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利欧股份: 股东会议事规则(草案)(H股发行并上市后适用)

General Principles - The rules are established to protect the legal rights of the company and its shareholders, ensuring the proper functioning of the shareholders' meeting in accordance with relevant laws and regulations [2][3][34]. Shareholders' Meeting Authority - The shareholders' meeting is the company's authority body, responsible for major decisions such as mergers, amendments to the articles of association, and the appointment of auditors [2][3][4]. - The board of directors can be authorized to make decisions on bond issuance, but other powers must be exercised by the shareholders' meeting [2][3]. External Guarantees - Certain external guarantees require approval from the shareholders' meeting if they exceed specified thresholds related to the company's audited net assets or total assets [3][4]. - Guarantees provided to related parties must be approved by non-related directors and the shareholders' meeting [3][4]. Meeting Types and Notifications - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [4]. - Temporary meetings can be called under specific circumstances, such as significant losses or requests from shareholders holding over 10% of shares [4][5]. Proposals and Voting - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [9][10]. - Shareholders holding over 1% of shares can submit proposals at least 10 days before the meeting [9][10]. - Voting must be conducted in a transparent manner, with specific rules for related party transactions to ensure fairness [20][29]. Meeting Conduct and Documentation - The meeting must be conducted in an orderly manner, with provisions for remote participation [14][15]. - Minutes of the meeting must be recorded, detailing attendance, proposals, and voting results [40][41]. Decision-Making Process - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [27][28]. - Ordinary resolutions require a simple majority, while special resolutions require a two-thirds or three-quarters majority [27][28]. Amendments and Compliance - The rules may be amended in accordance with changes in laws or regulations, and any conflicts with existing laws must be resolved in favor of the law [34][36].