云鼎科技: 云鼎科技股份有限公司股东会议事规则

General Provisions - The rules are established to protect the legal rights of shareholders and regulate the operation of the company in accordance with relevant laws and regulations [1][2] - The company must ensure that shareholders can exercise their rights legally and that the board of directors fulfills its responsibilities diligently [1][2] Shareholder Meeting Regulations - The shareholder meeting has the authority to elect and replace directors, approve reports from the board, and decide on profit distribution plans [2][3] - Decisions regarding capital increases or decreases, bond issuance, mergers, and other significant corporate actions must be made by the shareholder meeting [2][3] - The company must seek shareholder approval for external guarantees exceeding certain thresholds related to net assets and total assets [4][5] Meeting Procedures - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, with provisions for calling temporary meetings under specific circumstances [7][8] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [8][9] - Legal opinions must be obtained to ensure compliance with laws and regulations regarding the meeting's procedures and outcomes [6][7] Proposals and Notifications - Shareholders holding at least 1% of shares can submit proposals ten days before the meeting, which must be included in the meeting notice [10][11] - The notice must provide comprehensive details about the meeting, including time, location, agenda, and voting rights [11][12] Voting and Decision-Making - Voting can be conducted in person or through electronic means, ensuring all shareholders can participate [12][13] - Each share carries one vote, and the company cannot restrict voting rights based on share ownership [26][27] - Resolutions require a simple majority for ordinary matters and a two-thirds majority for special resolutions [46][48] Record Keeping and Disclosure - Meeting records must be maintained, detailing attendance, proposals, discussions, and voting results [30][31] - Resolutions must be disclosed promptly, including details on attendance and voting outcomes, especially for matters affecting minority shareholders [68][69] Amendments and Compliance - The rules are subject to amendments based on changes in national laws or regulations, and the board is responsible for ensuring compliance [75][76]