General Provisions - The rules are established to standardize company behavior and ensure the shareholders' meeting exercises its rights according to relevant laws and regulations [1] Shareholders' Meeting Authority - The shareholders' meeting is the company's authority body, responsible for reviewing significant asset transactions exceeding 30% of the latest audited total assets within a year [2] - Transactions with related parties exceeding 30 million yuan and 5% of the latest audited net assets must be reviewed by the shareholders' meeting [2] - Certain transactions, such as those involving over 50% of audited annual revenue or net profit, must be submitted for shareholders' approval [2][3] External Guarantees - External guarantees exceeding 10% of the latest audited net assets require shareholders' approval [3] - Total guarantees exceeding 50% of the latest audited net assets must also be approved by the shareholders' meeting [4] Meeting Convening - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [5] - Temporary meetings can be convened within two months of certain events, such as a request from shareholders holding over 10% of shares [6] Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and comply with legal and regulatory requirements [14] - Shareholders holding over 1% of shares can propose additional items for discussion at the meeting [8] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [19] - The company must disclose the voting results and details of the resolutions promptly after the meeting [59] Meeting Records and Legal Opinions - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for ten years [68][23] - Legal opinions must be obtained regarding the legality of the meeting's procedures and results [69]
精研科技: 股东会议事规则