天保基建: 《股东大会议事规则》修订说明

Core Viewpoint - Tianjin Tianbao Infrastructure Co., Ltd. is revising its "Shareholders' Meeting Rules" to align with the latest legal requirements and its actual situation, ensuring the protection of shareholders' rights and the orderly conduct of meetings [1][2]. Summary by Sections Revision of Shareholders' Meeting Rules - The revision aims to maintain the legal rights of all shareholders and ensure the normal order and efficiency of the shareholders' meeting [2][3]. - The rules are formulated based on the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," and the company's articles of association [2][3]. Authority and Responsibilities of the Shareholders' Meeting - The shareholders' meeting is the authority of the company, exercising various powers including approving the remuneration of directors and supervisors, and making decisions on significant matters such as changes in company structure [3][4]. - Specific transactions and guarantees that require shareholder approval include those involving assets exceeding 30% of the company's latest audited total assets [4][5]. Meeting Frequency and Notification - The annual shareholders' meeting must be held at least once a year within six months after the end of the previous fiscal year, while temporary meetings can be called as needed [5][6]. - If the company fails to hold a meeting within the stipulated time, it must report to the relevant regulatory authorities and announce the reasons [6][7]. Proposal and Voting Procedures - Shareholders holding 10% or more of the shares can request a temporary meeting, and the board must respond within ten days [10][12]. - The meeting must provide complete disclosure of all proposals and necessary materials for shareholders to make informed decisions [24][25]. Record Keeping and Compliance - The minutes of the shareholders' meeting must be recorded, detailing attendees, voting results, and any inquiries made by shareholders [41][42]. - The company must ensure compliance with all legal and regulatory requirements regarding the conduct of the shareholders' meeting and the execution of resolutions [40][41].