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海辰药业: 股东会议事规则(2025年6月)

Core Points - The document outlines the rules for the shareholders' meeting of Nanjing Haichen Pharmaceutical Co., Ltd, ensuring compliance with the Company Law and Securities Law of the People's Republic of China [1][2][3] Group 1: Shareholders' Meeting Procedures - The company must convene shareholders' meetings in accordance with legal and regulatory requirements, ensuring shareholders can exercise their rights [1][2] - Shareholders' meetings can be annual or temporary, with annual meetings held within six months after the end of the previous fiscal year [6][8] - The board of directors is responsible for organizing the meetings and must report to the China Securities Regulatory Commission if unable to convene within the specified timeframe [6][8] Group 2: Voting and Proposals - Proposals for the shareholders' meeting must be within the scope of the meeting's authority and clearly defined [11][12] - Shareholders holding 1% or more of the shares can submit proposals, and the company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for temporary meetings [11][12] - Voting can occur in person or through authorized representatives, and the company must ensure the voting process is orderly [13][14] Group 3: Decision-Making and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval from attending shareholders [20][22] - Certain significant matters, such as capital changes or major asset transactions, require special resolutions [22][23] - The company must announce the results of the voting and resolutions promptly after the meeting [20][23] Group 4: Related Party Transactions - Related party transactions exceeding 30 million yuan or 5% of the company's net assets must be submitted for shareholders' approval [4][5] - Shareholders with a conflict of interest must abstain from voting on related party transactions [16][17] Group 5: Legal Compliance and Documentation - Legal opinions must be obtained regarding the legality of the meeting procedures and the qualifications of attendees [6] - Meeting records must be maintained for at least 10 years, documenting all proceedings and resolutions [43][44]