股东会制度

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重庆建工: 重庆建工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· 2025-08-24 16:16
General Principles - The rules aim to clarify the responsibilities and powers of the shareholders' meeting, standardize its organization and behavior, and ensure the legal exercise of rights by shareholders [1][2] - The company must strictly follow laws, regulations, and its articles of association when convening shareholders' meetings [2][3] Nature and Powers of the Shareholders' Meeting - The shareholders' meeting consists of all shareholders and is the company's power institution, exercising powers within the scope defined by laws and regulations [4][5] - Key powers include electing directors, approving profit distribution plans, and making decisions on capital increases or decreases [5][6] Convening the Shareholders' Meeting - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [6][7] - Temporary meetings can be convened within two months under specific circumstances, such as insufficient directors or significant losses [7][8] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be submitted in writing [19][20] - The company must notify shareholders of the meeting details at least 20 days in advance for annual meetings and 15 days for temporary meetings [22][23] Conducting the Shareholders' Meeting - All shareholders or their proxies have the right to attend and vote at the meeting [28][29] - Voting can be conducted through various methods, including online voting, and must ensure the verification of shareholder identity [35][36] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [27][28] - The results of the voting must be announced immediately, and the resolutions must be documented and disclosed [66][67] Execution of Resolutions - The board of directors is responsible for executing the resolutions made by the shareholders' meeting [77][78] - Any resolutions that violate laws or regulations are deemed invalid [80]
*ST赛隆: 《股东会议事规则》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-10 16:12
赛隆药业集团股份有限公司 股东会议事规则 第一章 总则 第一条 为完善赛隆药业集团股份有限公司(以下简称"公司")法人治理 结构,明确股东会的职责权限,确保公司股东会依法规范地召开,提高股东会议 事效率,保证公司决策行为的民主、科学,根据《中华人民共和国公司法》(以 下简称"《公司法》")、《深圳证券交易所上市公司自律监管指引第 1 号——主板 上市公司规范运作指引》等相关法律、法规和《赛隆药业集团股份有限公司章程》 (以下简称"公司章程")的有关条款的规定,制定本规则。 第二条 公司应当按照法律、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。 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 公司股东会由全体股东组成。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; (六)对公司合并、分立、解散、清算或者变更公司形式作出决议; 第二章 股东会的一般规定 (七)修改本章程; (八)对公司聘用、解聘承办公司审计业务的会计师事务所作出决议; (九)审议批准本章程第四十五 ...
戎美股份: 股东会议事规则
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Points - The company establishes rules to regulate its behavior, enhance the efficiency of shareholder meetings, and protect the rights of shareholders, especially minority shareholders [1] - The rules are based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Group 1: Shareholder Meetings - The company holds annual shareholder meetings once a year within six months after the end of the previous fiscal year, and temporary meetings are called as needed within two months of the occurrence of specific circumstances [2] - If the company cannot convene a shareholder meeting within the specified time, it must report to the local regulatory authority and the Shenzhen Stock Exchange, explaining the reasons and making an announcement [2] Group 2: Proposals and Notifications - Independent directors can propose to convene a temporary shareholder meeting, and the board must respond within ten days of receiving the proposal [3] - The board must notify shareholders of the meeting within five days if it agrees to convene a temporary meeting [3] Group 3: Rights of Shareholders - Shareholders holding 10% or more of the company's shares can request the board to convene a temporary meeting, and the board must respond within ten days [5] - If the board does not respond or refuses to convene the meeting, shareholders can request the audit committee to convene the meeting [5] Group 4: Meeting Procedures - The company must strictly follow legal and regulatory requirements when convening shareholder meetings to ensure shareholders can exercise their rights [4] - Legal opinions must be obtained on the legality of the meeting's procedures, the qualifications of attendees, and the validity of voting results [4] Group 5: Voting and Resolutions - Shareholder meetings can adopt ordinary resolutions with more than half of the voting rights present and special resolutions with two-thirds of the voting rights present [49] - The company must implement resolutions regarding profit distribution or capital increase within two months after the meeting [54] Group 6: Record Keeping - Meeting records must include details such as the time, location, agenda, and the number of shareholders present, and must be kept for at least ten years [17][18]
起帆电缆: 起帆电缆股东会议事规则
Zheng Quan Zhi Xing· 2025-07-21 16:18
Core Points - The document outlines the rules for shareholder meetings of Shanghai Qifan Cable Co., Ltd, aiming to standardize company behavior and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2][3] Group 1: General Principles - The rules are established to ensure compliance with the Company Law, Securities Law, and other relevant regulations, providing a framework for the conduct of shareholder meetings [1][2] - All shareholders, their agents, and company executives are bound by these rules, which aim to maintain order and protect shareholder rights during meetings [2][3] Group 2: Powers of the Shareholders' Meeting - The shareholders' meeting is the highest authority of the company, responsible for key decisions such as business direction, financial plans, and major transactions [3][4] - Specific powers include approving financial budgets, profit distribution plans, and significant asset transactions exceeding 30% of the company's total assets [4][5] Group 3: Meeting Procedures - Shareholders have the right to attend meetings and exercise their rights, including the right to information, speak, inquire, and vote [2][3] - The company must ensure meetings are held simply and without providing additional benefits to attendees [2][3] Group 4: Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions needing a two-thirds majority [29][30] - Certain matters, such as capital changes and major asset transactions, require special resolutions [30][31] Group 5: Meeting Notifications and Proposals - The company must notify shareholders of meetings at least 20 days in advance for annual meetings and 15 days for temporary meetings [41][42] - Shareholders holding more than 3% of shares can propose agenda items, which must be included in the meeting notice [39][40] Group 6: Attendance and Representation - Shareholders can attend in person or appoint agents to represent them, with specific identification and authorization requirements [49][50] - The company must maintain a register of attendees, ensuring that all voting rights are accurately recorded [56][57]
中国国航: 中国国际航空股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-06-24 18:40
Core Points - The document outlines the rules for the shareholders' meeting of Air China Limited, emphasizing the protection of shareholders' rights and the efficient operation of the meeting [1][2][3] - It specifies the rights of shareholders to attend, propose, and vote at the meetings, ensuring compliance with relevant laws and regulations [2][4] - The document details the procedures for convening annual and extraordinary shareholders' meetings, including the conditions under which extraordinary meetings must be called [2][3][4] Group 1: General Provisions - The rules are established to protect the legal rights of the company and its shareholders, ensuring a standardized and efficient operation of the shareholders' meeting [1] - The rules apply to all shareholders, their representatives, directors, senior management, and other attendees [1][2] - Shareholders can attend meetings in person or through electronic means, such as online voting [1][2] Group 2: Shareholder Rights and Meeting Procedures - All registered shareholders have the right to attend or appoint representatives to attend the meeting and enjoy rights such as inquiry and voting [2][4] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [2][4] - Extraordinary meetings must be convened under specific circumstances, such as when the number of directors falls below the legal minimum or when shareholders holding more than 10% of shares request it [3][4] Group 3: Authority and Responsibilities - The board of directors is responsible for organizing the shareholders' meeting and ensuring compliance with legal and regulatory requirements [1][3] - The document outlines the powers of the shareholders' meeting, including the election of directors, approval of financial reports, and decisions on capital changes [4][5] - Shareholders have the right to propose agenda items for discussion at the meeting, provided they meet specific criteria [15][26] Group 4: Voting and Decision-Making - Voting at the shareholders' meeting is conducted based on the principle of one share, one vote, with provisions for cumulative voting in director elections [30][28] - The document specifies the required majority for passing ordinary and special resolutions [6][30] - Shareholders can express their opinions and ask questions during the meeting, with time allocated for each speaker [27][56]
彩讯股份: 股东会议事规则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-11 13:13
General Principles - The rules are established to regulate the behavior of the company and ensure shareholders can exercise their rights according to the Company 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] Shareholder Meeting Authority - The shareholder meeting is the power institution of the company, responsible for electing and replacing directors, approving reports, and making decisions on significant asset transactions exceeding 30% of the latest audited total assets [2][3] - The shareholder meeting can authorize the board to issue financing not exceeding 300 million RMB or 20% of the latest net assets [2][3] Meeting Procedures - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, attendance qualifications, and voting results [2][3] - Shareholder meetings can be annual or temporary, with annual meetings held within six months after the end of the previous fiscal year [1][2] Proposal and Notification - Shareholders holding 1% or more of shares can propose temporary proposals 10 days before the meeting [19][20] - The notice for the annual meeting must be sent 20 days in advance, while temporary meetings require a 15-day notice [21][22] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring more than half of the voting rights and special resolutions requiring two-thirds [43][45] - Related shareholders must abstain from voting on transactions involving their interests [49][50] Post-Meeting Matters - Meeting records must be maintained for at least ten years, including details of attendance, proposals, and voting results [66][67] - Any amendments to the rules must be approved by the shareholder meeting [68][69]
合富中国: 合富(中国)医疗科技股份有限公司股东会议事规则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-04 12:07
Core Points - The document outlines the rules and procedures for the shareholders' meeting of HeFu (China) Medical Technology 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 all shareholders, their agents, directors, general managers, and other relevant personnel [2] - The company must strictly follow laws and regulations when convening shareholders' meetings, ensuring shareholders can exercise their rights [2][3] - The board secretary is responsible for the preparation and organization of the shareholders' meeting [2] Group 2: Powers of the Shareholders' Meeting - The shareholders' meeting is the power institution of the company, and it must operate within the scope defined by the Company Law and the company’s articles of association [4][5] - Certain external investments must be submitted for shareholders' approval if they meet specific thresholds related to total assets, net assets, or profits [4][5] Group 3: Meeting Procedures - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [6] - Temporary meetings can be called under specific circumstances, such as when the number of directors is insufficient or when significant losses occur [6] Group 4: Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [9][10] - Notifications for meetings must include details such as time, location, agenda, and rights of shareholders to attend and vote [10][11] Group 5: Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [16][17] - Shareholders must vote based on their shareholding, and related parties must abstain from voting on related transactions [18][19] Group 6: Meeting Records - The company must maintain accurate records of the meeting, including attendance, proposals, discussions, and voting results [23][24] - Meeting records must be preserved for at least ten years [24]