Core Points - The document outlines the rules for shareholder meetings of Shenzhen Demingli Technology Co., Ltd, emphasizing the protection of shareholder rights and the legal framework governing the meetings [1][2][3] Group 1: General Principles - The rules are established to protect the legal rights of shareholders and ensure the proper functioning of the shareholder meeting in accordance with relevant laws and the company's articles of association [1] - The company must strictly adhere to legal and regulatory requirements when convening shareholder meetings to ensure shareholders can exercise their rights [2] - The board of directors is responsible for organizing shareholder meetings diligently and on time [2] Group 2: Powers of the Shareholder Meeting - The shareholder meeting is the highest decision-making body of the company, with powers including electing directors, approving profit distribution plans, and making decisions on capital changes [1][2] - Specific powers include approving bond issuance, company restructuring, and significant asset transactions exceeding 30% of the latest audited total assets [1][2] Group 3: Convening Shareholder Meetings - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, while temporary meetings can be called as needed [2][5] - Independent directors and shareholders holding over 10% of shares can propose the convening of temporary meetings [4][5] Group 4: Proposals and Notifications - Proposals for the shareholder meeting must fall within the powers of the meeting and comply with legal and regulatory requirements [6][7] - The company must notify shareholders of the meeting details at least 20 days in advance for annual meetings and 15 days for temporary meetings [9][10] Group 5: Meeting Procedures - The shareholder meeting can be held in person or via electronic means, ensuring accessibility for all shareholders [11][12] - Shareholders can appoint proxies to attend and vote on their behalf, with specific requirements for proxy authorization [12][13] Group 6: Voting and Resolutions - Each share carries one vote, and the company’s own shares do not have voting rights [15][16] - Resolutions require a majority or two-thirds majority depending on whether they are ordinary or special resolutions [45][46] Group 7: Record Keeping and Compliance - Meeting records must be maintained for at least ten years, detailing attendance, proposals, and voting results [48][49] - The company must comply with legal obligations regarding the execution of resolutions and ensure that shareholder rights are not infringed upon [52][53]
德明利: 股东会议事规则（2025年9月）