General Provisions - The rules are established to standardize the procedures of the shareholders' meeting of Yunnan Chihong Zinc & Germanium Co., Ltd. and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings [1][2] Shareholders' Meeting Regulations - The shareholders' meeting consists of all shareholders and is the company's authority [2] - Annual shareholders' meetings must be held once a year within six months after the end of the previous accounting year, while temporary meetings can be convened under specific circumstances within two months [2][3] - If a shareholders' meeting cannot be held within the specified time, the company must report to the local regulatory authority and announce the reasons [2] Powers of the Shareholders' Meeting - The shareholders' meeting has the authority to elect and replace directors, approve profit distribution plans, and make decisions on capital changes, among other responsibilities [3][4][5] - Certain external guarantee actions require approval from the shareholders' meeting, especially if they exceed specified thresholds related to the company's net assets [5][6] Convening the Shareholders' Meeting - The board of directors is responsible for convening the shareholders' meeting within the stipulated time [6][7] - Independent directors can propose to convene a temporary shareholders' meeting, and the board must respond within ten days [7][8] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [9][10] - Notifications for annual meetings must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [10][11] Conducting the Shareholders' Meeting - The meeting should be held at the company's registered address or another designated location [12] - All shareholders or their proxies have the right to attend the meeting, and the company cannot refuse entry [12][13] Voting and Resolutions - Resolutions can be ordinary or special, with different voting thresholds required for each type [17][18] - Ordinary resolutions require more than half of the voting rights, while special resolutions require two-thirds [17][18] - The voting process must be transparent, and results should be announced immediately after voting [23][24] Documentation and Record Keeping - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [39][40] - Any resolutions passed must be announced promptly, including details of the voting results and the number of shares represented [61][62]
驰宏锌锗: 驰宏锌锗股东会议事规则