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股东会会议事规则
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远方信息: 股东会会议事规则(2025年8月修订版)
Zheng Quan Zhi Xing· 2025-08-15 16:36
General Principles - The rules are established to protect the legal rights of shareholders and clarify the responsibilities and powers of the shareholders' meeting in accordance with relevant laws and regulations [1][2] - The company must strictly follow legal regulations and its articles of association when convening shareholders' meetings to ensure shareholders can exercise their rights [1][2] - The shareholders' meeting is the company's decision-making body and must operate within the scope defined by laws and the company's articles of association [1][2] Types of Meetings - The shareholders' meeting is divided into annual and temporary meetings, with annual meetings held once a year within six months after the end of the previous fiscal year [1][2] - Temporary meetings are called as needed, within two months of certain specified circumstances occurring [2] Proposals and Convening of Meetings - The board of directors is responsible for convening the shareholders' meeting within the stipulated timeframe [3][4] - Independent directors and the audit committee have the right to propose temporary meetings, which must be responded to by the board within ten days [3][4] Notification and Voting Procedures - Shareholders must be notified of the meeting at least 20 days in advance for annual meetings and 15 days for temporary meetings [8][9] - The notification must include details such as meeting time, location, agenda, and voting procedures [9][10] Voting and Resolutions - Voting at the shareholders' meeting is conducted by registered shareholders, with each share carrying one vote [15][16] - Resolutions can be ordinary or special, requiring a majority or two-thirds majority of the votes cast, respectively [16][17] Meeting Records and Execution of Resolutions - Detailed records of the meeting must be kept, including attendance, proposals discussed, and voting results [54][55] - The board of directors is responsible for executing the resolutions passed at the shareholders' meeting [58][60] Miscellaneous Provisions - Any matters not covered by these rules will be governed by national laws and the company's articles of association [61][62] - The board of directors is responsible for interpreting these rules [63][64]
苏试试验: 股东会会议事规则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-29 16:32
Core Points - The document outlines the rules for the shareholders' meeting of Suzhou Su Shi Testing Group Co., Ltd, aiming to enhance corporate governance and ensure shareholders can exercise their rights effectively [1][2][3] Group 1: General Provisions - The rules are established based on relevant laws, regulations, and the company's articles of association to ensure proper operation [1][2] - The shareholders' meeting is the power institution of the company, exercising its authority within the legal framework [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 previous fiscal year [2] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [2] Group 3: Meeting Notification - Shareholders must be notified of the meeting's time, location, and agenda at least 20 days in advance for annual meetings and 15 days for temporary meetings [7] - Notifications must include details such as the rights of shareholders to attend and vote, and the date for share registration [7][8] Group 4: Proposals for the Meeting - Proposals must be within the shareholders' meeting's authority and comply with legal requirements [21] - Shareholders holding more than 1% of shares can submit proposals up to 10 days before the meeting [9] Group 5: Meeting Registration - All registered shareholders have the right to attend and vote at the meeting, either in person or through a proxy [10][24] - Registration must be completed according to the notification guidelines [10] Group 6: Conducting the Meeting - The chairman of the board presides over the meeting, and if unavailable, a director elected by the majority will take over [12] - The board must report on its activities during the past year at the annual meeting [33] Group 7: Voting and Resolutions - Resolutions can be ordinary or special, requiring a majority or two-thirds majority of the voting rights, respectively [38] - Voting results must be announced and recorded, with specific procedures for related party transactions [15][51] Group 8: Execution of Resolutions - The board is responsible for executing the resolutions made during the shareholders' meeting [59] - New directors take office immediately after the meeting concludes [61]