承德露露: 股东会议事规则

General Provisions - The company establishes rules to ensure the lawful exercise of shareholder rights in accordance with the Company Law, Securities Law, and relevant regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings, ensuring that all shareholders can exercise their rights [1][2] - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [1][2] Shareholder Meeting Authority - The shareholder meeting is the company's authority body, responsible for electing and replacing directors, approving remuneration, and making decisions on significant asset transactions exceeding 30% of the company's audited total assets [2][3] - The meeting can authorize the board to make decisions regarding bond issuance [2][3] - Certain transactions, such as investments and asset sales, must be submitted for shareholder approval if they meet specified thresholds [2][4] Meeting Procedures - The board must convene the shareholder meeting within the stipulated timeframe and must notify shareholders accordingly [6][7] - Independent directors can propose temporary meetings, and the board must respond within ten days [6][7] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [6][7] Proposals and Notifications - Proposals must fall within the authority of the shareholder meeting and be clearly defined [18][19] - Shareholders holding at least 1% of shares can submit temporary proposals ten days before the meeting [18][19] - Notifications for annual meetings must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [19][20] Meeting Conduct - The shareholder meeting must be held at the company's registered location, and provisions must be made for remote participation [11][12] - All shareholders registered by the record date have the right to attend and vote [11][12] - The meeting must be presided over by the chairman or a designated director, and all proceedings must be recorded accurately [13][14] Voting and Resolutions - Each share carries one vote, and shareholders must express their opinions on proposals [16][17] - Voting results must be announced immediately after the meeting, and resolutions must be disclosed promptly [17][18] - The company must implement resolutions regarding profit distribution or capital increases within two months after the meeting [19][20] Legal Compliance - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request annulment within 60 days [20][21] - The company must fulfill its obligations to disclose information regarding any legal disputes related to shareholder resolutions [20][21]