General Principles - The rules are established to standardize the operation of the company's shareholders' meetings, ensuring legality and efficiency in the decision-making process while protecting shareholders' rights [1][2] - The company must strictly adhere to relevant laws, regulations, and its articles of association when convening shareholders' meetings [1][3] Shareholders' Meeting Authority - The shareholders' meeting is the company's authority body, responsible for electing directors, approving reports, profit distribution plans, and other significant decisions [1][3] - Ordinary resolutions require a majority of the voting rights held by attending shareholders, while special resolutions require two-thirds approval [3][4] Convening Shareholders' Meetings - Annual shareholders' meetings must be held within six months after the end of the previous fiscal year, while extraordinary meetings can be convened under specific circumstances [4][5] - Independent directors and shareholders holding more than 10% of shares can propose the convening of extraordinary meetings [5][6] Shareholder Qualifications - Shareholders registered by the record date are eligible to attend and vote at the meeting [8][9] - Shareholders can appoint proxies to attend and vote on their behalf [8][9] Proposals and Notifications - The board of directors, audit committee, and shareholders holding over 1% of shares can propose agenda items for the meeting [11][12] - Notifications for annual meetings must be sent 21 days in advance, while notifications for extraordinary meetings must be sent 15 days in advance [11][12] Meeting Procedures - The meeting should be conducted in a straightforward manner without providing additional economic benefits to attendees [13][14] - The meeting must be held at the company's registered address or another specified location [13][14] Voting and Resolutions - Voting can be conducted in person, online, or through other methods, with each share representing one vote [17][18] - The results of the voting must be announced immediately after the meeting, and resolutions must be disclosed promptly [19][22] Meeting Records - The meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [23][24] - Shareholders have the right to access copies of the meeting records upon request [24] Miscellaneous - The rules take effect upon approval by the shareholders' meeting and are subject to relevant laws and regulations [25]
兖矿能源: 《兖矿能源集团股份有限公司股东会议事规则》