法兰泰克: 股东会议事规则

Core Points - The company establishes rules to ensure the lawful rights of shareholders and the proper functioning of the shareholder meeting [1][2] - The shareholder meeting is the company's authority body, which must operate within the legal framework and the company's articles of association [1][4] - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year and can hold temporary meetings under specific circumstances [1][4] Shareholder Meeting Procedures - The company must convene a temporary shareholder meeting within two months if certain conditions arise, such as insufficient board members or significant shareholder requests [2][4] - Independent directors can propose a temporary meeting, and the board must respond within ten days [2][5] - If the board fails to act, the audit committee can convene the meeting [3] Proposals and Voting - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [5][6] - Proposals can be made by the board, audit committee, or shareholders holding at least 1% of shares [6][7] - Proposals must be submitted in writing and disclosed to shareholders within two days [6][7] Meeting Notifications - Notifications for annual meetings must be sent 20 days in advance, while temporary meetings require 15 days' notice [11][12] - Notifications must include meeting details, agenda items, and the rights of shareholders to attend and vote [11][12] Meeting Conduct - The meeting must be held at the company's registered address or another designated location, allowing for remote participation if feasible [12][13] - The meeting must be presided over by the chairman or designated representatives, ensuring order and addressing shareholder inquiries [15][16] Voting and Resolutions - Voting is conducted by registered shareholders, with each share carrying one vote [20][21] - Resolutions require a simple majority for ordinary decisions and a two-thirds majority for special resolutions [20][21] - The results of the voting must be recorded and disclosed to shareholders promptly [21][24] Record Keeping - Detailed minutes of the meeting must be maintained, including attendance, proposals, discussions, and voting outcomes [22][24] - The minutes must be signed by relevant parties and preserved for ten years [22][24] Amendments to Rules - The rules may be amended if they conflict with changes in laws or regulations, or if decided by the shareholder meeting [25]