股东会规则

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永艺股份: 永艺家具股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-09-01 10:11
Core Points - The document outlines the rules and procedures for the shareholders' meetings of Yongyi Furniture Co., Ltd, aiming to enhance corporate governance and protect shareholders' rights [2][24] - The shareholders' meeting is the highest authority of the company, consisting of all shareholders, and can be categorized into annual and temporary meetings [2][3] - Legal opinions must be obtained for the convening and voting procedures of the shareholders' meeting to ensure compliance with laws and regulations [4][5] Shareholders' Meeting Authority - The shareholders' meeting has the authority to make decisions on significant matters as stipulated by the Company Law and the company's articles of association [6][7] - Major transactions exceeding 30% of the company's audited total assets must be approved by the shareholders' meeting [8][19] - The company must seek approval from the shareholders' meeting for external guarantees exceeding 10% of the latest audited net assets [10][19] Meeting Procedures - The board of directors is responsible for convening the shareholders' meeting within the specified timeframe [14][15] - Shareholders holding more than 10% of the shares can request a temporary shareholders' meeting, and the board must respond within 10 days [9][10] - The notice for the shareholders' meeting must be sent out at least 20 days in advance for annual meetings and 15 days for temporary meetings [23][24] Voting and Resolutions - Each share carries one vote, and resolutions can be passed by a simple majority or a two-thirds majority depending on the type of resolution [45][46] - Related shareholders must abstain from voting on transactions involving them, ensuring transparency and fairness [50][20] - The results of the voting must be announced immediately after the meeting, and detailed records must be kept for at least 10 years [62][63]
ST华通: 股东会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Core Points - The document outlines the rules for the shareholders' meeting of Zhejiang Century Huatong Group Co., Ltd, ensuring compliance with relevant laws and regulations [1][10] - The company emphasizes the importance of shareholder rights and the responsibilities of the board of directors in organizing meetings [1][2] Group 1: General Provisions - The company must convene shareholders' meetings in accordance with the Company Law, Securities Law, and its own articles of association [1] - Shareholders' meetings are categorized into annual and extraordinary meetings, with specific timelines for their convening [1][2] - Legal opinions must be obtained for the meeting's procedures, participant qualifications, and voting results [1][2] Group 2: Convening Shareholders' Meetings - The board of directors is responsible for timely convening meetings, with independent directors having the right to propose extraordinary meetings [2][3] - Shareholders holding more than 10% of shares can request the board to convene an extraordinary meeting, and if the board fails to respond, they can approach the audit committee [2][3] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting and be clearly defined [3][4] - Shareholders holding at least 1% of shares can submit supplementary proposals, but these must comply with legal and regulatory requirements [3][4] - Notifications for meetings must be sent out in advance, detailing all proposals and necessary information for shareholders [3][4] Group 4: Conducting Shareholders' Meetings - Meetings should be held at the company's registered location, allowing for both in-person and remote participation [4][5] - The meeting must be presided over by the chairman or a designated director, ensuring order and addressing any disruptions [4][5] - Voting procedures must be clearly outlined, with provisions for cumulative voting in certain circumstances [6][7] Group 5: Decision-Making and Disclosure - Decisions made during the meeting must be promptly announced, including details on attendance and voting results [8][9] - The company is required to maintain records of the meeting, ensuring transparency and accountability [9][10] - Any resolutions that violate laws or regulations are deemed invalid, and shareholders have the right to challenge such decisions [9][10]
中远海特: 中远海运特种运输股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-08-29 17:34
Core Points - The document outlines the rules for the shareholders' meeting of China COSCO Shipping Specialized Carriers Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The company must hold annual and temporary shareholders' meetings, with specific conditions under which temporary meetings can be called [4][5][6] - Legal opinions must be obtained for the meeting's procedures and participant qualifications [6][8] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within a specified timeframe [5][6][7] - The document specifies the notification requirements for shareholders regarding meeting details and proposals [13][15][16] Group 1 - The company must strictly adhere to laws and regulations when convening shareholders' meetings [1][2] - Shareholders' meetings are categorized into annual and temporary meetings, with specific timelines for each [4][5] - Legal opinions are required to validate the meeting's procedures and participant qualifications [6][8] Group 2 - Shareholders with over 10% ownership can request a temporary meeting, and the board has a 10-day response window [5][6] - Notification of meetings must include detailed information about the agenda and voting procedures [13][15] - The document outlines the voting rights and procedures for shareholders during meetings [19][21]
钱江水利: 钱江水利开发股份有限公司股东会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:12
Core Points - The document outlines the governance structure and operational rules for Qianjiang Water Conservancy Development Co., Ltd, ensuring that the shareholders' meeting operates independently and in compliance with relevant laws and regulations [1][2][3]. Group 1: Shareholder Meeting Structure - The company must hold annual shareholder meetings within six months after the end of the previous fiscal year and can convene temporary meetings under specific circumstances [1][4]. - Temporary meetings must be held within two months of certain events, such as insufficient board members or significant losses [1][4][5]. - Legal opinions must be obtained for the meeting's procedures, participant qualifications, and voting results [2][5]. Group 2: Powers of the Shareholder Meeting - The shareholder meeting is the company's authority body, responsible for electing directors, approving financial reports, and making decisions on profit distribution and capital changes [3][4]. - The meeting can also approve significant transactions, including mergers, asset sales, and related party transactions [4][5]. - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [6][7]. Group 3: Proposal and Notification Procedures - Proposals must be within the powers of the shareholder meeting and clearly defined [8][9]. - Shareholders holding at least 1% of shares can submit proposals ten days before the meeting [9][10]. - The board must provide detailed information on proposals involving significant financial implications [10][11]. Group 4: Meeting Conduct and Voting - The shareholder meeting must be held at the company's registered location, allowing for both in-person and proxy attendance [12][13]. - Voting can occur through various methods, including online, with specific timelines for voting [12][13][14]. - The meeting must ensure orderly conduct and address any disruptions promptly [15][16]. Group 5: Decision-Making and Announcements - Resolutions can be ordinary or special, with different voting thresholds required for each type [47][48]. - The results of the voting must be announced immediately, and detailed records must be kept [58][59]. - The company must disclose the resolutions and voting results to the stock exchange promptly [68][69].
天普股份: 股东会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 16:52
General Principles - The rules are established to regulate the company's behavior and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company must hold shareholder meetings in strict accordance with legal and regulatory requirements, ensuring the board of directors fulfills its responsibilities [1][2] Shareholder Meeting Authority - The shareholder meeting is the company's authority body, responsible for electing directors, approving reports, and making decisions on profit distribution, among other key matters [1][2] - The meeting can also decide on significant asset transactions exceeding 30% of the company's audited total assets [1] Types of Shareholder Meetings - There are annual and temporary shareholder meetings, with annual meetings required to be held within six months after the end of the previous fiscal year [2][3] - Temporary meetings must be convened within two months when specific conditions arise [2] Legal Opinions and Compliance - A lawyer must provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [2][3] Proposals and Notifications - Proposals for the shareholder meeting must fall within its authority and be clearly defined [7][8] - Shareholders holding 1% or more of shares can submit proposals, and notifications must be sent out 20 days prior to annual meetings and 15 days for temporary meetings [8][9] Meeting Procedures - The meeting must be held at the company's registered location, and provisions must be made for shareholders to participate via various means [9][10] - The meeting must ensure order and address any disruptions promptly [9][10] Voting and Decision-Making - Each share carries one vote, and shareholders must provide identification to attend [10][11] - Voting results must be announced immediately after the meeting, and decisions must be documented accurately [16][17] Record Keeping and Disclosure - Meeting records must include details such as time, location, attendees, and voting outcomes, and must be preserved for at least ten years [17][18] - Any resolutions passed must be disclosed promptly, including details of the voting results [16][18] Amendments and Legal Compliance - Any amendments to the company's articles of association must comply with these rules and relevant laws [19][20] - The company must ensure that all resolutions are executed in accordance with legal requirements and shareholder rights [19][20]
三生国健: 三生国健药业(上海)股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-08-29 13:12
General Principles - The rules are established to protect the legal rights of shareholders and ensure the proper functioning of the shareholders' meeting in accordance with relevant laws and regulations [1][2][3] - The shareholders' meeting is the highest authority of the company and has specific powers defined by law and the company's articles of association [1][2] Shareholders' Meeting Types - There are two types of shareholders' meetings: annual and temporary [2] - The annual meeting must be held within six months after the end of the previous fiscal year, while temporary meetings can be called under specific circumstances within two months [2][3] Proposals and Notifications - Shareholders holding more than 1% of shares can propose agenda items for the meeting, and proposals must be submitted in writing [7][8] - Notifications for the annual meeting must be sent 20 days in advance, while notifications for temporary meetings must be sent 15 days in advance [9][10] Meeting Procedures - The meeting must be held at the company's registered address or another designated location, and it should be conducted in a manner that ensures order and compliance with legal requirements [21][22] - The meeting must include a record of attendees, proposals discussed, and voting results [20][21] Voting and Resolutions - Voting is conducted by registered shareholders, and each share carries one vote unless otherwise specified [15][16] - Resolutions can be classified as ordinary or special, with different thresholds for approval: ordinary resolutions require a simple majority, while special resolutions require two-thirds of the votes [16][17] Execution of Resolutions - The board of directors is responsible for executing the resolutions passed at the shareholders' meeting, and any violations of laws or regulations can lead to invalidation of the resolutions [58][59][60] Amendments to Rules - The rules may be amended if they conflict with changes in laws or the company's articles of association, and such amendments must be approved by the shareholders' meeting [63][64]
光大嘉宝: 光大嘉宝股份有限公司股东会规则(2025年8月修订稿)
Zheng Quan Zhi Xing· 2025-08-29 11:44
General Principles - The rules are established to regulate company behavior 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 extraordinary meetings, with annual meetings held within six months after the end of the previous fiscal year [1][2] - Extraordinary meetings are convened as needed, particularly when specified conditions arise [1][2] 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] Meeting Convening - The board of directors is responsible for convening meetings within the specified timeframe [2][3] - Independent directors can propose extraordinary meetings, and the board must respond within ten days [2][3] Proposals and Notifications - Shareholders holding at least 1% of shares can submit proposals ten days before the meeting [5][6] - Notifications must disclose all proposal details and relevant materials for shareholders to make informed decisions [6][7] Meeting Procedures - Meetings must be held at the company's registered location, and shareholders can attend in person or via authorized representatives [7][8] - Voting procedures must be clearly outlined in the meeting notifications [7][8] Voting and Decision Making - Each share carries one vote, and shareholders must declare their voting intentions [10][11] - The board must report on its activities during the annual meeting, and independent directors must also provide reports [9][10] Record Keeping - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for a minimum of ten years [12][13] 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 [15][16] - Shareholders can challenge decisions made at meetings if they believe legal procedures were not followed [14][15]
华阳股份: 山西华阳集团新能股份有限公司股东会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 11:44
Core Points - The document outlines the rules for the shareholders' meeting of Shanxi Huayang Group New Energy Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The company emphasizes the importance of timely and lawful convening of shareholders' meetings, including annual and temporary meetings [4][6] - The rules specify the procedures for proposing and notifying shareholders' meetings, including the rights of shareholders to propose temporary meetings [7][9] Group 1 - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings to ensure shareholders can exercise their rights [3][4] - Shareholders' meetings can be held in person or via online voting, with provisions for notifying changes in meeting locations [4][5] - Legal opinions must be obtained on the legality of the meeting's procedures, attendance qualifications, and voting results [6][7] Group 2 - The board of directors is responsible for convening meetings within specified timeframes, and independent directors can propose temporary meetings [8][9] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting, and if the board fails to respond, they can approach the audit committee [10][11] - The audit committee or shareholders can independently convene meetings if the board does not fulfill its responsibilities [12][13] Group 3 - Proposals for meetings must be within the scope of the shareholders' authority and comply with legal and regulatory requirements [14][15] - Notifications for meetings must include detailed information about the agenda, voting procedures, and the rights of shareholders to attend [16][17] - The company must ensure that all proposals are clearly communicated to shareholders prior to the meeting [18][19] Group 4 - The rules outline the voting process, including the distinction between ordinary and special resolutions, and the required majority for approval [40][41] - Shareholders must be informed of the voting results and the details of the resolutions passed during the meeting [58][59] - The company is required to maintain records of the meeting and ensure compliance with disclosure requirements [29][30]
淮河能源: 淮河能源(集团)股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-08-29 11:44
Core Points - The document outlines the rules and regulations governing the shareholders' meetings of Huaihe Energy Group Co., Ltd, ensuring the protection of shareholders' rights and compliance with relevant laws and regulations [1][2][4]. Group 1: General Provisions - The rules are established to protect the legal rights of the company and its shareholders, clarifying the responsibilities and powers of the shareholders' meeting [1]. - The rules apply to all shareholders, their agents, directors, general managers, and other relevant personnel attending the meeting [1][2]. - The company must strictly adhere to legal and regulatory requirements when convening shareholders' meetings [1][2]. Group 2: Meeting Procedures - Shareholders and their agents must comply with relevant laws and regulations, maintaining order during meetings [2]. - The company is required to provide online voting options for shareholders and must follow specific notification and announcement obligations [2][3]. - Annual shareholders' meetings must be held within six months after the end of the previous fiscal year, while temporary meetings must be convened within two months under certain conditions [2][3]. Group 3: Rights and Powers of Shareholders - Shareholders have the right to attend or appoint agents to attend meetings and exercise their rights to information, speech, inquiry, and voting [1][2]. - The shareholders' meeting is the highest authority of the company, with powers including electing directors, approving profit distribution plans, and making decisions on capital changes [4][5]. Group 4: Proposals and Notifications - Proposals for the shareholders' meeting must fall within the scope of the meeting's powers and be clearly defined [13][24]. - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for temporary meetings [27][28]. Group 5: Voting and Resolutions - Voting at the shareholders' meeting is conducted by registered shareholders or their agents, with each share carrying one vote [55][58]. - Resolutions can be classified as ordinary or special, with different thresholds for approval [58][59]. - The results of the voting must be announced, and the meeting records must include detailed information about the proceedings and outcomes [80][81].
安迪苏: 蓝星安迪苏股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-08-29 10:25
蓝星安迪苏股份有限公司 股东会议事规则 蓝星安迪苏股份有限公司 股东会议事规则 蓝星安迪苏股份有限公司 股东会议事规则 第一章 总则 第一条 为规范公司行为,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》 《上海证券交易所股票上市规则》和《上市公司股东会规则》等有 关法律、行政法规和《蓝星安迪苏股份有限公司章程》 ( 以下简称 《公司章程》)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、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,出现以下情形时,临时股东会应当在2个月内召开: (一)董事人数不足《公司法》规定人数或者《公司章程》所定 人数的 2/3 时; (二)公司未弥补的亏损达实收股本总额的 1/3 时 ...