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中天服务: 股东会议事规则(2025年7月修订)

General Principles - The rules are established to regulate the behavior of Zhongtian Service Co., Ltd. and ensure that the shareholders' meeting exercises its powers in accordance with the law [1][2] - The rules apply to the convening, proposing, notifying, and holding of shareholders' meetings [3] Shareholders' Meeting Convening - The company must strictly follow legal and regulatory requirements to convene shareholders' meetings, ensuring shareholders can exercise their rights [3][4] - The shareholders' meeting is categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [3][4] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [3][4] Legal Opinions and Procedures - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [4] - Independent directors can propose temporary meetings, and the board must respond within ten days [5][6] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and comply with legal and regulatory requirements [8][9] - Shareholders holding at least 1% of shares can propose items for discussion, with notifications required 20 days before annual meetings and 15 days before temporary meetings [8][9] Meeting Conduct - The meeting must be held at the company's registered location or another specified place, allowing for both in-person and remote participation [11][12] - The meeting must maintain order, and any disruptions should be reported to relevant authorities [12][13] Voting and Resolutions - Shareholders must abstain from voting on matters where they have a conflict of interest, and the voting results must be disclosed promptly [15][18] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval from attending shareholders [18][19] Record Keeping and Compliance - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [21][22] - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request court annulment within 60 days [22][24]