股东会议事规则
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中信博: 股东会议事规则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-16 16:27
General Principles - The rules are established to regulate the behavior of Jiangsu CITIC Bo New Energy Technology Co., Ltd. and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][2] Shareholder Meeting Types - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held once a year within six months after the end of the previous fiscal year [2] - Temporary meetings must be convened within two months if circumstances arise that require such meetings [2] Meeting Convening Procedures - The board of directors is responsible for convening shareholder meetings within the specified timeframes [3][4] - Independent directors and the audit committee have the right to propose temporary meetings, and the board must respond within ten days [3][4] Proposal and Notification - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [14] - Shareholders holding at least 1% of shares can submit temporary proposals, which must be announced prior to the meeting [15][16] Meeting Conduct - Shareholder meetings must be held at the company's registered address or a location specified in the articles of association [21] - Shareholders can attend in person or appoint proxies to vote on their behalf [21][22] Voting Procedures - Each share carries one vote, and shareholders must declare their voting intentions as agree, disagree, or abstain [37] - Voting results must be announced immediately after the meeting, and detailed records must be kept [40][41] Decision Making - Resolutions passed at the shareholder meeting must be announced promptly, including details of the voting results and the number of shares represented [40][41] - If a proposal is not approved, it must be highlighted in the announcement [41] Compliance and Enforcement - The company must comply with all legal and regulatory requirements, and failure to do so may result in penalties from regulatory bodies [48][49] - The board and management are responsible for executing shareholder resolutions and ensuring the company's normal operations [16][49]
汉邦科技: 汉邦科技:股东会议事规则
Zheng Quan Zhi Xing· 2025-07-16 16:24
General Provisions - The rules are established to ensure the standardized operation of Jiangsu Hanbang Technology Co., Ltd. and to clarify the responsibilities and powers of the shareholders' meeting, protecting the interests of the company and the legal rights of shareholders [1][2] - The company must strictly convene shareholders' meetings in accordance with laws, regulations, and the company's articles of association [1][2] Shareholders' Meeting Regulations - The shareholders' meeting is the company's authority body, exercising various powers including electing directors, approving reports, and deciding on profit distribution [1][2] - The shareholders' meeting is divided into annual and temporary meetings, with the annual meeting held once a year within six months after the end of the previous fiscal year [2][3] Convening of Shareholders' Meetings - The board of directors must convene the shareholders' meeting within the stipulated time and must respond to proposals from independent directors or shareholders holding more than 10% of shares within ten days [6][7] - If the board does not agree to convene a temporary meeting, independent directors or shareholders can convene it themselves [7][9] Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be submitted in writing [14][15] - The company must issue a notice of the shareholders' meeting at least 20 days before the annual meeting or 15 days before a temporary meeting, including detailed information about the proposals [16][17] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds of the votes [31][32] - Related shareholders must abstain from voting on matters involving conflicts of interest [34][35] Meeting Records - The company must keep detailed records of the meeting, including the time, place, agenda, and attendance [47][48] - The meeting records must be preserved for at least ten years [48][49] Legal Compliance - Any violations of the rules or the company's articles of association can be challenged in court within 60 days of the resolution [24][25] - The rules are an attachment to the company's articles of association and take effect upon approval by the shareholders' meeting [56]
东微半导: 苏州东微半导体股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-07-16 14:13
General Principles - The rules are established to regulate the behavior of Suzhou Dongwei Semiconductor Co., Ltd. and ensure shareholders can exercise their rights according to the Company Law and relevant regulations [1][2] - The company must strictly follow legal and regulatory requirements 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] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [1] Legal Opinions and Procedures - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [2] - The board of directors is responsible for convening meetings within the stipulated time frames [2][3] Rights of Shareholders - Shareholders holding 10% or more of the company's shares can request a temporary meeting, and the board must respond within ten days [3][4] - Independent directors can also propose temporary meetings, requiring a majority agreement from the independent directors [4] Notification and Proposals - Shareholder meeting notifications must be sent out 20 days prior for annual meetings and 15 days for temporary meetings, including all proposal details [6][7] - Proposals must be within the scope of the shareholder meeting's authority and comply with legal requirements [12] Voting and Decision-Making - Shareholders can vote in person or by proxy, and each share carries one vote [19] - Decisions require a simple majority for ordinary resolutions and a two-thirds majority for special resolutions [14][15] Meeting Records and Announcements - Meeting records must be maintained for at least ten years, detailing the meeting's proceedings, attendance, and voting results [41][42] - Resolutions must be announced promptly, including details of attendance and voting outcomes [39][40] Compliance and Legal Recourse - Shareholders can request the court to annul resolutions that violate laws or regulations within 60 days of the decision [18] - The company must comply with court rulings and fulfill disclosure obligations regarding any legal disputes [18]
赛微电子: 股东会议事规则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-16 13:11
General Principles - The rules are established to regulate the behavior of Beijing Saiwei Electronics Co., Ltd. and ensure that shareholders can exercise their rights according to relevant laws and regulations [1][2] - The board of directors is responsible for organizing shareholder meetings in a diligent and timely manner [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 [2] - Temporary meetings are called as needed, and if not held within the specified timeframe, the company must report to the Beijing Securities Regulatory Bureau and Shenzhen Stock Exchange [2] Legal Opinions and Procedures - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, attendance qualifications, and voting results [5] - Independent directors can propose temporary meetings, and the board must respond within ten days [3][4] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be submitted in writing [13] - Shareholders holding more than 1% of shares can propose temporary proposals ten days before the meeting [7] Meeting Conduct - Shareholder meetings must be held at the company's registered address or another specified location, and can also utilize electronic communication methods [11][20] - All shareholders or their proxies registered on the record date have the right to attend and vote [12] Voting and Decision-Making - Voting can be conducted through various methods, including in-person and electronic means, and must be clearly outlined in the meeting notice [17][20] - The results of the voting must be announced immediately after the meeting, and detailed records must be kept [41][45] Record Keeping and Compliance - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [45][46] - The company must ensure that the meeting is conducted continuously until a final resolution is reached [47] Amendments and Interpretations - Any amendments to these rules must be proposed by the board and approved by the shareholders [49][50] - The board is responsible for interpreting these rules [51]
中核科技: 股东会议事规则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-15 16:25
General Principles - The company establishes rules for shareholder meetings to ensure compliance with the Company Law, Securities Law, and its own Articles of Association [1][2] - The company must hold shareholder meetings in accordance with legal and regulatory requirements, ensuring shareholders can exercise their rights [1][2] Calling Shareholder Meetings - The board of directors is responsible for convening shareholder meetings within the specified timeframe [3][5] - Independent directors can propose the convening of temporary shareholder meetings, and the board must respond within 10 days [3][5][6] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within 10 days [6][7] Proposals and Notifications - Proposals must fall within the authority of the shareholder meeting and comply with legal and regulatory requirements [13] - Shareholders holding at least 1% of shares can submit temporary proposals 10 days before the meeting [8][9] - Notifications for annual meetings must be sent 20 days in advance, while temporary meetings require 15 days' notice [9][10] Conducting Shareholder Meetings - Shareholder meetings should be held at the company's registered address unless otherwise specified [20] - Shareholders can attend in person or via authorized representatives, and voting procedures must be clearly outlined [20][21] - The meeting must maintain order, and any disruptions should be reported to relevant authorities [21][22] Voting Procedures - Each share carries one vote, and shareholders must present valid identification to attend [23][24] - Voting results must be announced immediately after the meeting, and detailed records must be kept for at least 10 years [42][43] - Special resolutions require approval from at least two-thirds of the voting rights present [34][35] Post-Meeting Obligations - The company must implement resolutions regarding dividends or capital increases within two months after the meeting [45] - Any invalid resolutions due to legal violations must be reported and rectified [46][47]
科捷智能: 股东会议事规则
Zheng Quan Zhi Xing· 2025-07-15 14:12
General Principles - The rules are established to regulate the behavior of KJ Intelligent Technology Co., Ltd. and ensure shareholders can exercise their rights according to the Company Law and relevant regulations [1] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings to ensure lawful exercise of rights by shareholders [1][2] - The board of directors is responsible for organizing shareholder meetings diligently and on time [1][3] Types of Shareholder Meetings - Shareholder meetings are categorized into annual and extraordinary meetings, with annual meetings held within six months after the end of the previous fiscal year [2] - Extraordinary meetings must be convened within two months if circumstances arise as specified in the Company Law [2] Legal Opinions and Procedures - 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] - The board of directors is responsible for convening meetings, and independent directors can propose extraordinary meetings with written requests [3][4] Proposals and Notifications - Proposals for meetings must be submitted in writing, detailing the proposer’s identity, reasons, and specific proposals [6][15] - Shareholders holding more than 1% of shares can submit temporary proposals ten days before the meeting [6] Meeting Conduct - Meetings must be held at the company's registered address or a location specified in the articles of association, ensuring accessibility for shareholders [21] - Shareholders can attend in person or appoint proxies to vote on their behalf [21][22] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions needing two-thirds approval [36][38] - Voting procedures must ensure that shareholders with conflicts of interest abstain from voting on related matters [41][42] Meeting Records - Detailed records of the meeting must be maintained, including attendance, proposals discussed, and voting results [54][55] - The records must be signed by relevant parties and preserved for at least ten years [55][20] Miscellaneous Provisions - The rules are subject to amendments based on changes in national laws or regulations, and the board of directors is responsible for their interpretation [59][60]
开尔新材: 股东会议事规则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-15 14:11
General Principles - The rules are established to regulate the behavior of Zhejiang Kaili New Materials Co., Ltd. and ensure that the shareholders' meeting is conducted in accordance with the law and the company's articles of association [2][3] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings to ensure shareholders can exercise their rights [2][3] Shareholders' Meeting Organization - 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 [4] - Extraordinary meetings must be convened within two months of certain events, such as insufficient board members or significant losses [4][5] - If the company cannot convene a meeting within the specified time, it must report to the local regulatory authority and announce the reasons [3] Legal Opinions and Procedures - A lawyer must provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [3] - The board of directors is responsible for timely organizing the shareholders' meeting and must respond to requests for extraordinary meetings from independent directors or shareholders holding over 10% of shares [4][6] Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and be clearly defined [13] - Shareholders holding over 1% of shares can submit temporary proposals, which must be disclosed in the meeting notice [14] - Notifications for annual meetings must be sent 20 days in advance, while extraordinary meetings require 15 days' notice [15] Meeting Conduct - The meeting can be held at the company's registered address or other specified locations, and must provide convenient access for shareholders [10] - Shareholders can attend in person or via authorized representatives, and voting can occur through various methods [10][11] - The meeting must maintain order, and any disruptions must be addressed promptly [11] Voting and Resolutions - Each share carries one voting right, and shareholders must declare their voting intentions [12][15] - Voting results must be announced immediately after the meeting, and detailed records must be kept for at least ten years [16][17] - Resolutions passed at the meeting must be implemented within two months [44] Compliance and Enforcement - If the company fails to convene a meeting without justification, the stock exchange may suspend trading [46] - Violations of the rules may lead to disciplinary actions from regulatory authorities [47][48] - The rules serve as an attachment to the company's articles of association and require shareholder approval to take effect [21]
芯原股份: 股东会议事规则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-14 16:29
Core Points - The document outlines the rules and procedures for the shareholders' meeting of Chip Original Microelectronics (Shanghai) Co., Ltd, aiming to ensure legal, orderly, efficient, and equitable exercise of rights by shareholders [1][2][3] Group 1: General Principles - The rules apply to the shareholders' meeting and bind all shareholders, their agents, directors, and other relevant personnel [2] - The company must strictly follow legal and regulatory requirements when convening the shareholders' meeting, ensuring shareholders can exercise their rights [3][4] - The meeting should adhere to a principle of simplicity, avoiding additional benefits for attending shareholders [5] Group 2: Powers of the Shareholders' Meeting - The shareholders' meeting is the power institution of the company, exercising rights within the scope defined by law and the company’s articles of association [6][7] - Certain transactions must be submitted for shareholders' approval if they meet specified thresholds, such as asset total exceeding 50% of total audited assets or transaction amounts exceeding 50% of market value [8][9] Group 3: Meeting Procedures - The shareholders' meeting can be annual or temporary, with the annual meeting required to be held within six months after the end of the previous fiscal year [10][11] - Temporary meetings must be convened within two months of certain events, such as significant losses or requests from shareholders holding over 10% of shares [12][13] Group 4: Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [18][19] - Notifications for meetings must be sent out in advance, detailing the agenda and allowing shareholders to prepare adequately [20][21] Group 5: Voting and Resolutions - Resolutions can be ordinary or special, requiring a majority or two-thirds majority of the voting rights, respectively [43][44] - Voting rights are based on the number of shares held, with each share granting one vote [46][47] Group 6: Meeting Records - The company must maintain detailed records of the meeting, including attendance, proposals discussed, and voting results [63][64] - The rules specify that the meeting records must be preserved for a minimum period [65]
中天服务: 股东会议事规则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-14 12:13
General Principles - The rules are established to regulate the behavior of Zhongtian Service Co., Ltd. and ensure that the shareholders' meeting exercises its powers in accordance with the law [1][2] - The rules apply to the convening, proposing, notifying, and holding of shareholders' meetings [3] Shareholders' Meeting Convening - The company must strictly follow legal and regulatory requirements to convene shareholders' meetings, ensuring shareholders can exercise their rights [3][4] - The shareholders' meeting is categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [3][4] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [3][4] Legal Opinions and Procedures - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [4] - Independent directors can propose temporary meetings, and the board must respond within ten days [5][6] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and comply with legal and regulatory requirements [8][9] - Shareholders holding at least 1% of shares can propose items for discussion, with notifications required 20 days before annual meetings and 15 days before temporary meetings [8][9] Meeting Conduct - The meeting must be held at the company's registered location or another specified place, allowing for both in-person and remote participation [11][12] - The meeting must maintain order, and any disruptions should be reported to relevant authorities [12][13] Voting and Resolutions - Shareholders must abstain from voting on matters where they have a conflict of interest, and the voting results must be disclosed promptly [15][18] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval from attending shareholders [18][19] Record Keeping and Compliance - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [21][22] - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request court annulment within 60 days [22][24]
西部超导: 股东会议事规则
Zheng Quan Zhi Xing· 2025-07-14 11:10
西部超导材料科技股份有限公司 股东会议事规则 西部超导材料科技股份有限公司 第一章 总 则 第一条 为规范西部超导材料科技股份有限公司(以下简称"公司"或"本公司") 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》)、 (以下简称"公司章程")的规定,特制 《中华人民共和国证券法》 (以下简称《证券法》)、 《上海证券交易所科创板股票上市规 则》及《西部超导材料科技股份有限公司章程》 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。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,临时股东会应当在事实发生之日起 2 个 月内召开。 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 ...