Core Points - The company has revised its "Shareholders' Meeting Rules" to align with the latest legal regulations and its actual situation, changing the name from "Shareholders' General Meeting Rules" to "Shareholders' Meeting Rules" [1] - The revised rules clarify the responsibilities and powers of the shareholders' meeting, ensuring that it operates in accordance with the "Company Law" and other relevant regulations [1][2] - The rules now specify the procedures for convening, proposing, notifying, and holding shareholders' meetings, including the timelines for annual and extraordinary meetings [2][3] Group 1 - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, while extraordinary meetings can be called as needed [2][3] - If the company cannot convene a shareholders' meeting within the specified timeframe, it must report to the China Securities Regulatory Commission and the Shenzhen Stock Exchange [3] - The board of directors is required to convene the shareholders' meeting within the stipulated time and must provide written feedback on any proposals for extraordinary meetings from independent directors [3][4] Group 2 - Shareholders holding 10% or more of the company's shares can request the board to convene an extraordinary meeting, and the board must respond within 10 days [4][5] - If the board does not agree to convene the meeting, it must provide reasons and announce them [4][5] - The rules also allow the supervisory board or shareholders to convene meetings independently if the board fails to do so [5][6] Group 3 - The revised rules stipulate that shareholders can propose temporary proposals 10 days before the meeting, and the conveners must notify all shareholders of these proposals within 2 days [7][8] - All proposals must be fully disclosed in the meeting notifications to allow shareholders to make informed decisions [8][9] - The rules require that any election of directors or supervisors must provide detailed information about the candidates, including their backgrounds and any potential conflicts of interest [9][10] Group 4 - The company must hold the shareholders' meeting at its registered location or another location specified in its articles of association, ensuring that it is accessible to shareholders [10][11] - Shareholders can attend the meeting in person or through proxies, and each share carries one voting right [11][12] - The meeting must be presided over by a designated director or representative, and the minutes must accurately reflect the proceedings and decisions made [12][13] Group 5 - The rules emphasize that any resolutions passed at the shareholders' meeting must comply with legal and regulatory requirements, and any violations can be challenged in court [25][26] - The company is responsible for ensuring that the rights of minority investors are protected and that they can exercise their voting rights without obstruction [25][26] - The board of directors is tasked with executing the resolutions of the shareholders' meeting promptly to ensure the company's normal operations [26][27]
德展健康: 德展大健康股份有限公司《股东会议事规则》修订前后对照表