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冠中生态: 股东会议事规则(2025年6月修订)

General Principles - The rules are established to regulate the behavior of Qingdao Guanzhong Ecological Co., Ltd. and ensure that the shareholders' meeting exercises its rights according to the Company Law and relevant regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings to ensure shareholders can exercise their rights [1][2] Shareholders' Meeting Convening - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [1][2] - A temporary shareholders' meeting must be convened within two months under specific circumstances, such as insufficient directors or significant losses [1][2][3] - If the company cannot convene a shareholders' meeting within the specified time, it must report to the regulatory authorities and disclose the reasons [2] Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and comply with legal and regulatory requirements [5][6] - Shareholders holding more than 1% of shares can propose items for discussion at the shareholders' meeting [5][6] - Notifications for annual meetings must be sent 20 days in advance, while notifications for temporary meetings must be sent 15 days in advance [6][7] Meeting Procedures - The shareholders' meeting should be held at the company's registered address or another designated location [7][8] - Shareholders can attend in person or appoint proxies to vote on their behalf [8][9] - The meeting must maintain order, and any disruptive behavior should be reported to the relevant authorities [8][9] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [11][12] - Certain significant matters, such as capital changes or mergers, require special resolutions [12][13] - Voting results must be disclosed promptly, including the number of shareholders present and the voting outcomes [16][17] Record Keeping - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for ten years [17][18] - The company must ensure that the meeting records are accurate and complete [17][18] Legal Compliance - Any disputes regarding the legality of the convening process or resolutions must be addressed through legal channels [18][19] - Shareholders can request the annulment of resolutions that violate laws or regulations within 60 days of the resolution being made [19]