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新炬网络: 上海新炬网络信息技术股份有限公司股东会议事规则(2025年8月修订)

General Provisions - The company must strictly convene shareholder meetings in accordance with laws, regulations, and the company's articles of association to ensure shareholders can exercise their rights legally [2][3] - The board of directors is responsible for organizing shareholder meetings diligently and on time [2][3] Shareholder Meeting Regulations - The shareholder meeting is composed of all shareholders and serves as the main avenue for shareholders to exercise their rights [2][3] - The company can authorize the board to make decisions regarding the issuance of corporate bonds, but such authority cannot be delegated to other entities or individuals [3] Powers of the Shareholder Meeting - The shareholder meeting has the authority to elect and replace directors, approve the board's reports, and decide on profit distribution and loss compensation plans [4][5] - It can also make decisions regarding capital increases or decreases, bond issuance, mergers, and amendments to the articles of association [4][5] Meeting Procedures - The company must hold annual shareholder meetings within six months after the end of the previous fiscal year, while temporary meetings can be convened as needed [8][9] - Shareholders holding more than 10% of shares can request a temporary meeting within two months of the occurrence of certain events [9] Voting and Proposals - Shareholders can attend meetings in person or appoint proxies to vote on their behalf [7][11] - Proposals must be submitted in writing and can be made by shareholders holding at least 1% of shares [11][12] Decision-Making Process - Decisions are categorized into ordinary and special resolutions, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [44][45] - Related party transactions must be disclosed, and related shareholders must abstain from voting on such matters [23][46] Record Keeping and Disclosure - Meeting records must be maintained, detailing the time, place, agenda, and participants, and must be preserved for at least ten years [62][63] - The company is required to disclose the results of the shareholder meeting and any resolutions passed in a timely manner [65][68] Amendments and Compliance - The rules are subject to amendments and must comply with national laws and regulations [29][28] - The board of directors is responsible for interpreting these rules [29]