股东会议事规则
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和林微纳: 股东会议事规则(草案)
Zheng Quan Zhi Xing· 2025-09-01 13:08
Core Points - The document outlines the rules and regulations governing the shareholders' meetings of Suzhou Helin Micro-Nano Technology Co., Ltd, ensuring compliance with relevant laws and regulations [1][21] - The company emphasizes the importance of timely and lawful convening of shareholders' meetings, detailing the roles and responsibilities of the board of directors and independent directors in this process [2][3] Group 1: Shareholders' Meeting Organization - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, while temporary meetings can be convened as needed [1][2] - Independent directors can propose the convening of temporary shareholders' meetings, and the board must respond within ten days [2][3] - Shareholders holding more than 10% of the company's shares can request the board to convene a temporary meeting, with similar response requirements [3][4] Group 2: Legal Compliance and Procedures - Legal opinions must be obtained regarding the legality of the meeting's procedures, participant qualifications, and voting results [2][3] - The company must ensure that all proposals for the shareholders' meeting are within the scope of the meeting's authority and comply with legal requirements [5][6] - Notifications for annual and temporary meetings must be sent out in advance, with specific timelines for each type of meeting [6][7] Group 3: Voting and Decision-Making - Shareholders can vote in person or by proxy, and the company must provide clear instructions for voting procedures [8][9] - The voting results must be announced immediately after the meeting, and the resolutions must be disclosed in a timely manner [12][42] - Ordinary resolutions require a simple majority, while special resolutions require a two-thirds majority of the votes cast [17][18] Group 4: Record Keeping and Transparency - The company is required to maintain detailed records of the meetings, including attendance, proposals discussed, and voting outcomes [18][19] - Any changes to previous resolutions must be highlighted in the announcements following the meetings [17][19] - The company must ensure that the rights of minority shareholders are protected and that they can exercise their voting rights without obstruction [20][21]
海汽集团: 海汽集团2025年第三次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-09-01 10:19
Core Points - The company is holding its third extraordinary general meeting of shareholders in 2025 to ensure the rights of all shareholders and maintain order and efficiency during the meeting [1][2][3] - The meeting will include discussions on several key proposals, including the establishment of rules for shareholder meetings, cumulative voting procedures, and the appointment of the auditing firm for 2025 [4][5][6] Meeting Procedures - Shareholders wishing to speak must raise their hands and introduce themselves, stating their shareholding details, with a limit of two speeches per shareholder, each not exceeding five minutes [2][3] - Voting will be conducted through written and online methods, with each share carrying one vote [2][3] - The company will not distribute gifts to attendees to protect the interests of all shareholders [3] Agenda Items - The agenda includes the establishment of rules for shareholder meetings, cumulative voting implementation details, and network voting procedures [4][6][7] - A proposal to revise the board meeting rules is also on the agenda [10] - The company plans to reappoint the auditing firm, Deloitte Touche Tohmatsu Certified Public Accountants LLP, for the 2025 fiscal year [11][14] Auditing Firm Details - Deloitte Touche Tohmatsu was established on December 22, 2011, and has nearly 6,000 employees, including 1,359 registered accountants [11][12] - The firm reported a revenue of 2.614 billion yuan in 2024, with 2.103 billion yuan from auditing services [11] - The proposal for reappointment has been approved by the company's audit committee and board of directors [14]
诺思兰德: 股东会议事规则
Zheng Quan Zhi Xing· 2025-09-01 10:11
Group 1 - The company held its 22nd meeting of the 6th Board of Directors on September 1, 2025, where it approved the proposal to revise the "Rules of Shareholders' Meetings" [1][2] - The proposal received unanimous support with 9 votes in favor, and it will be submitted for shareholder meeting review [1][2] - The revised rules aim to standardize the company's operations and ensure shareholders can exercise their rights in accordance with relevant laws and regulations [2][3] Group 2 - The rules specify that the company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, and temporary meetings must be convened within two months when required [2][4] - The board of directors is responsible for organizing the meetings and must ensure compliance with legal and regulatory requirements [2][4] - Legal opinions must be obtained for the meeting's procedures, participant qualifications, and voting results to ensure validity [2][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 [4][5] - If the board does not respond or refuses the request, the shareholders can approach the audit committee to convene the meeting [5][6] - The audit committee or shareholders can independently convene a meeting if the board fails to fulfill its responsibilities [5][6] Group 4 - Proposals for the shareholders' meeting must fall within the scope of the meeting's authority and comply with legal and regulatory requirements [7][8] - Shareholders holding at least 1% of the shares can submit supplementary proposals before the meeting [7][8] - The notice for the annual meeting must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [7][8] Group 5 - The company must ensure that the meeting is held at the specified location and cannot change the venue without valid reasons [8][9] - Shareholders can attend in person or through authorized representatives, and the company must provide necessary facilities for participation [9][10] - Voting procedures must be clearly outlined in the meeting notice, including the timing for online voting [9][10] Group 6 - The company must disclose the results of the voting and the details of the resolutions passed at the meeting promptly [19][20] - If a proposal is not approved, it must be highlighted in the announcement of the meeting's resolutions [19][20] - The meeting records must include comprehensive details such as the time, location, attendees, and voting results, and must be preserved for at least ten years [20][21]
悍高集团: 股东会议事规则
Zheng Quan Zhi Xing· 2025-08-29 17:47
General Principles - The rules are established to protect the legal rights of the company and its shareholders, ensuring that the shareholders can exercise their rights according to relevant laws and regulations [1][2] - The shareholders' meeting is the highest authority of the company and must operate within the scope defined by laws and regulations [1][2] Shareholders' Meeting Authority - The shareholders' meeting has the authority to elect and replace directors, decide on their remuneration, and make resolutions regarding mergers, divisions, dissolutions, and changes in company form [2][3] - Financial assistance exceeding 10% of the latest audited net assets must be approved by the shareholders' meeting [2][3] - Guarantees exceeding 10% of the latest audited net assets also require approval from the shareholders' meeting [4][5] Meeting Types and Procedures - 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 under specific circumstances [8][9] - The meeting must be held at the company's registered address or a designated location, and electronic voting options must be provided [6][7] - Legal opinions must be obtained regarding the legality of the meeting's procedures and results [10] Proposal and Voting - Proposals must be submitted in writing and can be made by the board, audit committee, or shareholders holding at least 1% of the shares [20][21] - Voting must be conducted by secret ballot, and each share carries one vote [20][21] - Special resolutions require a two-thirds majority, while ordinary resolutions require a simple majority [47][48] Meeting Records and Announcements - Detailed records of the meeting must be kept, including attendance, proposals, and voting results [59][60] - Resolutions must be announced promptly, including details of the voting results and the number of shares represented [54][56]
柳药集团: 广西柳药集团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 17:34
Core Points - The document outlines the rules for the shareholders' meeting of Guangxi Liuyao Group Co., Ltd, ensuring compliance with relevant laws and regulations [2][22] - It specifies the procedures for convening, proposing, notifying, and conducting shareholders' meetings, emphasizing the rights of shareholders to participate and vote [4][10] Group 1: General Provisions - The rules are established to regulate the behavior of the company and ensure shareholders can exercise their rights according to the law [2] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings [3] Group 2: Convening Shareholders' Meetings - The board of directors is responsible for convening the annual and temporary shareholders' meetings within specified timeframes [4][5] - Independent directors and the audit committee have the right to propose temporary meetings, and the board must respond within ten days [8][9] Group 3: Proposals and Notifications - Shareholders holding more than 1% of shares can propose agenda items for the meeting, with specific timelines for submission [14][15] - Notifications for meetings must be sent out in advance, detailing all proposals and necessary information for shareholders to make informed decisions [16][17] Group 4: Conducting Shareholders' Meetings - Meetings must be held at the company's registered location or another specified venue, allowing for both in-person and remote participation [21][22] - The meeting must be presided over by the chairman or a designated representative, ensuring order and adherence to the agenda [30][31] Group 5: Voting Procedures - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [34][36] - Shareholders must vote on each proposal individually, and the results must be publicly announced [46][48] Group 6: Meeting Records - Detailed records of the meeting must be maintained, including attendance, proposals discussed, and voting outcomes [52] - The records should be preserved for a minimum of ten years to ensure transparency and accountability [52]
首创证券: 股东会议事规则(草案)(H股上市后适用)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The document outlines the rules for the shareholders' meeting of Shouchuang Securities Co., Ltd., ensuring compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The rules are established to regulate the behavior of the company and ensure shareholders can exercise their rights according to the Company Law and Securities Law [1][2] - The shareholders' meeting is the company's authority body, responsible for electing directors, approving reports, and making decisions on profit distribution and capital changes [2][3] Group 2: Shareholders' Meeting Authority - The shareholders' meeting has the authority to elect and replace directors, approve the board's reports, and decide on profit distribution plans [2][3] - It can also make resolutions regarding capital increases or decreases, bond issuance, mergers, and amendments to the company charter [2][3] Group 3: Meeting Procedures - The company must hold annual meetings within six months after the end of the previous fiscal year and can hold temporary meetings as necessary [7][8] - Shareholders holding more than 10% of shares can request a temporary meeting, which must be convened within two months of the request [10][11] Group 4: Proposals and Notifications - Proposals must be within the authority of the shareholders' meeting and submitted in writing [18][19] - The company must notify shareholders of the meeting details at least 21 days in advance for annual meetings and 15 days for temporary meetings [20][21] Group 5: Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [42][43] - The document specifies the voting rights of shareholders and the procedures for handling related party transactions [46][47]
莲花控股: 莲花控股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 17:25
General Principles - The rules are established to regulate the behavior of Lianhua Holdings Co., Ltd. and protect shareholders' legal rights, ensuring the shareholders' meeting is conducted in accordance with 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 shareholders' meetings, ensuring that all directors fulfill their responsibilities diligently [1][2] Shareholders' Meeting Authority - The shareholders' meeting is the company's authority body, exercising powers such as electing and replacing directors, approving profit distribution plans, and making decisions on significant asset transactions exceeding 30% of the latest audited total assets [7][8] - The shareholders' meeting can authorize the board of directors to make decisions regarding the issuance of corporate bonds [7][8] Meeting Procedures - The company will hold annual meetings within six months after the end of the previous fiscal year and can convene temporary meetings as needed [1][2] - Legal opinions must be obtained from lawyers regarding the legality of the meeting's procedures, attendance qualifications, and voting results [2][3] Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [18][19] - Shareholders holding more than 1% of shares can propose items for discussion at least 10 days before the meeting [19][20] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [39][40] - Voting rights are based on the number of shares held, with each share granting one vote [42][43] Meeting Records and Announcements - Detailed records of the meeting must be maintained, including attendance, proposals discussed, and voting results [36][37] - Resolutions must be announced promptly, detailing the number of shareholders present and the voting outcomes [55][56]
安达智能: 股东会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:24
General Principles - The rules are established to ensure the smooth conduct of shareholder meetings, enhance efficiency, and protect shareholders' legal rights [1][2] - The company must strictly adhere to relevant laws, regulations, and its articles of association 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 [2] - Extraordinary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [2][3] Convening Shareholder Meetings - The board of directors is responsible for convening meetings within the stipulated time frames and must report to regulatory bodies if unable to do so [3][4] - Independent directors and the audit committee have the right to propose extraordinary meetings, and the board must respond within ten days [3][4][5] Proposals and Notifications - Proposals for shareholder meetings must fall within the scope of the meeting's authority and comply with legal and regulatory requirements [6][7] - Notifications for annual meetings must be sent at least twenty days in advance, while extraordinary meetings require a fifteen-day notice [7][8] Conducting Shareholder Meetings - Meetings can be held at the company's registered address or another specified location, and must provide options for remote participation [9][10] - All shareholders or their proxies have the right to attend and vote, with specific identification requirements for both individual and corporate shareholders [10][11] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions needing two-thirds approval [13][14] - Voting must be conducted in a transparent manner, with results announced immediately after the meeting [19][20] Record Keeping and Disclosure - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for ten years [21][22] - The company is obligated to disclose the resolutions passed at the meeting promptly, including details of any rejected proposals [20][22] Amendments and Effectiveness - The rules can be amended by the board and must be approved by the shareholders, taking effect immediately upon approval [23]
塞力医疗: 股东会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 16:51
Core Points - The document outlines the rules for the shareholders' meeting of Celis Medical Technology Group Co., Ltd, ensuring the protection of shareholders' rights and compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The company must hold shareholders' meetings in accordance with the law, ensuring shareholders can exercise their rights [1] - The board of directors is responsible for organizing the meetings diligently and on time [1] - Legal opinions must be obtained for the legality of the meeting procedures and results [1][2] Group 2: Powers of the Shareholders' Meeting - The shareholders' meeting has the authority to elect and replace directors, approve profit distribution plans, and make decisions on capital changes [2] - It can also approve significant asset transactions exceeding 30% of the latest audited total assets [2] Group 3: Types of Meetings - 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 [3][4] - Temporary meetings must be convened within two months under specific circumstances, such as loss exceeding one-third of the paid-in capital [4] Group 4: Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be submitted in writing [8][9] - Notifications for annual meetings must be sent 20 days in advance, while temporary meetings require 15 days' notice [9] Group 5: Voting Procedures - Voting can be conducted in person or through electronic means, and each share carries one vote [16][22] - The results of the voting must be announced immediately after the meeting, and the voting process must be transparent [23][25] Group 6: Record Keeping and Disclosure - Meeting records must include details such as the time, location, and attendees, and must be preserved for ten years [58][59] - Decisions made during the meeting must be disclosed to shareholders who did not participate in the voting [61][65]
天新药业: 股东会议事规则
Zheng Quan Zhi Xing· 2025-08-29 16:17
江西天新药业股份有限公司 股东会议事规则 司章程的规定; 董事会同意召开临时股东会的,将在作出董事会决议后的 5 日内发出召开 股东会的通知;董事会不同意召开临时股东会的,应当说明理由并公告。 第一条 为规范公司运作,充分发挥股东会的作用,提高股东会议事效率,保障股 东合法权益,保证股东会程序及决议的合法性,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》《上海证券交易所股票上市规则》 《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等有关法 律、行政法规和规范性文件及《江西天新药业股份有限公司章程》(以下 简称"公司章程")的有关规定制定本议事规则。 第二条 公司股东会的召集、提案、通知、召开等事项适用本规则。 第三条 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。 江西天新药业股份有限公司 第一章 总则 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 股东会应当在《公司法》和公司章程规定的范围 ...