股东会规则
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山东黄金: 山东黄金矿业股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-07-28 16:27
Core Points - The document outlines the rules for the shareholders' meeting of Shandong Gold Mining Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The rules are established to standardize company behavior and ensure shareholders can exercise their rights according to the law [1] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings [1][2] - The board of directors is responsible for organizing the meetings diligently and on time [1][2] Group 2: Types of Shareholders' Meetings - Shareholders' meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the fiscal year [2] - Temporary meetings must be convened within two months if circumstances arise that require them [2] Group 3: Legal Opinions and Procedures - A lawyer must provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [2][3] - The board must respond to requests for temporary meetings from independent directors or shareholders holding over 10% of shares within ten days [3][4] Group 4: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting and be submitted in writing at least ten days before the meeting [5][6] - Notifications for annual meetings must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [6][7] Group 5: Meeting Conduct - The meeting can be held in person or via electronic means, ensuring all shareholders can participate [8][9] - The board must ensure the meeting's order and address any disruptions [9][10] Group 6: Voting and Resolutions - Voting must be conducted on each proposal, and shareholders can express their opinions as agree, disagree, or abstain [15][16] - The results of the voting must be announced immediately after the meeting [17][18] Group 7: Documentation and Record Keeping - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for ten years [19][20] - Shareholders have the right to access copies of the meeting records free of charge [20][21] Group 8: Implementation and Compliance - The company must implement resolutions passed at the shareholders' meeting within two months [22][23] - Any violations of the rules can be challenged in court within sixty days of the resolution [20][21]
乐凯胶片: 乐凯胶片股份有限公司股东会规则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-28 16:26
General Principles - The rules are established to regulate the operation of the shareholders' meeting of LeKai Film Co., Ltd., improve the efficiency and decision-making level of the meeting, and protect the legal rights of shareholders [2][3] - The company must strictly follow laws, regulations, and its articles of association when convening shareholders' meetings to ensure shareholders can exercise their rights [2][3] Types of Shareholders' Meetings - Shareholders' meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [3] - Temporary meetings must be convened within two months when circumstances specified in the Company Law arise [3] Convening Shareholders' Meetings - The board of directors is responsible for convening the shareholders' meeting within the specified timeframe [7] - Independent directors can propose the convening of a temporary shareholders' meeting, and the board must respond within ten days [8] Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and be clearly defined [14] - Shareholders holding at least 1% of shares can submit temporary proposals ten days before the meeting [15] Meeting Procedures - The company must provide a venue for the meeting and ensure it is conducted in accordance with legal and regulatory requirements [21] - Shareholders can attend in person or appoint proxies to vote on their behalf [22] Voting and Resolutions - Each share carries one vote, and shareholders must declare their voting intentions as agree, disagree, or abstain [13] - Resolutions must be announced promptly, detailing the number of shareholders present and the voting results [40] Execution and Disclosure of Resolutions - The board of directors is responsible for implementing the resolutions made during the shareholders' meeting [48] - The company must disclose information regarding the meeting and resolutions in accordance with legal requirements [49]
江河集团: 江河集团股东会议事规则
Zheng Quan Zhi Xing· 2025-07-28 16:26
General Principles - The rules are established to regulate the behavior of Jianghe Creation Group Co., Ltd. and ensure that the shareholders' meeting exercises its powers in accordance with the law [1] - The company must strictly follow relevant laws, regulations, and its articles of association when convening shareholders' meetings [1][2] - The shareholders' meeting is categorized into annual and extraordinary meetings, with the annual meeting held within six months after the end of the previous fiscal year [1][2] Convening Shareholders' Meetings - The board of directors is responsible for convening the shareholders' meeting within the specified timeframe [2][3] - Independent directors can propose an extraordinary shareholders' meeting, and the board must respond within 10 days [2][3] - If the board does not respond within 10 days to a request for an extraordinary meeting from shareholders holding over 10% of shares, the audit committee can convene the meeting [3][4] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [6] - Shareholders holding over 1% of shares can submit temporary proposals 10 days before the meeting [6][7] - Notifications for annual meetings must be sent 20 days in advance, while notifications for extraordinary meetings must be sent 15 days in advance [7][8] Conducting the Meeting - The meeting can be held at the company's registered address or another specified location, and provisions for online participation must be made [10][11] - All shareholders or their proxies have the right to attend the meeting, and each share carries one vote [11][12] - The meeting must be presided over by the chairman or a designated director if the chairman is unavailable [15][16] Voting Procedures - Voting is conducted by a show of hands or through electronic means, with each share representing one vote [19][20] - Related shareholders must abstain from voting on matters that affect their interests [19][20] - The results of the voting must be announced immediately after the votes are counted [25][26] Resolutions - Resolutions can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [55][56] - The board is responsible for executing the resolutions passed during the shareholders' meeting [68][69] - Any resolutions that violate laws or regulations are deemed invalid [71][72]
秦川物联: 股东会议事规则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-23 14:18
Core Points - The document outlines the rules for the shareholders' meeting of Chengdu Qinchuan Internet of Things Technology Co., Ltd, ensuring compliance with relevant laws and regulations [2][22] - The rules specify the procedures for convening, proposing, and notifying shareholders' meetings, emphasizing the importance of legal compliance and shareholder rights [2][3][4] Group 1: General Provisions - The rules are established to standardize company behavior and ensure shareholders can exercise their rights according to the Company Law and Securities Law [2] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings [2][3] - Shareholders' meetings are categorized into annual and temporary meetings, with specific timelines for their convening [4][5] Group 2: Convening Shareholders' Meetings - The board of directors is responsible for convening meetings within the specified timeframes [3][4] - Independent directors can propose temporary meetings, and the board must respond within ten days [3][4] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must provide feedback within ten days [4][5] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting and comply with legal requirements [6][13] - Shareholders holding at least 1% of shares can submit temporary proposals, but these must be announced in advance [6][7] - Notifications for annual meetings must be sent 20 days prior, while temporary meetings require a 15-day notice [15][16] Group 4: Conducting Shareholders' Meetings - Meetings must be held at the company's registered location, and provisions for remote participation must be made [19][20] - All shareholders or their proxies have the right to attend and vote at the meeting [21] - The meeting must be presided over by the chairman or a designated director, ensuring order and compliance with the rules [25][26] Group 5: Voting and Resolutions - Shareholders must express their opinions on proposals as agree, disagree, or abstain [39] - Voting results must be announced immediately, and detailed records of the meeting must be maintained [42][43] - Resolutions passed at the meeting must be disclosed promptly, including details of attendance and voting outcomes [42][46]
上海电气: 上海电气股东会议事规则
Zheng Quan Zhi Xing· 2025-07-22 16:16
Core Points - The document outlines the rules for the shareholders' meeting of Shanghai Electric Group Co., Ltd, emphasizing the protection of shareholders' rights and the legal framework governing the meetings [1][2][3] Group 1: General Provisions - The shareholders' meeting is the company's authority and operates according to the Company Law and the company's articles of association [1][2] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, while temporary meetings can be called within two months under specific circumstances [2][3] - Legal opinions must be obtained for the meeting's procedures, attendance qualifications, and voting results [2][3] Group 2: Rights and Responsibilities - Shareholders have the right to attend, speak, inquire, and vote at the meeting, and must adhere to relevant laws and regulations [2][3] - The board secretary is responsible for organizing the meeting, ensuring it is conducted simply and without additional benefits to attendees [3][4] Group 3: Meeting Procedures - The board must convene the meeting within specified timeframes and must notify shareholders in advance [8][9] - Shareholders holding more than 10% of voting shares can request a temporary meeting, and if the board does not respond within 30 days, they can convene the meeting themselves [9][10] Group 4: Proposals and Voting - Proposals for the meeting are generally made by the board, but shareholders holding at least 1% of shares can submit proposals 20 days before the meeting [11][12] - Voting must be conducted on each proposal, and resolutions require a majority or two-thirds majority depending on the type of resolution [18][19] Group 5: Disclosure and Record Keeping - The company must announce the resolutions of the shareholders' meeting promptly, detailing attendance and voting results [63][64] - Meeting records must be maintained, including attendance, resolutions, and any legal opinions provided [49][66]
乐通股份: 股东会议事规则
Zheng Quan Zhi Xing· 2025-07-22 11:15
第三条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第四条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次,应当于上一会计 年度结束后的六个月内举行。 临时股东会不定期召开,出现《公司法》第一百一十三条规定的应当召开临时股东会的情 形时,临时股东会应在两个月以内召开。 公司在上述期限内不能召开股东会的,应当报告公司所在地中国证券监督管理委员会(以 下简称中国证监会)派出机构和公司股票挂牌交易的证券交易所(以下简称证券交易所),说 明原因并公告。 第五条 公司召开股东会,应当聘请律师对以下问题出具法律意见并公告: 珠海市乐通化工股份有限公司 第一章 总 则 第一条 为促进珠海市乐通化工股份有限公司(以下简称"公司")规范运作,维护公司及 公司股东的合法权益,保证公司股东会依法行使职权,根据《中华人民共和国公司法》(以下 简称"《公司法》")、《中华人民共和国证券法》(以下简称"《证券法》")、《上市公 司股东会规则》、《珠海市乐通化工股份有限公司章程》(以下简称"《公司章程》")及国 家相关法律、法规的规定,特制定本规则。 第二条 公司应当严格按照法律、行政法规、本规则及《公司章程》的 ...
昇兴股份: 股东会议事规则
Zheng Quan Zhi Xing· 2025-07-21 10:25
昇兴集团股份有限公司股东会议事规则 第一章 总则 第一条 为规范昇兴集团股份有限公司(以下简称"公司")行为,保证股 东会依法行使职权,根据《中华人民共和国公司法》(以下简称"《公司法》")、 《中华人民共和国证券法》 (以下简称"《证券法》")、中国证券监督管理委员会 (以下简称"中国证监会")发布的《上市公司股东会规则》《上市公司独立董 事管理办法》《上市公司章程指引》、深圳证券交易所发布的《深圳证券交易所 股票上市规则》《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公 司规范运作》(以下简称"《主板上市公司规范运作》")及其他有关法律、法 规、规章、规范性文件和公司章程的有关规定,制定本规则。 第二条 公司应当严格按照法律、行政法规、规章、公司章程和本规则的相 关规定召开股东会,保证股东能够依法行使权利。 公司董事会应当切实履行职责,认真、按时组织股东会。公司全体董事应当 勤勉尽责,确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和公司章程规定的范围内行使职权。 第四条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次, 应当于上一会计年度结束后的 6 个月内举行。 ...
中航重机: 中航重机股东会议事规则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-20 10:13
General Provisions - The rules are established to regulate the behavior of AVIC Heavy Machinery Co., Ltd. and ensure shareholders exercise their rights according to relevant laws and regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [3] Shareholder Meeting Structure - Shareholder meetings are categorized into annual and extraordinary meetings, with annual meetings held once a year within six months after the end of the previous fiscal year [5] - If a shareholder meeting cannot be held within the specified timeframe, the company must report to the local regulatory authority and the stock exchange [3][5] Shareholder Rights and Responsibilities - The shareholder meeting is the company's authority body, responsible for electing directors, approving financial reports, and making decisions on significant transactions [7][8] - Shareholders holding more than 10% of shares can request the board to convene an extraordinary meeting [9][10] Meeting Procedures - The board must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for extraordinary meetings [18] - The meeting must be held at the company's registered address or another designated location, allowing for both in-person and proxy attendance [23] Voting and Decision-Making - Each share carries one vote, and shareholders must express their opinions as agree, disagree, or abstain [17] - The voting results must be announced immediately after the meeting, and the resolutions must be disclosed promptly [42][43] Legal Compliance and Accountability - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request the court to annul such resolutions within 60 days [20][21] - The company must ensure that all decisions made at the shareholder meeting are executed in accordance with the law and the company's articles of association [20][21]
东利机械: 股东会议事规则
Zheng Quan Zhi Xing· 2025-07-16 16:12
Core Points - The document outlines the rules for the shareholders' meeting of Baoding Dongli Machinery Manufacturing Co., Ltd, aiming to standardize procedures and protect shareholders' rights [1][2][3] - The shareholders' meeting is the highest authority and decision-making body of the company, which must operate within the legal framework established by the Company Law and the company's articles of association [3][4] - Shareholders have the right to attend or appoint proxies to attend the meeting, and they must comply with relevant laws and regulations [2][3] Group 1 - The rules apply to the convening, proposing, notifying, and conducting of shareholders' meetings, binding all shareholders, directors, and management [1][2] - The board of directors is responsible for convening the shareholders' meeting in a timely manner, ensuring its legality and efficiency [1][3] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [3][4] Group 2 - The company must report to the China Securities Regulatory Commission and the Shenzhen Stock Exchange if it cannot hold the annual or temporary shareholders' meeting within the specified time [4][5] - The meeting can be held at the company's registered address or another location determined by the board of directors, with provisions for online voting to facilitate participation [4][5] - Legal opinions will be sought on the legality of the meeting's procedures and the qualifications of attendees [5][6] Group 3 - Shareholders holding more than 10% of the company's shares can request a temporary shareholders' meeting, and the board must respond within ten days [6][8] - The board must provide necessary support for meetings convened by the audit committee or shareholders, including access to the shareholder register [9][10] - Proposals for the meeting must be within the scope of the shareholders' meeting authority and comply with legal and regulatory requirements [20][21] Group 4 - The notice for the annual meeting must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [11][12] - The notice must include details such as the meeting time, location, agenda, and the rights of shareholders to attend and vote [12][13] - Voting can be conducted through various methods, including online platforms, to enhance accessibility for shareholders [21][22] Group 5 - The shareholders' meeting decisions can be classified into ordinary and special resolutions, with different voting thresholds required for each [46][47] - Ordinary resolutions require a simple majority, while special resolutions require at least two-thirds of the votes [46][48] - The company must ensure that the voting process is transparent and that results are disclosed promptly [67][68]
概伦电子: 上海概伦电子股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-07-15 12:16
General Provisions - The rules are established to standardize the decision-making process of the shareholders' meeting of Shanghai Gaolun Electronics Co., Ltd. and ensure compliance with relevant laws and regulations [1][2] - These rules apply to the company, all shareholders, shareholder agents, directors, senior management, and other relevant attendees [1] Powers of the Shareholders' Meeting - The shareholders' meeting is the power institution of the company and exercises its powers within the scope defined by the Company Law and the company’s articles of association [2][3] - The shareholders' meeting has the authority to elect and replace directors, approve major asset transactions, and decide on changes in fundraising purposes, among other matters [2][3][4] Transaction Approval Criteria - Transactions involving assets exceeding 50% of the company's audited total assets or 50% of the company's market value must be submitted for shareholders' approval [4][5] - Specific thresholds for transactions related to net profit and revenue are also established, requiring approval if they exceed certain amounts [4][5] Shareholders' Meeting Types and Scheduling - The company holds an annual shareholders' meeting within six months after the end of the previous fiscal year and can hold temporary meetings as needed [5][6] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient directors or significant losses [6][7] Meeting Procedures - Shareholders can attend in person or via proxy, and the company must ensure a proper order during the meeting [6][30] - Legal opinions must be obtained on the legality of the meeting's procedures and the qualifications of attendees [6][12] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [10][21] - Notifications for meetings must be sent out in advance, detailing the time, place, and agenda [12][21] Voting and Resolutions - Voting can be conducted in person, online, or through other means, and resolutions require a majority or two-thirds majority depending on the type of resolution [45][46] - Special resolutions are required for significant corporate actions such as capital changes or mergers [46][47] Record Keeping and Transparency - Meeting records must be maintained for at least ten years, documenting attendance, discussions, and voting results [17][43] - The company must treat all shareholders equally and ensure transparency in the voting process [24][25]