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Procedures of Shareholders' Meeting
 

AVerMedia TECHNOLOGIES, Inc.

Rules and Procedures of Shareholders’ Meeting

  1. Shareholder’s Meeting of the Company (the Meeting) shall be conducted in accordance with these Rules and Procedures.
  2. Shareholders (or Proxies) attending the Meeting shall submit the attendance card for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders.
  3. The attendance and the voting shall be calculated on the basis of shares.
  4. The Meeting shall be held at headquarter of the Company or at any other appropriate place that is convenient for the shareholders to attend. The Meeting time shall not be earlier than 9:00a.m.or later than 3:00p.m.
  5. The Chairman of the Board of Directors, except that there is other regulation in the Company Law, shall be the chairman presiding at the Meeting. If, for any reason, the Chairman of the Board of Directors cannot preside at the Meeting, the Vice Chairman of the Board of Directors shall preside the Meeting. If there is no Vice President or Vice President also for any reason cannot preside the Meeting. The Chairman of the Board of Directors shall appoint a person as proxy. If the Chairman doesn ’ t appoint any proxy, the Board of Directors shall elect one person from themselves.
  6. The Company may appoint designated counsel, CPA or other related persons to attend the Meeting.
  7. Company shall tape or record the whole process of the Meeting, and preserve at least for one year.
  8. When the number of shares represented by the shareholders (or proxies) present at the Meeting has constituted the quorum, chairman shall call the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and the Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders (or proxies) present at the Meeting represent more than one-third of the total outstanding shares, tentative resolution shall be made by the one-half of the present shareholders. The aforesaid tentative resolution is made, if the number of outstanding shares by the shareholder represent becoming into sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Law.
  9. The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda. The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting. Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved. The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.
  10. Except for the listed discussion items, shareholders (or proxies) submit other discussion items to the amendment, substitute, or special motions for a discussion item; other shareholder (or proxies) shall formally support a proposal; the change of the agenda or dismissal of the motion shall follow the same procedure.
  11. When an attending shareholder (or proxy) wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder ’ s number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman. If any attending shareholder submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. Supposing the content of the Speech Note of a shareholder is inconsistent with the contents of the Speech Note, the content of actual speech shall prevail. Unless otherwise permitted by the chairman and shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders; otherwise the chairman shall stop such interruption.
  12. Unless otherwise permitted by the chairman, each shareholder (or proxy) shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). Supposing the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.
  13. Any legal entity assigned as proxy by the shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting. If a corporate shareholder assigns two or more representatives to attend the Meeting, only one representative may speak for each discussion item.
  14. After the speech of a shareholder, the chairman may respond himself/herself or assign a relevant person to respond.
  15. The chairman may announce to end the discussion of any resolution and go into voting if the chairman deems it appropriate and obtains the agreement of shareholders (or proxies).
  16. The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and made a record.
  17. During the Meeting, the chairman may, at his discretion, set time for intermission.
  18. Except otherwise provided for in the Company Law of the Republic of China or the Articles of Incorporation of the Company, a resolution shall be adopted by a one-half of the votes represented by the present shareholders (or proxies). The resolution shall be deemed adopted and shall have the same effect as if it was voted by cast ballots if no objection is voiced after asked by the chairman.
  19. If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.
  20. The chairman may conduct the disciplinary officers (or the security guard) to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked “Disciplinary Officers” for identification purpose.
  21. Any matter not provided in these Rules and Procedures shall be handled in accordance with relevant laws and the regulations of the Company.
  22. Any matter not provided in these Rules and Procedures shall be handled in accordance with relevant laws and the regulations of the Company. These Rules and Procedures shall be effective from the date it is approved by the Shareholder’s Meeting. The same applies in case of revision.
  23. These Rules and Procedures are enacted on June 23rd, 1995. The first Amendment is on May 5th, 1998. The second Amendment is on May 21st, 2002.
 
 
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