海创药业: 股东会议事规则

Core Points - The document outlines the rules and regulations governing the shareholders' meeting of Hai Chuang Pharmaceutical Co., Ltd, ensuring compliance with relevant laws and regulations [3][4][22] - The shareholders' meeting is the company's decision-making body, consisting of all shareholders, and is responsible for key corporate governance matters [2][3][4] Group 1: Shareholders' Meeting Structure - The shareholders' meeting is divided into annual and extraordinary meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [3][4] - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for extraordinary meetings [11][12] - Legal opinions must be obtained for the meeting's procedures, attendance qualifications, and voting results [6][7] Group 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 increases or decreases [8][9] - Significant transactions, such as those involving assets exceeding 30% of the company's audited total assets, must be submitted for shareholders' approval [5][6] - The meeting can also approve changes to the company's articles of association and major asset purchases or sales [9][10] Group 3: Proposal and Voting Procedures - Shareholders holding at least 1% of shares can propose temporary motions at least 10 days before the meeting [19][20] - Voting can be conducted in person, by proxy, or through electronic means, with specific procedures outlined for each method [12][13] - The results of the voting must be announced immediately after the meeting, and detailed records must be kept for at least 10 years [21][22] Group 4: Legal Compliance and Governance - The document emphasizes the importance of adhering to the Company Law and other relevant regulations to protect shareholders' rights [3][22] - Any resolutions passed that violate laws or regulations are deemed invalid, and shareholders have the right to request annulment within 60 days [22][23] - The company must ensure that the governance structure allows for the protection of minority shareholders' interests [22][24]