冰山冷热: 股东会议事规则(2025年第一次临时股东大会审议通过)

General Principles - The rules are established to regulate the behavior of the company and ensure shareholders can exercise their rights according to the Company Law and Securities Law of the People's Republic of China [1][2] - The company must strictly follow legal, administrative regulations, and its articles of association when convening shareholder meetings [1][2] Types of Shareholder Meetings - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [1][2] - Temporary meetings must be convened within two months under specific circumstances outlined in the Company Law [1][2] Rights and Responsibilities - The board of directors is responsible for organizing shareholder meetings and must do so diligently and on time [1][2] - Independent directors can propose temporary meetings, and the board must respond within ten days [2][3] Legal Opinions - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [2][3] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [6][14] - Shareholders holding more than 1% of shares can submit temporary proposals ten days before the meeting [6][14] Meeting Procedures - Shareholder meetings must be held at the company's registered location and can utilize online methods for convenience [21][22] - All shareholders or their proxies have the right to attend the meeting, and each share carries one voting right [11][14] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [30][31] - Shareholders must abstain from voting on matters where they have a conflict of interest [34] Record Keeping - Meeting records must be maintained, detailing the time, location, agenda, and voting results [29][30] - The company must ensure the accuracy and completeness of the meeting records [12][29] Implementation and Amendments - The rules are effective upon approval by the shareholder meeting and must be adhered to in future amendments [50][51] - Any matters not covered by these rules will follow relevant laws and regulations [51]