If it involves the correction of previous matters, it shall be handled in a timely manner and the corresponding information disclosure obligations shall be fulfilled.
Chapter 6 Supplementary Provisions
Article 50 Unless otherwise specified, the terms used in these rules have the same meaning as those in the Articles of Association.
Article 51 Matters not covered in these rules shall be implemented in accordance with relevant national laws and regulations, relevant regulations of regulatory agencies and the Articles of Association. If these rules are inconsistent with the provisions of relevant laws, regulations, normative documents and the Articles of Association, the laws, regulations, normative documents and the Articles of Association shall prevail.
Article 52 The terms “above” and “within” mentioned in these rules include the original number; “over”, “exceed”, “less than”, “less than” and “more than” do not include the original number.
Article 53 The Board of Directors is responsible for revising and interpreting these Rules, which shall come into effect on the date of review and approval by the Shareholders’ Meeting. The original Rules shall be abolished on the date when these Rules come into effect.