南京公用: 股东会议事规则

Summary of Key Points Core Viewpoint The document outlines the rules and procedures for the shareholders' meeting of Nanjing Public Utilities Development Co., Ltd., ensuring compliance with relevant laws and regulations, and facilitating the lawful exercise of shareholder rights. Group 1: General Provisions - The rules are established to standardize the procedures for the shareholders' meeting and ensure shareholders can exercise their rights according to the law [1] - The company must strictly adhere to legal and regulatory requirements when convening the shareholders' meeting [1][2] - The shareholders' meeting is categorized into annual and temporary meetings, with specific timelines for their convening [1][5] Group 2: Convening the Shareholders' Meeting - The board of directors is responsible for convening the shareholders' meeting within the stipulated timeframe [2][3] - Independent directors can propose a temporary shareholders' meeting, and the board must respond within ten days [2][3] - Shareholders holding more than 10% of the shares can request a temporary meeting, and the board must provide feedback within ten days [3][4] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and be clearly defined [5][6] - Shareholders holding at least 1% of shares can submit temporary proposals ten days before the meeting [5][6] - Notifications for the annual meeting must be sent at least twenty days in advance, while temporary meetings require a fifteen-day notice [5][6] Group 4: Conducting the Shareholders' Meeting - The meeting should be held at the company's registered location and can utilize online methods for shareholder participation [7][21] - All shareholders registered by the record date have the right to attend the meeting [7][21] - The meeting must be presided over by the chairman or a designated director if the chairman is unavailable [8][29] Group 5: Voting and Resolutions - Voting can be conducted through various methods, including in-person and online, with specific timelines for each [11][12] - The results of the voting must be announced immediately after the meeting, and detailed records must be kept [11][12] - Resolutions passed at the meeting must be disclosed promptly, including the number of votes and the percentage of shares represented [11][12][40] Group 6: Legal Compliance and Amendments - Any violations of laws or regulations in the meeting process can lead to invalidation of resolutions [13][14] - The rules may be amended if there are changes in the company’s articles of association or by decision of the shareholders' meeting [14][48]