Common use of General Meeting Clause in Contracts

General Meeting. 10.1 Competence of the General Meeting The General Meeting shall be the highest management body of the Company. The General Meeting shall have the authority to take action on the following matters: (1) amendments to the Charter and approval of an amended or restated Charter; (2) reorganisation of the Company; (3) liquidation of the Company, appointment of the liquidators, and approval of the intermediate and the final liquidation balance sheet; (4) determination of the number of the members of the Board, their election and early termination of their authority, as well as determination of the amount of compensation and benefits to be paid to them; (5) determination of the number, nominal value, category (type) of declared shares and the rights attached to these shares; (6) increase in the charter capital through the increase of the nominal value of shares or through the issue of additional shares; (7) reduction in the charter capital through the reduction of the nominal value of shares, or the acquisition by the Company of part of the shares to reduce their total number, or through the redemption of the shares acquired or repurchased by the Company and not sold within the term provided by the Law; (8) election of the Auditor and early termination of his authority, and determination of the amount of compensation and benefits to be paid to the Auditor; (9) approval of the external auditor; (10) approval of the annual reports, annual accounting reports including profit-and-loss statements (profit-and-loss accounts) of the Company, and allocation of the Company’s profits including the payment (declaring) of dividends and losses as a result of a financial year; (11) establishment of procedures for holding General Meetings; (12) approval of split and consolidation of shares; (13) adopting resolutions on approving any interested-party transactions as specified in Article 14.3; (14) adopting resolutions on approving major transactions as specified in Article 14.2; (15) acquisition of issued shares by the Company in the instances provided by the Law; (16) approval of the internal documents of the Company which regulate the activities of the bodies of the Company; (17) adopting resolutions on participation in holding companies, financial and industrial groups, associations and other unions of commercial organizations; (18) any other matters, as provided by effective legislation of the Russian Federation.

General Meeting. 10.1 Competence of the General Meeting The General Meeting shall be is the highest management body authority of the Target Company and exercises the following powers and functions: (1) To decide on the operational policy and investment plans of the Target Company; (2) To elect and replace the directors and supervisors not held by the employee representatives, and to decide on the remuneration of the directors and supervisors; (3) To deliberate and approve the reports of the board of directors; (4) To deliberate and approve the reports of supervisors; (5) To deliberate and approve the annual financial budget plan, final account plan, and any substantial changes in the business plan or annual budget of the Target Company; (6) To deliberate and approve the profit distribution plan and loss recovery plan of the Target Company; (7) To adopt resolutions on the increase or decrease of the registered capital of the Target Company; (8) To adopt resolutions on the issuance of bonds of the Target Company; (9) To adopt resolutions on the suspension, merger, division, dissolution, liquidation, reorganization, merger and acquisition (including the sale of equity and significant assets), change of control or change of the form of the Target Company; (10) To modify the Articles of Association or any constitutional documents of the Target Company, increase or decrease the registered capital of the Target Company, change the organizational form or main business of the Target Company; (11) To examine and approve the equity incentive plan of the Target Company. (12) To adopt resolutions on the introduction of new shareholders. (13) To establish VIE structure and the protocol control relationship with other target companies; (14) The Target Company changes the equity structure, grants additional options, convertible debt and other equity securities or similar rights to dilute, reduce or adversely affect the effective shareholding or rights of Investors; (15) The expansion or reduction of the board of directors; (16) To distribute dividends, formulate, approve, or implement the setting or exercise of liquidation preference; (17) To conduct significant changes to the existing business policies of the Target Company, including but not limited to entering into new business areas and withdrawing from existing business areas; (18) To amend or change, or limit any rights, preferences, privileges or authorizations of the Investors; (19) To approve, create or issue new shares of any class; or any reclassification of the issued shares into rights (including in respect of liquidation, conversion, dividends, voting rights, repurchases or the like) as having priority or equivalent to the Investors; (20) To increase, decrease, cancel the authorized or issued shares/registered capital of the Target Company, or issue, allot, purchase or redeem any shares or convertible securities or exercise any share options, options, or grant or issue any options or warrants that may result in the future issuance of new shares or the dilution or reduction of the Investors’ effective equity interest in the Target Company; (21) To change the business scope of the Target Company or engage in new business beyond the existing business scope; (22) To terminate the business of the Target Company or undertake any merger, reorganization or liquidation of the Target Company and/or any of its subsidiaries or appoint a receiver, liquidator, legal manager or similar person for the Target Company; (23) To declare and pay dividends or distribute profits among shareholders through capitalization of provident fund or other forms. The General Meeting shall have adopt resolutions in the authority to take action on form of shareholders’ voting, and exercise the following matters: (1) amendments to the Charter functions and approval of an amended or restated Charter; (2) reorganisation powers of the Company; (3) liquidation General Meeting in Article 6.3 above. The resolution of the Company, appointment of General Meeting shall be exercised by the liquidators, and approval of shareholders in accordance with the intermediate and the final liquidation balance sheet; (4) determination of the number of the members of the Board, their election and early termination proportion of their authoritycapital contributions. Among them, as well as determination of the amount of compensation and benefits to be paid to them; Items (5) determination to (23) and the replacement of the number, nominal value, category (type) of declared shares and the rights attached to these shares; (6) increase in the charter capital through the increase of the nominal value of shares or through the issue of additional shares; (7) reduction in the charter capital through the reduction of the nominal value of shares, or the acquisition director appointed by the Company of part of the shares to reduce their total number, or through the redemption of the shares acquired or repurchased Investors shall be approved by the Company and not sold within the term provided by the Law; (8) election of the Auditor and early termination of his authority, and determination of the amount of compensation and benefits to be paid to the Auditor; (9) approval of the external auditor; (10) approval of the annual reports, annual accounting reports including profitshareholders with more than two-and-loss statements (profit-and-loss accounts) of the Company, and allocation thirds voting rights of the Company’s profits including the payment (declaring) of dividends representatives, and losses as a result of a financial year; (11) establishment of procedures for holding General Meetings; (12) approval of split and consolidation of shares; (13) adopting resolutions on approving any interested-party transactions as specified in Article 14.3; (14) adopting resolutions on approving major transactions as specified in Article 14.2; (15) acquisition of issued shares by the Company in the instances provided by the Law; (16) approval it can take effect only after more than half of the internal documents votes of JiuZhou JY Investment Limited, Shenzhen Capital Group Co., Ltd., BJGSDX Ltd., Xxxxxx Xxxxxxxx Junuo Investment Management Partnership (Limited Partnership), Hunan Tianhuan Economic Development Co., Ltd., Wuhu Jinghu Zhenye Investment Fund Co., Ltd., Wuhu Venture Capital Fund Co., Ltd.; Items (1) to (4) shall only take effect after being approved by shareholders representing more than half of the Company which regulate the activities of the bodies of the Company; (17) adopting resolutions on participation in holding companies, financial and industrial groups, associations and other unions of commercial organizations; (18) any other matters, as provided by effective legislation of the Russian Federationvoting rights.