General Principles - The rules are established to ensure the smooth conduct of shareholder meetings, enhance efficiency, and protect shareholders' rights [1][2] - The shareholder meeting is the company's authority body, exercising various powers including electing directors, approving reports, and making decisions on capital changes [1][2] Shareholder Meeting Procedures - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for temporary meetings [4][5] - Shareholders can appoint proxies to attend meetings, and the qualifications of attendees must be verified [5][6] Legal Opinions and Compliance - A lawyer must provide legal opinions on the legality of the meeting's procedures, attendee qualifications, and voting results [3][6] Meeting Types and Notifications - Annual meetings must be held within six months after the end of the fiscal year, while temporary meetings can be called as needed [4][8] - Notifications must include meeting details, agenda items, and the rights of shareholders to attend and vote [4][5] Proposal and Voting Procedures - Proposals must be clearly defined and submitted in writing, with specific details disclosed to shareholders [20][21] - Voting can be conducted through various methods, including in-person and online, with specific rules for counting votes [26][27] Decision-Making and Resolutions - Resolutions can be ordinary or special, with different thresholds for approval: ordinary resolutions require a simple majority, while special resolutions require a two-thirds majority [22][24] - Certain significant matters, such as amendments to the articles of association or major asset transactions, require special resolutions [24][25] Meeting Records and Documentation - Meeting records must be maintained, detailing the time, location, attendees, and outcomes of each proposal [57][58] - The company must ensure that resolutions are announced promptly and include detailed voting results [55][56] Conduct and Discipline - The company must maintain order during meetings and can remove individuals who disrupt proceedings [63][64] - The rules are binding and must be followed by all participants, ensuring the integrity of the shareholder meeting process [30][66]
仙乐健康: 股东会议事规则(2025年7月)