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云鼎科技: 云鼎科技股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-07-03 16:27
General Provisions - The rules are established to protect the legal rights of shareholders and regulate the operation of the company in accordance with relevant laws and regulations [1][2] - The company must ensure that shareholders can exercise their rights legally and that the board of directors fulfills its responsibilities diligently [1][2] Shareholder Meeting Regulations - The shareholder meeting has the authority to elect and replace directors, approve reports from the board, and decide on profit distribution plans [2][3] - Decisions regarding capital increases or decreases, bond issuance, mergers, and other significant corporate actions must be made by the shareholder meeting [2][3] - The company must seek shareholder approval for external guarantees exceeding certain thresholds related to net assets and total assets [4][5] Meeting Procedures - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, with provisions for calling temporary meetings under specific circumstances [7][8] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [8][9] - Legal opinions must be obtained to ensure compliance with laws and regulations regarding the meeting's procedures and outcomes [6][7] Proposals and Notifications - Shareholders holding at least 1% of shares can submit proposals ten days before the meeting, which must be included in the meeting notice [10][11] - The notice must provide comprehensive details about the meeting, including time, location, agenda, and voting rights [11][12] Voting and Decision-Making - Voting can be conducted in person or through electronic means, ensuring all shareholders can participate [12][13] - Each share carries one vote, and the company cannot restrict voting rights based on share ownership [26][27] - Resolutions require a simple majority for ordinary matters and a two-thirds majority for special resolutions [46][48] Record Keeping and Disclosure - Meeting records must be maintained, detailing attendance, proposals, discussions, and voting results [30][31] - Resolutions must be disclosed promptly, including details on attendance and voting outcomes, especially for matters affecting minority shareholders [68][69] Amendments and Compliance - The rules are subject to amendments based on changes in national laws or regulations, and the board is responsible for ensuring compliance [75][76]
奥特佳: 奥特佳新能源科技股份有限公司股东会议事规则(草案)
Zheng Quan Zhi Xing· 2025-07-02 16:25
General Principles - The purpose of the shareholder meeting rules is to improve the corporate governance structure of the company and ensure the efficiency of shareholder meetings while protecting shareholders' legal rights [1][2] - The company must strictly adhere to relevant laws and regulations when convening shareholder meetings, ensuring that shareholders can exercise their rights [2][3] Shareholder Meeting Convening - The board of directors is responsible for convening the shareholder meeting within the specified timeframe [3][5] - Independent directors can propose the convening of a temporary shareholder meeting, and the board must respond within ten days [3][5] - Shareholders holding more than 10% of the company's shares can request a temporary shareholder meeting, and the board must respond within ten days [5][6] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and comply with legal and regulatory requirements [7][8] - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for temporary meetings [8][9] - Notifications must include details such as meeting time, location, agenda, and the rights of shareholders to attend and vote [8][9] Meeting Procedures - The shareholder meeting should be held at the location specified in the company's articles of association, combining in-person attendance with online voting [19][20] - All shareholders registered on the equity registration date have the right to attend and vote at the meeting [20][21] - The meeting must be presided over by the chairman of the board or a designated representative [28][29] Voting and Resolutions - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [50][51] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds of the votes [50][51] - The results of the voting must be disclosed promptly, including the number of shareholders present and the voting results for each proposal [53][54] Record Keeping and Compliance - Meeting records must be maintained for ten years, including details of the meeting, attendance, and voting results [34][35] - The company must comply with legal obligations regarding the disclosure of meeting resolutions and any disputes regarding the validity of resolutions [21][22]
华谊集团: 股东会议事规则(2025年修订)
Zheng Quan Zhi Xing· 2025-07-01 16:21
General Provisions - The rules are established to regulate the behavior of Shanghai Huayi Group Co., Ltd. and ensure shareholders can exercise their rights according to the Company Law, Securities Law, and the company's articles of association [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 extraordinary meetings, with annual meetings held within six months after the end of the previous fiscal year [1][2] - Extraordinary meetings must be convened within two months if certain conditions arise [4][5] Legal Opinions and Compliance - 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 rules become legally binding for all shareholders, directors, and senior management upon effectiveness [2][3] Shareholder Meeting Authority - The shareholder meeting is the company's authority body, responsible for electing directors, approving financial budgets, and making decisions on significant asset transactions [3][4] - Specific powers include approving changes in fundraising purposes and employee stock ownership plans [3][4] Extraordinary Meetings - Extraordinary meetings must be convened under specific circumstances, such as insufficient directors or significant unremedied losses [4][5] - Shareholders holding more than 10% of shares can request an extraordinary meeting [5][6] Proposals and Notifications - Proposals must fall within the authority of the shareholder meeting and be submitted in writing [8][19] - Shareholders holding more than 1% of shares can propose temporary items ten days before the meeting [8][19] Meeting Procedures - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for extraordinary meetings [9][10] - The notification must include details about the meeting time, location, and agenda [9][10] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [43][45] - Shareholders must abstain from voting on matters where they have a conflict of interest [47] Meeting Records - The company must maintain detailed records of the meeting, including attendance, proposals, and voting results [66][67] - Meeting records must be preserved for at least ten years [67][68] Compliance and Enforcement - The company must comply with all legal and regulatory requirements, and failure to do so may result in penalties from regulatory authorities [25][26] - Shareholders can challenge resolutions in court if they believe the meeting procedures were not followed [22][25]
嘉事堂: 嘉事堂药业股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-06-30 16:45
Summary of Key Points Core Viewpoint The document outlines the rules and regulations governing the shareholders' meetings of Jiasitang Pharmaceutical Co., Ltd., ensuring the protection of shareholders' rights and the proper functioning of the company in accordance with relevant laws and regulations. Group 1: General Provisions - The rules are established to regulate the behavior of the company and protect the legal rights of shareholders, ensuring efficient and lawful operation of the shareholders' meeting [1][2] - The rules apply to all shareholders, their representatives, and company officials, binding them to adhere to the established guidelines [2][3] - The shareholders' meeting is the power institution of the company, responsible for electing directors, approving financial reports, and making decisions on capital changes and major asset transactions [2][4] Group 2: Shareholders' Meeting Procedures - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [5] - Temporary meetings can be called within two months of certain events, such as insufficient directors or significant losses [6][7] - The company must report to regulatory bodies if it fails to convene a meeting within the specified time [7][8] Group 3: Proposals and Notifications - Shareholders can propose agenda items, which must comply with legal and regulatory requirements [17][18] - The board must notify shareholders of the meeting details at least 20 days in advance for annual meetings and 15 days for temporary meetings [22][23] - Proposals not included in the meeting notice cannot be voted on [10][11] Group 4: Voting and Resolutions - Voting is conducted by registered shareholders, with each share representing one vote [37] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval [39][40] - The company must disclose the results of the voting and the details of the resolutions passed [51][52] Group 5: Execution and Information Disclosure - The board is responsible for executing the resolutions made during the shareholders' meeting [52] - Information regarding the meetings and resolutions must be disclosed in accordance with the company's disclosure policies and relevant laws [21][22] - The rules can be amended based on changes in laws or decisions made by the shareholders' meeting [56][57]
新兴装备: 股东会议事规则
Zheng Quan Zhi Xing· 2025-06-30 16:33
Core Points - The document outlines the rules for the shareholders' meeting of Beijing Xinxing Dongfang Aviation Equipment Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The company is required to hold an annual shareholders' meeting within six months after the end of the previous fiscal year and can convene temporary meetings under specific circumstances [2][3] - The board of directors is responsible for organizing the meetings, and if they fail to do so, the audit committee or shareholders holding more than 10% of shares can convene the meeting [3][6] Group 1: General Provisions - The rules are established to regulate the company's behavior and ensure shareholders can exercise their rights [1] - The company must hire a lawyer to provide legal opinions on the legality of the meeting procedures [1][4] Group 2: Meeting Convening - The board must convene the shareholders' meeting within the specified time frame and notify shareholders accordingly [3][5] - If the board does not convene the meeting, the audit committee or shareholders with significant holdings can take action to convene it [6][7] Group 3: Proposals and Notifications - Proposals must be within the scope of the shareholders' meeting authority and submitted in writing [14][15] - Notifications for annual meetings must be sent 20 days in advance, while temporary meetings require a 15-day notice [8][9] Group 4: Meeting Registration and Conduct - The meeting must be held at the company's registered location, and shareholders can attend in person or via authorized representatives [22][23] - The company must ensure the meeting is orderly and address any disruptions [10][11] Group 5: Voting and Resolutions - Each share carries one vote, and the company cannot restrict voting rights based on shareholding percentages [38][39] - Resolutions require a simple majority for ordinary matters and a two-thirds majority for special resolutions [48][49] Group 6: Record Keeping and Execution - Meeting records must be maintained, detailing the proceedings, attendance, and voting results [19][20] - The company must inform shareholders of the resolutions passed and implement them within two months [57][58]
安恒信息: 股东会议事规则
Zheng Quan Zhi Xing· 2025-06-30 16:22
第一条 为维护杭州安恒信息技术股份有限公司(以下简称"公司")及公 司股东的合法权益,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》")、 杭州安恒信息技术股份有限公司 股东会议事规则 杭州安恒信息技术股份有限公司 第一章 总 则 《上市公司股东会规则(2025 年修订)》和《杭州安恒信息技术股份有限公司章 程》(以下简称"《公司章程》")以及国家相关法律、行政法规的规定,制定 本规则。 第二条 公司应当严格按照法律、行政法规、《公司章程》及本规则的相关 规定召开股东会,保证股东能够依法行使权利。 第三条 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。 第四条 本规则适用于公司年度股东会和临时股东会(以下统称"股东 会")。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: (一)会议的召集、召开程序是否符合法律、行政法规、本规则和《公司章 程》的规定; (二)出席会议人员的资格、召集 ...
ST中迪: 北京中迪投资股份有限公司股东会议事规则(草案)
Zheng Quan Zhi Xing· 2025-06-27 16:48
北京中迪投资股份有限公司股东会议事规则 (尚需提交公司股东大会审议,并需经股东大会以特别决议方式审议通过) 第一章 总则 第一条 为进一步明确北京中迪投资股份有限公司(以下简称"公司")股东 会的职责权限,规范其运作程序,充分发挥股东会的作用,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》、《北京中迪投资股份有限公司章程》(以下简 称"《公司章程》")及有关规定,制定本规则。 第二条 公司应当严格按照法律、行政法规、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。 北京中迪投资股份有限公司 股东会议事规则 第二章 股东会的一般规定 第四条 股东会是公司的权力机构,依法行使下列职权: (一)选举和更换董事,决定有关董事的报酬事项; (二)审议批准董事会的报告; (三)审议批准公司的利润分配方案和弥补亏损方案; (四)对 ...
海鸥住工: 股东会议事规则(2025年06月)
Zheng Quan Zhi Xing· 2025-06-25 19:45
General Principles - The rules are established to protect the legal rights of the company and its shareholders, ensuring the proper exercise of shareholder meeting powers in accordance with relevant laws and regulations [1][27] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][3] Nature and Powers of the Shareholder Meeting - The shareholder meeting is the highest authority of the company [3] - The meeting has the authority to elect and replace directors, approve remuneration, and make decisions on significant corporate actions such as mergers, asset sales exceeding 30% of total assets, and amendments to the articles of association [4][22] Convening of Shareholder Meetings - Shareholder meetings are categorized into annual and temporary meetings, with specific timelines for their convening [3][5] - The board of directors is responsible for timely convening of meetings and must report to regulatory authorities if unable to do so [6][8] Proposals and Notifications - Proposals for the shareholder meeting must fall within its authority and be clearly defined [14] - Shareholders holding more than 1% of shares can submit proposals 10 days before the meeting [9] Conducting the Meeting - The meeting must be held at the company's registered location and can utilize online methods for shareholder participation [12][13] - Shareholders can attend in person or through proxies, and each share carries one vote [12][13] Voting Procedures - Voting can be conducted through various methods, and the results must be announced immediately [19][21] - Ordinary resolutions require a majority, while special resolutions require two-thirds approval from attending shareholders [53][55] Record Keeping and Execution - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least 10 years [23][24] - The board of directors is responsible for executing the resolutions passed during the shareholder meeting [25]
冠中生态: 股东会议事规则(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-23 12:01
General Principles - The rules are established to regulate the behavior of Qingdao Guanzhong Ecological Co., Ltd. and ensure that the shareholders' meeting exercises its rights according to the Company Law and relevant regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings to ensure shareholders can exercise their rights [1][2] Shareholders' Meeting Convening - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [1][2] - A temporary shareholders' meeting must be convened within two months under specific circumstances, such as insufficient directors or significant losses [1][2][3] - If the company cannot convene a shareholders' meeting within the specified time, it must report to the regulatory authorities and disclose the reasons [2] Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and comply with legal and regulatory requirements [5][6] - Shareholders holding more than 1% of shares can propose items for discussion at the shareholders' meeting [5][6] - Notifications for annual meetings must be sent 20 days in advance, while notifications for temporary meetings must be sent 15 days in advance [6][7] Meeting Procedures - The shareholders' meeting should be held at the company's registered address or another designated location [7][8] - Shareholders can attend in person or appoint proxies to vote on their behalf [8][9] - The meeting must maintain order, and any disruptive behavior should be reported to the relevant authorities [8][9] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [11][12] - Certain significant matters, such as capital changes or mergers, require special resolutions [12][13] - Voting results must be disclosed promptly, including the number of shareholders present and the voting outcomes [16][17] Record Keeping - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for ten years [17][18] - The company must ensure that the meeting records are accurate and complete [17][18] Legal Compliance - Any disputes regarding the legality of the convening process or resolutions must be addressed through legal channels [18][19] - Shareholders can request the annulment of resolutions that violate laws or regulations within 60 days of the resolution being made [19]
领益智造: 股东会议事规则
Zheng Quan Zhi Xing· 2025-06-20 10:59
General Principles - The rules are established to regulate the behavior of Guangdong Lingyi Intelligent Manufacturing Co., Ltd. and ensure shareholders can exercise their rights according to the Company Law and Securities Law [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 within six months after the end of the previous fiscal year [1][2] - Temporary meetings are called as needed, within two months of the occurrence of specific circumstances outlined in the Company Law [1][2] Meeting Convening Procedures - The board of directors is responsible for convening meetings within the specified timeframes [2][3] - Independent directors can 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 [7][8] - Shareholders holding more than 1% of shares can submit proposals ten days before the meeting [7][8] Meeting Conduct - Meetings must be held at the company's registered location and can utilize online methods for shareholder participation [20][21] - All shareholders or their proxies have the right to attend and vote at the meeting [20][21] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [36][38] - Voting must be conducted in a transparent manner, with results announced immediately [46][47] Record Keeping - Meeting records must be maintained for at least ten years, documenting all relevant details including attendance and voting results [34][35] Legal Compliance - Any disputes regarding the legality of the meeting or resolutions can be brought to court, but the resolutions must be executed until a court ruling is made [23][24] Implementation - The rules take effect upon approval by the shareholder meeting and are subject to interpretation by the board of directors [57]