Shareholders Meeting. 3.2.1 The register of shareholders and the capital contribution certificates shall constitute sufficient evidence of the status of the Company’s shareholders and their holding of equity interests in the Company, unless there is sufficient evidence to the contrary. In the event of any changes in the Company’s shareholders and ownership structure, the Company shall update, replace and cancel the register of shareholders and the capital contribution certificates in a timely fashion. 3.2.2 Shareholders’ meetings are classified into annual shareholders’ meetings and extraordinary shareholders’ meetings. Shareholders’ meetings shall be convened by the board of directors. Annual shareholders’ meetings shall be held once a year within three months after the end of the previous fiscal year. Subject to the provisions of Article 3.2.4 and Article 3.2.5, shareholders’ meetings shall be valid only if attended by shareholders representing more than half of the voting rights held by all shareholders. 3.2.3 Any shareholder entitled to attend and vote at a shareholders’ meeting shall have the right to appoint another person as his/her proxy to attend and vote at such meeting on his/her behalf. Any proxy representing a shareholder shall exercise shareholders’ rights within the scope authorized by such shareholder. 3.2.4 Shareholders of the Company shall exercise their voting rights at the shareholders’ meetings in proportion to their respective ownership in the Company. Resolutions of shareholders’ meetings may be passed only if approved by shareholders representing more than half of the voting rights held by all shareholders. However, the following matters of the Company shall be approved by shareholders representing more than half of the voting rights held by all shareholders at a duly convened shareholders’ meeting, in which case at least the affirmative votes of all investors should have been obtained (regardless of whether the investors attend the shareholders’ meeting or not): (1) Any modifications, changes or additions made by the Company to investors’ rights, special rights or powers, including any amendments to, or re-signing or termination of, the Transaction Documents and the exhibits thereto; (2) In addition to the Company’s existing Employee Equity Incentive Plans, reserving or creating new employee equity or option pools, or engaging in any other activities that may result in a dilution of investors’ equity interests in the Company; (3) Determining, declaring or implementing dividend or bonus distribution or payout plans (including by capitalization of reserves or otherwise), profit distribution plans and loss recovery plans; (4) Increase or decrease of the number of directors, or change or replacement of the composition of the board of directors; or deciding on matters concerning the remuneration of directors; (5) Approval of the Company’s annual budgets; (6) Change of the scope of the Company’s principal business, expansion into non-principal business areas or participation in any industry that is completely different from the existing principal business plan, or termination of any core business; (7) Providing any form of borrowing, loan or guarantee for, or accepting any security for loan provided by, other companies, organizations and individuals (including but not limited to [*****]) other than the Company’s majority-owned or wholly owned Subsidiaries, except for borrowings provided to ensure the normal business operations of [*****] within budget (in a total amount of no more than RMB 1 million each month); Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd. (8) Deciding on the listing (including but not limited to Qualified Listing) of the Company, selection of listing sponsors, underwriters, places of listing, stock exchanges for listing, valuation for listing approval or other important terms and conditions; (9) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiaries. 3.2.5 The following matters of the Company shall be approved by shareholders representing more than two-thirds (2/3) of the voting rights held by all shareholders at a duly convened shareholders’ meeting, and at least the affirmative votes of all investors should have been obtained (regardless of whether the investors attend the shareholders’ meeting or not): (1) Amendment of the Company’s Articles of Association; (2) Change of the Company’s registered capital; (3) Merger, split-up, liquidation, dissolution or cessation of business of the Company, or conversion of the Company into a company limited by shares, or restructuring of the Company to adopt an overseas structure for the purpose of listing overseas; (4) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiaries. The Parties agree and acknowledge that if any resolutions of the Company’s shareholders’ meeting made, or Articles of Association established, by the Parties after the execution and entry into force hereof or any subsequent amendments thereto are inconsistent with the provisions of Article 3.1 or Article 3.2 above, such inconsistency shall not, unless otherwise expressly specified, be deemed a change or modification to the provisions of Article 3.1 or Article 3.2 above.
Appears in 2 contracts
Sources: Shareholder Agreement (Zhibao Technology Inc.), Shareholder Agreement (Zhibao Technology Inc.)
Shareholders Meeting. 3.2.1 19.1.1 The register of shareholders and the capital contribution certificates shall constitute sufficient evidence Shareholders’ meeting of the status Target Company shall be attended by all Shareholders and shall be the highest authority of the Target Company’s shareholders and their holding of equity interests in the Company, unless there is sufficient evidence to the contrary. In the event of any changes in the Company’s shareholders and ownership structure, the Company shall update, replace and cancel the register of shareholders and the capital contribution certificates in a timely fashion.
3.2.2 19.1.2 Shareholders’ meetings are classified into annual shareholders’ composed of regular meetings and extraordinary shareholders’ meetings. The regular Shareholders’ meetings shall be convened at least once a year. An extraordinary Shareholders’ Meeting shall be convened if so proposed by the board Shareholders representing more than one-tenth (1/10) of the voting rights, or more than one-third (1/3) of the directors. Annual shareholders, or the supervisors.
19.1.3 The Shareholders’ meetings meeting shall be held once a year within three months after convened by the end Board of Directors and chaired by the previous fiscal year. Subject chairman; where the chairman is unable or fails to perform his/her duties, the provisions of Article 3.2.4 and Article 3.2.5, shareholdersShareholders’ meetings meeting shall be valid only if attended chaired by shareholders representing a director appointed by more than half of the voting rights held by all shareholders.
3.2.3 Any shareholder entitled Board of Directors. If the Board of Directors is unable or fails to attend and vote at a shareholdersconvene the Shareholders’ meeting, the meeting shall have be convened and presided over by the right supervisors. If the supervisors fail to appoint another person as his/her proxy to attend convene and vote at such meeting on his/her behalf. Any proxy representing a shareholder shall exercise shareholderspreside over the Shareholders’ rights within meeting, the scope authorized by such shareholder.
3.2.4 Shareholders of the Company shall exercise their voting rights at the shareholders’ meetings in proportion to their respective ownership in the Company. Resolutions of shareholders’ meetings may be passed only if approved by shareholders representing more than half of the voting rights held by all shareholders. However, the following matters of the Company shall be approved by shareholders representing more than half of the voting rights held by all shareholders at a duly convened shareholders’ meeting, in which case at least the affirmative votes of all investors should have been obtained one-tenth (regardless of whether the investors attend the shareholders’ meeting or not):
(1) Any modifications, changes or additions made by the Company to investors’ rights, special rights or powers, including any amendments to, or re-signing or termination of, the Transaction Documents and the exhibits thereto;
(2) In addition to the Company’s existing Employee Equity Incentive Plans, reserving or creating new employee equity or option pools, or engaging in any other activities that may result in a dilution of investors’ equity interests in the Company;
(3) Determining, declaring or implementing dividend or bonus distribution or payout plans (including by capitalization of reserves or otherwise), profit distribution plans and loss recovery plans;
(4) Increase or decrease of the number of directors, or change or replacement of the composition of the board of directors; or deciding on matters concerning the remuneration of directors;
(5) Approval of the Company’s annual budgets;
(6) Change of the scope of the Company’s principal business, expansion into non-principal business areas or participation in any industry that is completely different from the existing principal business plan, or termination of any core business;
(7) Providing any form of borrowing, loan or guarantee for, or accepting any security for loan provided by, other companies, organizations and individuals (including but not limited to [*****]) other than the Company’s majority-owned or wholly owned Subsidiaries, except for borrowings provided to ensure the normal business operations of [*****] within budget (in a total amount of no more than RMB 1 million each month); Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.
(8) Deciding on the listing (including but not limited to Qualified Listing) of the Company, selection of listing sponsors, underwriters, places of listing, stock exchanges for listing, valuation for listing approval or other important terms and conditions;
(9) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiaries.
3.2.5 The following matters of the Company shall be approved by shareholders representing more than two-thirds (2/31/10) of the voting rights held by may convene and preside over such meeting. A notice of the Shareholders’ meeting shall be given to all shareholders Shareholders at a duly convened shareholders’ least fifteen (15) days before the convening of such meeting, unless all Shareholders agree to waive such noticing period.
19.1.4 The Shareholders’ meeting shall maintain complete and at least the affirmative votes correct minutes of its meetings including copies of all investors should have been obtained (regardless meeting notices. The minutes of whether the investors attend the shareholdersShareholders’ meeting or not):
(1) Amendment and the resolutions adopted by the Shareholders’ meeting shall be recorded by a secretary for a meeting designated by the Shareholders’ meeting and shall be circulated among all of the Company’s Articles shareholders within ten (10) days after the close of Association;
(2) Change of the Company’s registered capital;
(3) Merger, split-up, liquidation, dissolution or cessation of business of the Company, or conversion of the Company into a company limited by shares, or restructuring of the Company to adopt an overseas structure for the purpose of listing overseas;
(4) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiarieseach meeting. The Parties agree and acknowledge that if any All resolutions of the Company’s shareholdersShareholders’ meeting madeshall be signed by all voting Shareholders, or Articles and minutes of Association established, the Shareholders’ meeting shall be filed by the Parties after secretary and kept in the execution and entry into force hereof or any subsequent amendments thereto are inconsistent with Shareholders’ meeting minutes book of the provisions Target Company.
19.1.5 Resolutions of Article 3.1 or Article 3.2 abovethe Shareholders’ meeting may be adopted by written resolution by the Shareholders, provided that such inconsistency shall not, unless otherwise expressly specified, be deemed a change or modification resolution is sent to the provisions of Article 3.1 or Article 3.2 aboveeach Shareholder.
Appears in 1 contract
Sources: Shareholder Agreement (NIO Inc.)
Shareholders Meeting. 3.2.1 1.1.1 The register of shareholders and the capital contribution certificates shall constitute sufficient evidence of the status of the Company’s shareholders and their holding of equity interests in the Company, unless there is sufficient evidence to the contrary. In the event of any changes in the Company’s shareholders and ownership structure, the Company shall update, replace and cancel the register of shareholders and the capital contribution certificates in a timely fashion.
3.2.2 Shareholders’ meetings are classified into annual shareholders’ meetings and extraordinary shareholders’ meetings. Shareholders’ meetings shall be convened by the board of directors. Annual shareholders’ meetings shall be held once a year within three months after the end of the previous fiscal year. Subject to the provisions of Article 3.2.4 and Article 3.2.5, shareholders’ meetings shall be valid only if attended by shareholders representing more than half of the voting rights held by all shareholders.
3.2.3 Any shareholder entitled to attend and vote at a shareholders’ meeting shall have the right to appoint another person as his/her proxy to attend and vote at such meeting on his/her behalf. Any proxy representing a shareholder shall exercise shareholders’ rights within the scope authorized by such shareholder.
3.2.4 Shareholders highest authority of the Company shall exercise their voting rights at is the shareholders’ meetings in proportion to their respective ownership in the Company. Resolutions of shareholders’ meetings may be passed only if approved by shareholders representing more than half of the voting rights held by all shareholders. However, the following matters of the Company shall be approved by shareholders representing more than half of the voting rights held by all shareholders at a duly convened shareholders’ meeting, in which case at least the affirmative votes is composed of all investors should have been obtained (regardless of whether the investors attend the shareholders. The shareholders’ meeting or not):exercises the following authorities:
(1) Any modifications, changes or additions made by Determine the Company to investors’ rights, special rights or powers, including any amendments to, or re-signing or termination of, the Transaction Documents Company’s business policy and the exhibits theretoinvestment plan;
(2) In addition to Amend the Company’s existing Employee Equity Incentive PlansArticles of Association;
(3) Capital increase, reserving capital reduction, division, merger, suspension, dissolution, liquidation or creating new employee equity or option pools, or engaging in any other activities that may result in a dilution change of investors’ equity interests in corporate form of the Company;
(34) Determining, declaring or implementing dividend or bonus distribution or payout Review and approve the Company’s annual financial budget plans and final accounts plans;
(including by capitalization of reserves or otherwise), 5) Review and approve the Company’s profit distribution plans and loss recovery plans;
(4) Increase or decrease of the number of directors, or change or replacement of the composition of the board of directors; or deciding on matters concerning the remuneration of directors;
(5) Approval of the Company’s annual budgets;
(6) Change of the nature or scope of the Company’s principal business, expansion into non-principal business areas or participation in any industry that is completely different from the existing principal business plan, or termination of any core business;
(7) Providing any form Elect the directors and supervisors of borrowing, loan or guarantee for, or accepting any security for loan provided by, other companies, organizations and individuals (including but not limited the Company according to [*****]) other than the Company’s majority-owned or wholly owned Subsidiaries, except for borrowings provided to ensure the normal business operations nomination of [*****] within budget (in a total amount of no more than RMB 1 million each month); Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.shareholder;
(8) Deciding Make a resolution on the listing (including but not limited to Qualified Listing) guarantee provided by the Company for the shareholders or actual controllers of the Company, selection of listing sponsors, underwriters, places of listing, stock exchanges for listing, valuation for listing approval or other important terms and conditions;
(9) Approval Review and approve the report of the conduct board of any directors;
(10) Review and approve the reports of the foregoing activities supervisors;
(11) Issue corporate bonds, if any; and
(12) Other authorities stipulated in this Agreement and the Articles of Association. The “Company” mentioned in this clause 1.1.1 includes the Company and its Wholly-owned Subsidiary.
1.1.2 The resolution made by the Company’s Subsidiaries.
3.2.5 The following matters shareholders’ meeting of the Company shall can be approved by passed only with the consent of shareholders representing more than two-thirds (2/3) of the voting rights.
1.1.3 The shareholders’ meeting of the Company shall be held in the form of a meeting, which shall be attended by the legal representative or authorized representative of the shareholders, and the shareholders shall exercise corresponding voting rights held according to their shareholding proportion. If the shareholders unanimously agree in writing on the matters that need to be resolved by all shareholders at the shareholders’ meeting, they may make a duly convened resolution directly without holding a shareholders’ meeting, and all shareholders shall sign on the resolution document.
1.1.4 The shareholders’ meeting of the Company is divided into regular meeting and interim meeting, and all shareholders shall be notified 10 working days before the meeting. Regular meetings shall be held at least once a year. If the affirmative votes shareholders representing more than one tenth of all investors should have been obtained (regardless the voting rights, more than one third of whether the investors attend directors, or supervisors propose to hold an interim meeting, an interim meeting shall be held.
1.1.5 The shareholders’ meeting of the Company shall be convened by the board of directors and presided over by the chairman of the board; if the chairman of the board is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting. If the board of directors is unable or fails to perform the duty of calling the shareholders’ meeting, the supervisors shall call and preside over the meeting; if the supervisors fail to call and preside over the meeting, the shareholders representing more than one tenth of the voting rights may call and preside over the meeting or not):on their own.
1.1.6 The Company (as a shareholder of a subsidiary) exercises the following authorities:
(1) Amendment of Determine the Company’s business policies and investment plans;
(2) Amend the Company’s Articles of Association;
(23) Capital increase, capital reduction, division, merger, suspension, dissolution, liquidation or change of corporate form of the Company
(4) Review and approve the Company’s annual financial budget plans and final accounts plans;
(5) Review and approve the Company’s profit distribution plans and loss recovery plans;
(6) Change the nature or scope of the Company’s registered capitalbusiness;
(37) Merger, split-up, liquidation, dissolution or cessation of business of Appoint the Company, or conversion of the Company into a company limited by shares, or restructuring of the Company to adopt an overseas structure for the purpose of listing overseas’s directors and supervisors;
(4) Approval of the conduct of any of the foregoing activities by 8) Make Resolutions on the Company’s Subsidiaries. The Parties agree provision of guarantees for the Company’s shareholders or actual controllers;
(9) Review and acknowledge that if any resolutions approve the report of the Company’s shareholders’ meeting made, or board of directors;
(10) Review and approve the report of the Company’s supervisors; and
(11) Other authorities stipulated in this Agreement and the Articles of Association established, Association. The “Company” mentioned in Article 1.1.6 only refers to a Wholly-owned Subsidiary.
1.1.7 Any shareholder decision of a Wholly-owned Subsidiary of the Company shall be made by the Parties after Company based on the execution and entry into force hereof or any subsequent amendments thereto are inconsistent with resolution of the provisions of Article 3.1 or Article 3.2 above, such inconsistency shall not, unless otherwise expressly specified, be deemed a change or modification to the provisions of Article 3.1 or Article 3.2 aboveCompany’s shareholders meeting.
Appears in 1 contract
Shareholders Meeting. 3.2.1 9.2.1 The register of shareholders and the capital contribution certificates shall constitute sufficient evidence shareholders’ meeting of the status Target Company is composed of all shareholders. The shareholders’ meeting is the highest authority of the Companycompany and exercises the following functions and powers in accordance with the law:
(1) Election and replacement of directors and supervisors, and determination of remuneration matters related to directors and supervisors;
(2) review and approve the report of the Board of Directors;
(3) deliberate and approve the report of the supervisors;
(4) Review and approve the company’s shareholders profit distribution plan and their holding loss recovery plan;
(5) Make resolutions on the increase or decrease of equity interests the company’s registered capital;
(6) Resolution on the issuance of corporate bonds;
(7) Resolutions on the merger, division, dissolution, liquidation or change of the form of the company;
(8) amending the Articles of Association;
(9) Other functions and powers stipulated in the Companyarticles of association. If the shareholders unanimously agree in writing on the matters listed in the preceding paragraph, unless there is sufficient evidence they may make a decision directly without convening a shareholders’ meeting, and all shareholders shall sign or affix their seals to the contrarydecision document.
9.2.2 At the shareholders’ meeting, shareholders shall exercise their voting rights in accordance with the proportion of their capital contributions. In The resolution of the event shareholders’ meeting to amend the articles of any changes association of the company, as well as the resolution of the merger, division, dissolution or change of the form of the company, shall be passed by the shareholders representing more than two-thirds of the voting rights of all shareholders; The resolution of the shareholders’ meeting to increase or decrease the registered capital, or not to distribute profits, or to dispose of the company’s equity or other assets held by Zhonglian Corporation, or to lead to a change in the Company’s shareholders control of Zhonglian Corporation, or to dilute the equity of Zhonglian held by the Transferor, and ownership structure, other resolutions that adversely affect the Company shall update, replace and cancel the register of shareholders and the capital contribution certificates in a timely fashion.
3.2.2 Shareholders’ meetings are classified into annual shareholders’ meetings rights and extraordinary shareholders’ meetings. Shareholders’ meetings interests of the Transferor, shall be convened unanimously agreed by all shareholders. Resolutions on matters other than those mentioned in the preceding paragraph shall be passed by the board of directors. Annual shareholders’ meetings shall be held once a year within three months after the end of the previous fiscal year. Subject to the provisions of Article 3.2.4 and Article 3.2.5, shareholders’ meetings shall be valid only if attended by shareholders representing more than half of the voting rights held by all shareholdersrights.
3.2.3 Any shareholder entitled to attend and vote at a shareholders’ meeting shall have the right to appoint another person as his/her proxy to attend and vote at such meeting on his/her behalf. Any proxy representing a shareholder shall exercise shareholders’ rights within the scope authorized by such shareholder.
3.2.4 Shareholders of the Company shall exercise their voting rights at the shareholders’ meetings in proportion to their respective ownership in the Company. Resolutions of shareholders’ meetings may be passed only if approved by shareholders representing more than half of the voting rights held by all shareholders. However, the following matters of the Company shall be approved by shareholders representing more than half of the voting rights held by all shareholders at a duly convened shareholders’ meeting, in which case at least the affirmative votes of all investors should have been obtained (regardless of whether the investors attend the shareholders’ meeting or not):
(1) Any modifications, changes or additions made by the Company to investors’ rights, special rights or powers, including any amendments to, or re-signing or termination of, the Transaction Documents and the exhibits thereto;
(2) In addition to the Company’s existing Employee Equity Incentive Plans, reserving or creating new employee equity or option pools, or engaging in any other activities that may result in a dilution of investors’ equity interests in the Company;
(3) Determining, declaring or implementing dividend or bonus distribution or payout plans (including by capitalization of reserves or otherwise), profit distribution plans and loss recovery plans;
(4) Increase or decrease of the number of directors, or change or replacement of the composition of the board of directors; or deciding on matters concerning the remuneration of directors;
(5) Approval of the Company’s annual budgets;
(6) Change of the scope of the Company’s principal business, expansion into non-principal business areas or participation in any industry that is completely different from the existing principal business plan, or termination of any core business;
(7) Providing any form of borrowing, loan or guarantee for, or accepting any security for loan provided by, other companies, organizations and individuals (including but not limited to [*****]) other than the Company’s majority-owned or wholly owned Subsidiaries, except for borrowings provided to ensure the normal business operations of [*****] within budget (in a total amount of no more than RMB 1 million each month); Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.
(8) Deciding on the listing (including but not limited to Qualified Listing) of the Company, selection of listing sponsors, underwriters, places of listing, stock exchanges for listing, valuation for listing approval or other important terms and conditions;
(9) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiaries.
3.2.5 The following matters of the Company shall be approved by shareholders representing more than two-thirds (2/3) of the voting rights held by all shareholders at a duly convened shareholders’ meeting, and at least the affirmative votes of all investors should have been obtained (regardless of whether the investors attend the shareholders’ meeting or not):
(1) Amendment of the Company’s Articles of Association;
(2) Change of the Company’s registered capital;
(3) Merger, split-up, liquidation, dissolution or cessation of business of the Company, or conversion of the Company into a company limited by shares, or restructuring of the Company to adopt an overseas structure for the purpose of listing overseas;
(4) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiaries. The Parties agree and acknowledge that if any resolutions of the Company’s shareholders’ meeting made, or Articles of Association established, by the Parties after the execution and entry into force hereof or any subsequent amendments thereto are inconsistent with the provisions of Article 3.1 or Article 3.2 above, such inconsistency shall not, unless otherwise expressly specified, be deemed a change or modification to the provisions of Article 3.1 or Article 3.2 above.
Appears in 1 contract
Shareholders Meeting. 3.2.1 19.1.1 The register of shareholders and the capital contribution certificates shall constitute sufficient evidence Shareholders’ meeting of the status Target Company shall be attended by all Shareholders and shall be the highest authority of the Target Company’s shareholders and their holding of equity interests in the Company, unless there is sufficient evidence to the contrary. In the event of any changes in the Company’s shareholders and ownership structure, the Company shall update, replace and cancel the register of shareholders and the capital contribution certificates in a timely fashion.
3.2.2 19.1.2 Shareholders’ meetings are classified into annual shareholders’ composed of regular meetings and extraordinary shareholders’ meetings. The regular Shareholders’ meetings shall be convened at least once a year. An extraordinary Shareholders’ Meeting shall be convened if so proposed by the board Shareholders representing more than one-tenth (1/10) of the voting rights, or more than one-third (1/3) of the directors. Annual shareholders, or the Board of Supervisors.
19.1.3 The Shareholders’ meetings meeting shall be held once a year within three months after convened by the end Board of Directors and chaired by the previous fiscal year. Subject chairman; where the chairman is unable or fails to perform his/her duties, the provisions of Article 3.2.4 and Article 3.2.5, shareholdersShareholders’ meetings meeting shall be valid only if attended chaired by shareholders representing a director appointed by more than half of the voting rights held by all shareholders.
3.2.3 Any shareholder entitled Board of Directors. If the Board of Directors is unable or fails to attend and vote at a shareholdersconvene the Shareholders’ meeting, the meeting shall have be convened and presided over by the right Board of Supervisors. If the Board of Supervisors fails to appoint another person as his/her proxy to attend convene and vote at such meeting on his/her behalf. Any proxy representing a shareholder shall exercise shareholderspreside over the Shareholders’ rights within meeting, the scope authorized by such shareholder.
3.2.4 Shareholders of the Company shall exercise their voting rights at the shareholders’ meetings in proportion to their respective ownership in the Company. Resolutions of shareholders’ meetings may be passed only if approved by shareholders representing more than half of the voting rights held by all shareholders. However, the following matters of the Company shall be approved by shareholders representing more than half of the voting rights held by all shareholders at a duly convened shareholders’ meeting, in which case at least the affirmative votes of all investors should have been obtained one-tenth (regardless of whether the investors attend the shareholders’ meeting or not):
(1) Any modifications, changes or additions made by the Company to investors’ rights, special rights or powers, including any amendments to, or re-signing or termination of, the Transaction Documents and the exhibits thereto;
(2) In addition to the Company’s existing Employee Equity Incentive Plans, reserving or creating new employee equity or option pools, or engaging in any other activities that may result in a dilution of investors’ equity interests in the Company;
(3) Determining, declaring or implementing dividend or bonus distribution or payout plans (including by capitalization of reserves or otherwise), profit distribution plans and loss recovery plans;
(4) Increase or decrease of the number of directors, or change or replacement of the composition of the board of directors; or deciding on matters concerning the remuneration of directors;
(5) Approval of the Company’s annual budgets;
(6) Change of the scope of the Company’s principal business, expansion into non-principal business areas or participation in any industry that is completely different from the existing principal business plan, or termination of any core business;
(7) Providing any form of borrowing, loan or guarantee for, or accepting any security for loan provided by, other companies, organizations and individuals (including but not limited to [*****]) other than the Company’s majority-owned or wholly owned Subsidiaries, except for borrowings provided to ensure the normal business operations of [*****] within budget (in a total amount of no more than RMB 1 million each month); Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.
(8) Deciding on the listing (including but not limited to Qualified Listing) of the Company, selection of listing sponsors, underwriters, places of listing, stock exchanges for listing, valuation for listing approval or other important terms and conditions;
(9) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiaries.
3.2.5 The following matters of the Company shall be approved by shareholders representing more than two-thirds (2/31/10) of the voting rights held by may convene and preside over such meeting. A notice of the Shareholders’ meeting shall be given to all shareholders Shareholders at a duly convened shareholders’ least fifteen (15) days before the convening of such meeting, unless all Shareholders agree to waive such noticing period.
19.1.4 The Shareholders’ meeting shall maintain complete and at least the affirmative votes correct minutes of its meetings including copies of all investors should have been obtained (regardless meeting notices. The minutes of whether the investors attend the shareholdersShareholders’ meeting or not):
(1) Amendment and the resolutions adopted by the Shareholders’ meeting shall be recorded by a secretary for a meeting designated by the Shareholders’ meeting and shall be circulated among all of the Company’s Articles shareholders within ten (10) days after the close of Association;
(2) Change of the Company’s registered capital;
(3) Merger, split-up, liquidation, dissolution or cessation of business of the Company, or conversion of the Company into a company limited by shares, or restructuring of the Company to adopt an overseas structure for the purpose of listing overseas;
(4) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiarieseach meeting. The Parties agree and acknowledge that if any All resolutions of the Company’s shareholdersShareholders’ meeting madeshall be signed by all voting Shareholders, or Articles and minutes of Association established, the Shareholders’ meeting shall be filed by the Parties after secretary and kept in the execution and entry into force hereof or any subsequent amendments thereto are inconsistent with Shareholders’ meeting minutes book of the provisions Target Company.
19.1.5 Resolutions of Article 3.1 or Article 3.2 abovethe Shareholders’ meeting may be adopted by written resolution by the Shareholders, provided that such inconsistency shall not, unless otherwise expressly specified, be deemed a change or modification resolution is sent to the provisions of Article 3.1 or Article 3.2 aboveeach Shareholder.
Appears in 1 contract
Sources: Shareholder Agreement (NIO Inc.)
Shareholders Meeting. 3.2.1 4.1.1 The register of shareholders and shareholders’ meeting is the capital contribution certificates shall constitute sufficient evidence of the status of the Companycompany’s shareholders and highest authority, deciding on all major matters. Shareholders exercise their holding of equity interests in the Company, unless there is sufficient evidence to the contrary. In the event of any changes in the Company’s shareholders and ownership structure, the Company shall update, replace and cancel the register of shareholders and the capital contribution certificates in a timely fashion.
3.2.2 Shareholders’ meetings are classified into annual voting rights at shareholders’ meetings in proportion to their shareholdings. However, prior to the completion of the first step of the transaction under the investment agreement and extraordinary prior to the completion of the second step, the parties agree that the voting rights of the investor’s shares will be 60%, and the voting rights of existing shareholders will be 40%. Except for matters stipulated in Article 4.3.1, which require approval according to the procedures specified in Article 4.3.1, other matters requiring shareholder approval must be approved by a majority vote of shareholders representing at least half of the voting rights at a duly convened shareholders’ meetingsmeeting.
4.1.2 The shareholders’ meeting shall be held at least once a year. ShareholdersAn extraordinary meeting shall be convened upon the written proposal of shareholders representing more than one-tenth (1/10) of the voting rights, or more than one-third (1/3) of the directors and supervisors. Unless waived in writing by unanimous consent of all shareholders, a shareholders’ meetings meeting shall be convened by giving all shareholders ten (10) days’ prior written notice, which shall include the board agenda of directors. Annual the meeting (including the date, time, place and the topics to be discussed at the meeting) and related documents.
4.1.3 A shareholders’ meetings shall meeting can only be held once a year within three months after the end of the previous fiscal year. Subject to the provisions of Article 3.2.4 and Article 3.2.5, shareholders’ meetings shall be valid only if attended by shareholders representing more than half of the voting rights held are present, including investors who attend in person, by all shareholdersproxy, or by means of communication (“quorum”).
3.2.3 Any shareholder entitled 4.1.4 The shareholders’ meeting shall be convened by the board of directors and chaired by the chairman; if the chairman is unable to perform his or her duties, a director shall be jointly nominated by more than half of the directors to chair the meeting; if the board of directors is unable to perform its duties or fails to perform its duty to convene the shareholders’ meeting, the supervisor shall convene and chair the meeting; if the supervisor fails to convene and chair the meeting, shareholders representing more than one-tenth (1/10) of the voting rights may convene and chair the meeting themselves.
4.1.5 Shareholders may attend meetings in person, by proxy, or by correspondence.
4.1.6 Subject to the other provisions of this Agreement and vote at the relevant provisions of the Company Law of the People’s Republic of China (the “Company Law”), a written resolution approved by the joint signatures of shareholders constituting a quorum for a shareholders’ meeting without the need for a shareholders’ meeting shall have the right to appoint another person same effect as his/her proxy to attend and a resolution passed by vote at such meeting on his/her behalf. Any proxy representing a shareholder shall exercise shareholders’ rights within the scope authorized by such shareholder.
3.2.4 Shareholders of the Company shall exercise their voting rights at the shareholders’ meetings in proportion to their respective ownership in the Company. Resolutions of shareholders’ meetings may be passed only if approved by shareholders representing more than half of the voting rights legally convened and held by all shareholders. However, the following matters of the Company shall be approved by shareholders representing more than half of the voting rights held by all shareholders at a duly convened shareholders’ meeting, in which case at least the affirmative votes of all investors should have been obtained (regardless of whether the investors attend the shareholders’ meeting or not):
(1) Any modifications, changes or additions made by the Company to investors’ rights, special rights or powers, including any amendments to, or re-signing or termination of, the Transaction Documents and the exhibits thereto;
(2) In addition to the Company’s existing Employee Equity Incentive Plans, reserving or creating new employee equity or option pools, or engaging in any other activities that may result in a dilution of investors’ equity interests in the Company;
(3) Determining, declaring or implementing dividend or bonus distribution or payout plans (including by capitalization of reserves or otherwise), profit distribution plans and loss recovery plans;
(4) Increase or decrease of the number of directors, or change or replacement of the composition of the board of directors; or deciding on matters concerning the remuneration of directors;
(5) Approval of the Company’s annual budgets;
(6) Change of the scope of the Company’s principal business, expansion into non-principal business areas or participation in any industry that is completely different from the existing principal business plan, or termination of any core business;
(7) Providing any form of borrowing, loan or guarantee for, or accepting any security for loan provided by, other companies, organizations and individuals (including but not limited to [*****]) other than the Company’s majority-owned or wholly owned Subsidiaries, except for borrowings provided to ensure the normal business operations of [*****] within budget (in a total amount of no more than RMB 1 million each month); Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.
(8) Deciding on the listing (including but not limited to Qualified Listing) of the Company, selection of listing sponsors, underwriters, places of listing, stock exchanges for listing, valuation for listing approval or other important terms and conditions;
(9) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiaries.
3.2.5 The following matters of the Company shall be approved by shareholders representing more than two-thirds (2/3) of the voting rights held by all shareholders at a duly convened shareholders’ meeting, and at least the affirmative votes of all investors should have been obtained (regardless of whether the investors attend the shareholders’ meeting or not):
(1) Amendment of the Company’s Articles of Association;
(2) Change of the Company’s registered capital;
(3) Merger, split-up, liquidation, dissolution or cessation of business of the Company, or conversion of the Company into a company limited by shares, or restructuring of the Company to adopt an overseas structure for the purpose of listing overseas;
(4) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiaries. The Parties agree and acknowledge that if any resolutions of the Company’s shareholders’ meeting made, or Articles of Association established, by the Parties after the execution and entry into force hereof or any subsequent amendments thereto are inconsistent with the provisions of Article 3.1 or Article 3.2 above, such inconsistency shall not, unless otherwise expressly specified, be deemed a change or modification to the provisions of Article 3.1 or Article 3.2 above.
Appears in 1 contract
Sources: Shareholder Agreement (FiEE, Inc.)
Shareholders Meeting. 3.2.1 The register Stock Purchase Agreement requires the Company to call and hold, as soon as practicable, the Shareholders Meeting for the purpose of shareholders voting on the approval of the sale of the Second Funding Shares and the capital contribution certificates shall constitute sufficient evidence adoption and approval of the status Stock Purchase Agreement and the Articles of Amendment to the Company's Amended and Restated Articles of Amendment described in further detail below. The Company has agreed that the proxy materials for the Shareholders Meeting will contain the recommendation of the Board of Directors that the shareholders approve the sale of the Second Funding Shares and will state that the Board recommends the Offer. Amendment to Articles of Incorporation. The Company's Board of Directors has approved an amendment to the Amended and Restated Articles of Incorporation of the Company’s shareholders and their holding , pursuant to which the number of equity interests in the Company, unless there is sufficient evidence to the contrary. In the event authorized shares of any changes in the Company’s shareholders and ownership structure, the Company shall update, replace and cancel the register of shareholders and the capital contribution certificates in a timely fashion.
3.2.2 Shareholders’ meetings are classified into annual shareholders’ meetings and extraordinary shareholders’ meetings. Shareholders’ meetings shall be convened by the board of directors. Annual shareholders’ meetings shall be held once a year within three months after the end of the previous fiscal year. Subject to the provisions of Article 3.2.4 and Article 3.2.5, shareholders’ meetings shall be valid only if attended by shareholders representing more than half of the voting rights held by all shareholders.
3.2.3 Any shareholder entitled to attend and vote at a shareholders’ meeting shall have the right to appoint another person as his/her proxy to attend and vote at such meeting on his/her behalf. Any proxy representing a shareholder shall exercise shareholders’ rights within the scope authorized by such shareholder.
3.2.4 Shareholders of the Company shall exercise their voting rights at the shareholders’ meetings in proportion to their respective ownership in the Company. Resolutions of shareholders’ meetings may be passed only if approved by shareholders representing more than half of the voting rights held by all shareholders. However, the following matters stock of the Company shall be increased from twenty-five million (25,000,000) to forty million (40,000,000) as embodied in the Articles of Amendment attached as an exhibit to the Stock Purchase Agreement (the "Articles of Amendment"). The Company's Board of Directors has resolved to recommend the approval of the Articles of Amendment by the shareholders and has directed that such Articles of Amendment be submitted to the shareholders for their approval at the Shareholders Meeting. At the Second Closing, the Company shall file the Articles of Amendment with the Secretary of State of the State of Texas if such Articles of Amendment have been approved by the shareholders representing more than half at the Shareholders Meeting, in accordance with the Company's governing instruments and applicable law. Representations and Warranties. The Stock Purchase Agreement contains various customary representations and warranties of the voting rights held parties, including representations by all shareholders at a duly convened shareholders’ meetingthe Company as to the Company's organization and qualification, in which case at least capital structure, authority to enter into the affirmative votes of all investors should have been obtained (regardless of whether Stock Purchase Agreement and to consummate the investors attend the shareholders’ meeting or not):
(1) Any modificationstransactions contemplated thereby, changes or additions required consents and approvals, filings made by the Company to investors’ rightswith the Commission (including financial statements included in the documents filed by the Company with the Commission), special rights or powersabsence of material adverse changes, including any amendments toabsence of litigation, or re-signing or termination ofemployee benefit plans, the Transaction Documents environmental laws and regulations, intellectual property, tax matters and the exhibits thereto;
(2) In addition inapplicability of certain state takeover statutes. The Purchaser has also made customary representations and warranties to the Company’s existing Employee Equity Incentive Plans, reserving or creating new employee equity or option poolsincluding, or engaging in any other activities that may result in a dilution but not limited to, representations and warranties as to organization, authority to enter into the Stock Purchase Agreement and to consummate the transactions contemplated thereby, required consents and approvals and financing. Conduct of investors’ equity interests in the Company;
(3) Determining, declaring or implementing dividend or bonus distribution or payout plans (including by capitalization of reserves or otherwise), profit distribution plans and loss recovery plans;
(4) Increase or decrease of the number of directors, or change or replacement of the composition of the board of directors; or deciding on matters concerning the remuneration of directors;
(5) Approval Business of the Company’s annual budgets;
(6) Change of . The Stock Purchase Agreement provides that until the scope of Second Closing, the Company’s principal business, expansion into non-principal business areas or participation in any industry that is completely different from the existing principal business plan, or termination of any core business;
(7) Providing any form of borrowing, loan or guarantee for, or accepting any security for loan provided by, other companies, organizations and individuals (including but not limited to [*****]) other than the Company’s majority-owned or wholly owned Subsidiaries, except for borrowings provided to ensure the normal business operations of [*****] within budget (in a total amount of no more than RMB 1 million each month); Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.
(8) Deciding on the listing (including but not limited to Qualified Listing) of the Company, selection of listing sponsors, underwriters, places of listing, stock exchanges for listing, valuation for listing approval or other important terms and conditions;
(9) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiaries.
3.2.5 The following matters of the Company shall and each of its subsidiaries will be approved by shareholders representing more than two-thirds (2/3) conducted in the ordinary and usual course of business. Accordingly, without the voting rights held by all shareholders at a duly convened shareholders’ meetingPurchaser's approval, and at least the affirmative votes of all investors should have been obtained (regardless of whether the investors attend the shareholders’ meeting or not):
(1) Amendment of the Company’s Articles of Association;
(2) Change of the Company’s registered capital;
(3) Merger, split-up, liquidation, dissolution or cessation of business of the Company, or conversion of neither the Company into a company limited by shares, or restructuring of the Company to adopt an overseas structure for the purpose of listing overseas;
(4) Approval of the conduct of nor any of the foregoing activities by the Company’s Subsidiaries. The Parties agree and acknowledge that if any resolutions of the Company’s shareholders’ meeting madeits 24 25 subsidiaries may, or Articles of Association established, by the Parties after the execution and entry into force hereof or any subsequent amendments thereto are inconsistent with the provisions of Article 3.1 or Article 3.2 above, such inconsistency shall not, unless otherwise expressly specified, be deemed a change or modification prior to the provisions Second Closing, engage or agree to engage in an enumerated list of Article 3.1 or Article 3.2 above.actions generally characterized as being outside the ordinary and usual course of business. Such actions requiring the Purchaser's approval include, among other things (but subject to certain exceptions stated in the Stock Purchase Agreement):
Appears in 1 contract
Sources: Stock Purchase Agreement (Mvii LLC)
Shareholders Meeting. 3.2.1 Article 11: The register Company's shareholders' meeting shall be of shareholders and the capital contribution certificates shall constitute sufficient evidence of the status of the Company’s shareholders and their holding of equity interests in the Companytwo types, unless there is sufficient evidence to the contrary. In the event of any changes in the Company’s shareholders and ownership structure, the Company shall update, replace and cancel the register of shareholders and the capital contribution certificates in a timely fashion.
3.2.2 Shareholders’ meetings are classified into annual ordinary shareholders’ meetings ' meeting and extraordinary shareholders’ meetings' meeting. Shareholders’ meetings Ordinary shareholders' meeting shall be convened by the board of directors. Annual shareholders’ meetings shall be held once a year within three months after the end of the previous fiscal year. Subject to the provisions of Article 3.2.4 and Article 3.2.5, Extraordinary shareholders’ meetings ' meeting shall be valid only if attended convened when necessary in accordance with the relevant laws and regulations.
Article 12: When the shareholders meeting was convened by shareholders representing more than half the Board of Directors, the shareholders' meeting shall be presided by the Chairman of the voting rights held by all shareholders.
3.2.3 Any shareholder entitled Board of Directors. If the Chairman is absent, the Chairman may designate one of the directors to attend and vote at a shareholders’ meeting shall have the right to appoint another person as his/her proxy to attend and vote at such meeting act on his/her behalf. Any proxy representing Where the Chairman does not designate a proxy, the directors may elect a person among themselves to act as the chairman of the meeting. When the shareholders meeting was convened by other persons who has the convening right, the shareholders' meeting shall be presided by the convener. When there are two or more conveners, the conveners shall elect among themselves to act as the chairman of the meeting.
Article 13: When a shareholder shall exercise for any reasons cannot attend the shareholders’ rights within ' meeting in person, he/she/it may attend the meeting by proxy by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy and signed and sealed by such shareholder.
3.2.4 Shareholders Article 14: Except in the circumstances set forth in Article 179 of the Company Act where there is no voting right for a share, each shareholder of the Company shall exercise their voting rights at the shareholders’ meetings in proportion to their respective ownership have one vote for each share held.
Article 15: Unless otherwise specified in the Company. Resolutions Company Act, resolutions at a shareholders' meeting shall be adopted by a majority vote of shareholders’ meetings may be passed only if approved by the shareholders representing present in person or through proxy, who represent more than one-half of the total number of voting rights held by all shareholders. However, shares.
Article 16: If the following matters shareholder of the Company is composed of a sole institutional shareholder, functions of the Company's shareholders' meetings shall be approved by shareholders representing more than half of the voting rights held by all shareholders at a duly convened shareholders’ meeting, in which case at least the affirmative votes of all investors should have been obtained (regardless of whether the investors attend the shareholders’ meeting or not):
(1) Any modifications, changes or additions made carried out by the Company to investors’ rights, special rights or powers, including any amendments to, or re-signing or termination of, the Transaction Documents and the exhibits thereto;
(2) In addition to the Company’s existing Employee Equity Incentive Plans, reserving or creating new employee equity or option pools, or engaging in any other activities that may result in a dilution of investors’ equity interests in the Company;
(3) Determining, declaring or implementing dividend or bonus distribution or payout plans (including by capitalization of reserves or otherwise), profit distribution plans and loss recovery plans;
(4) Increase or decrease of the number of directors, or change or replacement of the composition of the 's board of directors; or deciding on matters concerning the remuneration of directors;
(5) Approval of the Company’s annual budgets;
(6) Change of the scope of the Company’s principal business. In that case, expansion into non-principal business areas or participation all provision in any industry that is completely different from the existing principal business plan, or termination of any core business;
(7) Providing any form of borrowing, loan or guarantee for, or accepting any security for loan provided by, other companies, organizations and individuals (including but connection with shareholders' meetings herein shall not limited to [*****]) other than the Company’s majority-owned or wholly owned Subsidiaries, except for borrowings provided to ensure the normal business operations of [*****] within budget (in a total amount of no more than RMB 1 million each month); Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.
(8) Deciding on the listing (including but not limited to Qualified Listing) of the Company, selection of listing sponsors, underwriters, places of listing, stock exchanges for listing, valuation for listing approval or other important terms and conditions;
(9) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiariesapply.
3.2.5 The following matters of the Company shall be approved by shareholders representing more than two-thirds (2/3) of the voting rights held by all shareholders at a duly convened shareholders’ meeting, and at least the affirmative votes of all investors should have been obtained (regardless of whether the investors attend the shareholders’ meeting or not):
(1) Amendment of the Company’s Articles of Association;
(2) Change of the Company’s registered capital;
(3) Merger, split-up, liquidation, dissolution or cessation of business of the Company, or conversion of the Company into a company limited by shares, or restructuring of the Company to adopt an overseas structure for the purpose of listing overseas;
(4) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiaries. The Parties agree and acknowledge that if any resolutions of the Company’s shareholders’ meeting made, or Articles of Association established, by the Parties after the execution and entry into force hereof or any subsequent amendments thereto are inconsistent with the provisions of Article 3.1 or Article 3.2 above, such inconsistency shall not, unless otherwise expressly specified, be deemed a change or modification to the provisions of Article 3.1 or Article 3.2 above.
Appears in 1 contract
Shareholders Meeting. 3.2.1 19.1.1 The register of shareholders and the capital contribution certificates shall constitute sufficient evidence Shareholders’ meeting of the status Target Company shall be attended by all Shareholders and shall be the highest authority of the Target Company’s shareholders and their holding of equity interests in the Company, unless there is sufficient evidence to the contrary. In the event of any changes in the Company’s shareholders and ownership structure, the Company shall update, replace and cancel the register of shareholders and the capital contribution certificates in a timely fashion.
3.2.2 19.1.2 Shareholders’ meetings are classified into annual shareholders’ composed of regular meetings and extraordinary shareholders’ meetings. The regular Shareholders’ meetings shall be convened at least once a year. An extraordinary Shareholders’ Meeting shall be convened if so proposed by the board Shareholders representing more than one-tenth (1/10) of the voting rights, or more than one-third (1/3) of the directors. Annual shareholders, or the supervisors.
19.1.3 The Shareholders’ meetings meeting shall be held once a year within three months after convened by the end Board of Directors and chaired by the previous fiscal year. Subject chairman; where the chairman is unable or fails to perform his/her duties, the provisions of Article 3.2.4 and Article 3.2.5, shareholdersShareholders’ meetings meeting shall be valid only if attended chaired by shareholders representing a director appointed by more than half of the voting rights held by all shareholders.
3.2.3 Any shareholder entitled Board of Directors. If the Board of Directors is unable or fails to attend and vote at a shareholdersconvene the Shareholders’ meeting, the meeting shall have be convened and presided over by the right supervisors. If the supervisors fail to appoint another person as his/her proxy to attend convene and vote at such meeting on his/her behalf. Any proxy representing a shareholder shall exercise shareholderspreside over the Shareholders’ rights within meeting, the scope authorized by such shareholder.
3.2.4 Shareholders of the Company shall exercise their voting rights at the shareholders’ meetings in proportion to their respective ownership in the Company. Resolutions of shareholders’ meetings may be passed only if approved by shareholders representing more than half of the voting rights held by all shareholders. However, the following matters of the Company shall be approved by shareholders representing more than half of the voting rights held by all shareholders at a duly convened shareholders’ meeting, in which case at least the affirmative votes of all investors should have been obtained one-tenth (regardless of whether the investors attend the shareholders’ meeting or not):
(1) Any modifications, changes or additions made by the Company to investors’ rights, special rights or powers, including any amendments to, or re-signing or termination of, the Transaction Documents and the exhibits thereto;
(2) In addition to the Company’s existing Employee Equity Incentive Plans, reserving or creating new employee equity or option pools, or engaging in any other activities that may result in a dilution of investors’ equity interests in the Company;
(3) Determining, declaring or implementing dividend or bonus distribution or payout plans (including by capitalization of reserves or otherwise), profit distribution plans and loss recovery plans;
(4) Increase or decrease of the number of directors, or change or replacement of the composition of the board of directors; or deciding on matters concerning the remuneration of directors;
(5) Approval of the Company’s annual budgets;
(6) Change of the scope of the Company’s principal business, expansion into non-principal business areas or participation in any industry that is completely different from the existing principal business plan, or termination of any core business;
(7) Providing any form of borrowing, loan or guarantee for, or accepting any security for loan provided by, other companies, organizations and individuals (including but not limited to [*****]) other than the Company’s majority-owned or wholly owned Subsidiaries, except for borrowings provided to ensure the normal business operations of [*****] within budget (in a total amount of no more than RMB 1 million each month); Shareholder Agreement of Zhibao Technology (Shanghai) Co., Ltd.
(8) Deciding on the listing (including but not limited to Qualified Listing) of the Company, selection of listing sponsors, underwriters, places of listing, stock exchanges for listing, valuation for listing approval or other important terms and conditions;
(9) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiaries.
3.2.5 The following matters of the Company shall be approved by shareholders representing more than two-thirds (2/31/10) of the voting rights held by may convene and preside over such meeting. A notice of the Shareholders’ meeting shall be given to all shareholders Shareholders at a duly convened shareholders’ least fifteen (15) days before the convening of such meeting, unless all Shareholders agree to waive such noticing period.
19.1.4 The Shareholders’ meeting shall maintain complete and at least the affirmative votes correct minutes of its meetings including copies of all investors should have been obtained (regardless meeting notices. The minutes of whether the investors attend the shareholdersShareholders’ meeting or not):
(1) Amendment and the resolutions adopted by the Shareholders’ meeting shall be recorded by a secretary for a meeting designated by the Shareholders’ meeting and shall be circulated among all of the Company’s Articles shareholders within ten (10) days after the close of Association;
(2) Change of the Company’s registered capital;
(3) Merger, split-up, liquidation, dissolution or cessation of business of the Company, or conversion of the Company into a company limited by shares, or restructuring of the Company to adopt an overseas structure for the purpose of listing overseas;
(4) Approval of the conduct of any of the foregoing activities by the Company’s Subsidiarieseach meeting. The Parties agree and acknowledge that if any All resolutions of the Company’s shareholdersShareholders’ meeting madeshall be signed by all voting Shareholders, or Articles and minutes of Association established, the Shareholders’ meeting shall be filed by the Parties after secretary and kept in the execution and entry into force hereof or any subsequent amendments thereto are inconsistent with Shareholders’ meeting minutes book of the provisions Target Company.
19.1.5 Resolutions of Article 3.1 or Article 3.2 abovethe Shareholders’ meeting may be adopted by written resolution by the Shareholders, provided that such inconsistency shall not, unless otherwise expressly specified, be deemed a change or modification resolution is sent to the provisions of Article 3.1 or Article 3.2 aboveeach Shareholder.
Appears in 1 contract
Sources: Shareholder Agreement (NIO Inc.)