Article 6 Partners Meeting
6.1 Partners Meeting
6.1.1 Partners meetings are convened and hosted by General Partners. Partners meetings discuss the following matters and make corresponding decisions:
(1) Annual report made by General Partners;
(2) Approve proposals made by General Partners to extend the operation term of the Partnership or the Duration of Each Tranche of Senior Shares;
(3) Approve proposals made by General Partners regarding non-cash distributions to Partners in accordance with the provisions of this Agreement;
(4) Removal of managing partners (i.e. General Partners);
(5) Conversion between Limited Partners and General Partners;
(6) Revise the content of this Agreement other than that related to the matters independently determined by General Partners based on express authorization under this Agreement;
(7) Dissolution and liquidation of the Partnership;
(8) Ultimately determine whether a Partner is qualified to be a partner of the Partnership;
(9) Other matters that shall be decided by partners meetings in accordance with laws, regulations and this Agreement.
Partners meetings shall not resolve any potential project investment or other matters related to execution of partnership affairs of the Partnership. In addition, Limited Partners shall not exercise control over management and other activities of the Partnership through partners meetings.
6.1.2 The first partners meeting shall be convened and held by General Partners within ninety (90) days from the date of registration and establishment of the Partnership; thereafter, General Partners shall organize an annual partners meeting within six (6) months after the beginning of each year. General Partners shall notify all Partners ten (10) days before the first partners meeting and annual partners meeting, but all Partners may waive the right of advance notice in writing. Notwithstanding the foregoing, The participation of Partners in the meeting will be considered as waiver of any claim regarding advance notice.
6.1.3 General Partners may convene an interim partners meeting after written notice of ten (10) days in advance. Limited Partners who collectively pays one-third or more of the total contribution of the Partnership has the right to propose an interim partners meeting. The proposer shall submit a full proposal including a meeting notice to General Partners. General Partners shall send a notice of holding the interim partners meeting within thirty (30) days after receiving such full proposal from the proposer. If General Partners believe that the proposal submitted by the proposer for convening of the interim partners meeting is incomplete or needs to be revised, General Partners has the right to request the proposer to supplement or amend it, and shall issue the notice of convening of the interim partners meeting within thirty (30) days after the proposer supplements or amends the proposal. If General Partners refuse to perform the above obligations, the proposer may convene an interim partners meeting after the above-mentioned thirty (30) days expire. The meeting shall be chaired by the proposer. The participation of Partners in the meeting will be considered as waiver of any claim regarding advance notice.