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开尔新材: 股东会议事规则(2025年7月)

General Principles - The rules are established to regulate the behavior of Zhejiang Kaili New Materials Co., Ltd. and ensure that the shareholders' meeting is conducted in accordance with the law and the company's articles of association [2][3] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings to ensure shareholders can exercise their rights [2][3] Shareholders' Meeting Organization - The shareholders' meeting is categorized into annual and extraordinary meetings, with the annual meeting held within six months after the end of the previous fiscal year [4] - Extraordinary meetings must be convened within two months of certain events, such as insufficient board members or significant losses [4][5] - If the company cannot convene a meeting within the specified time, it must report to the local regulatory authority and announce the reasons [3] Legal Opinions and Procedures - A lawyer must provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [3] - The board of directors is responsible for timely organizing the shareholders' meeting and must respond to requests for extraordinary meetings from independent directors or shareholders holding over 10% of shares [4][6] Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and be clearly defined [13] - Shareholders holding over 1% of shares can submit temporary proposals, which must be disclosed in the meeting notice [14] - Notifications for annual meetings must be sent 20 days in advance, while extraordinary meetings require 15 days' notice [15] Meeting Conduct - The meeting can be held at the company's registered address or other specified locations, and must provide convenient access for shareholders [10] - Shareholders can attend in person or via authorized representatives, and voting can occur through various methods [10][11] - The meeting must maintain order, and any disruptions must be addressed promptly [11] Voting and Resolutions - Each share carries one voting right, and shareholders must declare their voting intentions [12][15] - Voting results must be announced immediately after the meeting, and detailed records must be kept for at least ten years [16][17] - Resolutions passed at the meeting must be implemented within two months [44] Compliance and Enforcement - If the company fails to convene a meeting without justification, the stock exchange may suspend trading [46] - Violations of the rules may lead to disciplinary actions from regulatory authorities [47][48] - The rules serve as an attachment to the company's articles of association and require shareholder approval to take effect [21]