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中国铁建: 中国铁建股东会议事规则(2025年修订)
Zheng Quan Zhi Xing·2025-06-20 12:12

General Principles - The rules are established to protect the legal rights of China Railway Construction Corporation Limited (the company) and its shareholders, ensuring that the shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company must strictly follow the laws, administrative regulations, and its articles of association when convening shareholder meetings [1][2] Types of Shareholder Meetings - Shareholder meetings are categorized into annual and extraordinary meetings, with annual meetings held once a year within six months after the end of the previous fiscal year [2] - Extraordinary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant unremedied losses [2][3] Meeting Procedures - The company must hire a lawyer to provide legal opinions on the compliance of the meeting's convening and procedures with laws and regulations [4][5] - Independent non-executive directors can propose extraordinary meetings, and the board must respond within ten days [4][5] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [8][9] - Shareholders holding more than 1% of shares can submit temporary proposals ten days before the meeting [8][9] Voting and Resolutions - Resolutions can be ordinary or special, requiring a majority or two-thirds majority of the voting rights present, respectively [15][16] - Shareholders must disclose their voting intentions clearly, and any conflicts of interest must be avoided during voting [16][17] Record Keeping and Announcements - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least twenty years [50][51] - Resolutions must be announced promptly, detailing the voting results and any special notes if proposals are not passed [48][49]