股东会议事规则

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利欧股份: 股东会议事规则(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-09-07 09:15
General Principles - The rules are established to protect the legal rights of the company and its shareholders, ensuring the proper functioning of the shareholders' meeting in accordance with relevant laws and regulations [2][3][34]. Shareholders' Meeting Authority - The shareholders' meeting is the company's authority body, responsible for major decisions such as mergers, amendments to the articles of association, and the appointment of auditors [2][3][4]. - The board of directors can be authorized to make decisions on bond issuance, but other powers must be exercised by the shareholders' meeting [2][3]. External Guarantees - Certain external guarantees require approval from the shareholders' meeting if they exceed specified thresholds related to the company's audited net assets or total assets [3][4]. - Guarantees provided to related parties must be approved by non-related directors and the shareholders' meeting [3][4]. Meeting Types and Notifications - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [4]. - Temporary meetings can be called under specific circumstances, such as significant losses or requests from shareholders holding over 10% of shares [4][5]. Proposals and Voting - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [9][10]. - Shareholders holding over 1% of shares can submit proposals at least 10 days before the meeting [9][10]. - Voting must be conducted in a transparent manner, with specific rules for related party transactions to ensure fairness [20][29]. Meeting Conduct and Documentation - The meeting must be conducted in an orderly manner, with provisions for remote participation [14][15]. - Minutes of the meeting must be recorded, detailing attendance, proposals, and voting results [40][41]. Decision-Making Process - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [27][28]. - Ordinary resolutions require a simple majority, while special resolutions require a two-thirds or three-quarters majority [27][28]. Amendments and Compliance - The rules may be amended in accordance with changes in laws or regulations, and any conflicts with existing laws must be resolved in favor of the law [34][36].
瑞康医药: 股东会议事规则(二〇二五年九月)
Zheng Quan Zhi Xing· 2025-09-05 13:13
General Principles - The rules are established to regulate the behavior of Ruikang Pharmaceutical Group Co., Ltd. and ensure that the shareholders' meeting exercises its powers in accordance with relevant laws and regulations [3][4] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings to ensure shareholders can exercise their rights [3][4] Shareholders' Meeting Convening - The shareholders' meeting is categorized into annual and extraordinary meetings, with annual meetings held within six months after the end of the previous fiscal year [3][5] - Extraordinary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [3][5][6] - If the company cannot convene a meeting within the specified time, it must report to the relevant regulatory authorities and disclose the reasons [4] Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and comply with legal and regulatory requirements [9][14] - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for extraordinary meetings [16][17] - Notifications must include details such as meeting time, location, agenda, and the rights of shareholders to attend and vote [17][18] Meeting Procedures - The shareholders' meeting should be held at the company's registered address or another location specified in the articles of association, and it can also utilize electronic communication methods [21][22] - Shareholders can attend in person or appoint proxies to vote on their behalf, with each share carrying one vote [24][25] - The meeting must be recorded, and the minutes should include details such as attendees, proposals discussed, and voting results [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 from attending shareholders [38][39] - Certain matters, such as capital changes or amendments to the articles of association, require special resolutions [40][41] - Voting results must be disclosed promptly, including details of the number of votes and the outcome of each proposal [53][54] Legal Compliance - The company must ensure that the resolutions passed at the shareholders' meeting comply with laws and regulations, and shareholders can challenge invalid resolutions within a specified timeframe [58][26] - The company is responsible for disclosing information related to any legal judgments or regulatory requirements that may affect its operations [26]
奇精机械: 股东会议事规则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 13:13
第二条 本规则适用于公司股东会,对公司、全体股东、股东代理人、公司董事、 高级管理人员及列席股东会会议的其他有关人员均具有约束力。 奇精机械股份有限公司股东会议事规则 奇精机械股份有限公司 股东会议事规则 (2025 年 9 月修订) 第一章 总 则 第一条 为规范奇精机械股份有限公司(以下简称"公司")及公司股东的行为, 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》《上市公司治理准则》《上市公司股东会规则》《上海证券 交易所股票上市规则》等有关法律、法规、规范性文件和《奇精机械股份有限公司章 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。 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内行使职权。 第五条 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 ...
华恒生物: 股东会议事规则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-04 16:18
General Principles - The rules are established to regulate the behavior of Anhui Huaheng Biotechnology Co., Ltd. and ensure shareholders can exercise their rights according to the Company Law and Securities Law [2][3] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [2][3] 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 [2][3] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [2][3] Meeting Convening Procedures - The board of directors must convene meetings within the stipulated time and must respond to requests from independent directors or shareholders holding over 10% of shares within ten days [4][5] - If the board fails to convene a meeting, the audit committee or shareholders can independently call for a meeting [5][6] Proposal and Notification - Shareholders holding over 1% of shares can submit temporary proposals ten days before the meeting, which must be included in the meeting agenda [7][8] - Notifications for annual meetings must be sent at least twenty days in advance, while temporary meetings require a fifteen-day notice [9][10] Meeting Conduct - Meetings must be held at the company's registered location or a specified place in the notice, and the location cannot be changed without valid reasons [10][11] - Shareholders can attend in person or by proxy, and the company must ensure a fair voting process [10][11] Voting and Decision Making - Each share carries one vote, and shareholders must declare their voting intentions as agree, disagree, or abstain [17][18] - Voting results must be announced immediately after the meeting, and detailed records of the meeting must be maintained for at least ten years [19][20] Legal Compliance and Reporting - Any resolutions passed must be reported to the relevant regulatory bodies, and the company must comply with all legal obligations regarding shareholder rights [21][22] - The company must ensure that decisions made at shareholder meetings do not violate laws or regulations [21][22]
冰山冷热: 股东会议事规则(2025年第一次临时股东大会审议通过)
Zheng Quan Zhi Xing· 2025-09-04 12:12
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 Securities Law of the People's Republic of China [1][2] - The company must strictly follow legal, administrative regulations, and its articles of association when convening shareholder meetings [1][2] Types of Shareholder Meetings - 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 must be convened within two months under specific circumstances outlined in the Company Law [1][2] Rights and Responsibilities - The board of directors is responsible for organizing shareholder meetings and must do so diligently and on time [1][2] - Independent directors can propose temporary meetings, and the board must respond within ten days [2][3] 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][3] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [6][14] - Shareholders holding more than 1% of shares can submit temporary proposals ten days before the meeting [6][14] Meeting Procedures - Shareholder meetings must be held at the company's registered location and can utilize online methods for convenience [21][22] - All shareholders or their proxies have the right to attend the meeting, and each share carries one voting right [11][14] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [30][31] - Shareholders must abstain from voting on matters where they have a conflict of interest [34] Record Keeping - Meeting records must be maintained, detailing the time, location, agenda, and voting results [29][30] - The company must ensure the accuracy and completeness of the meeting records [12][29] Implementation and Amendments - The rules are effective upon approval by the shareholder meeting and must be adhered to in future amendments [50][51] - Any matters not covered by these rules will follow relevant laws and regulations [51]
柳化股份: 股东会议事规则(2025年9月修订草案)
Zheng Quan Zhi Xing· 2025-09-04 11:14
General Principles - The rules aim to standardize the operation of the shareholders' meeting of Liuzhou Chemical Co., Ltd. to enhance efficiency and protect shareholders' rights [1][2] - The company must strictly follow laws, regulations, and its articles of association when convening shareholders' meetings [1][2] Convening 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 [1][2] - Temporary meetings must be convened within two months upon request by independent directors or under specific legal conditions [1][2] Legal Opinions and Notifications - 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 board of directors must respond to requests for temporary meetings within ten days and notify shareholders within five days if approved [2][3] Proposals and Notifications - Shareholders holding at least 1% of shares can propose temporary items ten days before the meeting [5][6] - Notifications must include detailed information about proposals and the meeting logistics, ensuring transparency for shareholders [6][7] Attendance and Registration - All shareholders registered by the record date have the right to attend the meeting, and the company cannot refuse attendance [22][23] - Shareholders must complete registration procedures to attend, either in person or through authorized representatives [25][26] Meeting Procedures - The meeting must be held at the company's registered location, and provisions for online participation must be made [30][31] - The chairman of the board or designated representatives will preside over the meeting, ensuring order and adherence to the agenda [33][34] Voting and Resolutions - Voting must be conducted in a transparent manner, with results announced immediately after the meeting [50][52] - Resolutions require a simple majority for ordinary decisions and a two-thirds majority for special resolutions [56] Record Keeping - Meeting minutes must be accurately recorded, detailing attendance, proposals, discussions, and voting outcomes [57][58] - The company must ensure that all records are preserved for at least ten years [58]
美埃科技: 股东会议事规则
Zheng Quan Zhi Xing· 2025-09-03 11:17
General Principles - The rules are established to protect the legal rights of the company and its shareholders, clarify the responsibilities and powers of the shareholders' meeting, improve the efficiency of meetings, and ensure lawful exercise of powers [2][3]. Powers of the Shareholders' Meeting - The shareholders' meeting is the company's authority and has the power to elect and replace directors, approve the board's reports, and decide on profit distribution plans [4][6]. - The meeting must operate within the scope defined by the Company Law and the company's articles of association [4][5]. - The company must strictly adhere to legal and regulatory requirements when convening the shareholders' meeting [4][5]. Meeting Procedures - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [10]. - Temporary meetings can be called within two months of certain events, such as insufficient directors or significant losses [11]. - Legal opinions must be obtained regarding the legality of the meeting's procedures and results [13]. Proposals and Voting - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [12][21]. - Shareholders can submit proposals, and the meeting must notify them of the results [14][15]. - Voting must be conducted in a manner that ensures transparency and fairness, with specific rules for ordinary and special resolutions [23][24]. Record Keeping - The company must maintain accurate records of the meeting, including attendance, proposals, and voting results [69][70]. - Records must be preserved for at least ten years [70]. Compliance and Enforcement - The company must comply with all legal and regulatory requirements, and any violations can lead to penalties [26][28]. - Shareholders have the right to challenge decisions made at the meeting if they believe there has been a violation of laws or regulations [25][28].
极米科技: 股东会议事规则(草案)(H股发行后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Points - The document outlines the rules for the shareholders' meeting of XGIMI Technology Co., Ltd, aiming to protect the rights of the company and its shareholders while ensuring compliance with relevant laws and regulations [2][3] - The rules specify the procedures for convening, proposing, notifying, and voting at shareholders' meetings, ensuring that all shareholders can exercise their rights fairly and legally [1][2] Group 1: General Provisions - The company must strictly follow laws, regulations, and its articles of association when convening shareholders' meetings [2][3] - Shareholders' meetings are categorized into annual and extraordinary meetings, with specific timelines for their convening [4][5] Group 2: Convening Shareholders' Meetings - The board of directors is responsible for convening meetings within the stipulated timeframes and must respond to requests from independent directors or shareholders holding more than 10% of shares [6][7] - If the board fails to convene a meeting, the audit committee or shareholders can independently call for a meeting [5][6] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and be clearly defined [13][14] - Notifications for annual meetings must be sent 21 days in advance, while notifications for extraordinary meetings must be sent 15 days prior [8][9] Group 4: Voting and Resolutions - Shareholders' resolutions can be ordinary or special, with different voting thresholds required for each type [38][39] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds of the votes [38][40] Group 5: Rights and Obligations of Shareholders - All shareholders have the right to attend and vote at meetings, with provisions for proxy voting [11][12] - The company must ensure that all shareholders can exercise their voting rights without discrimination [11][12]
新疆天业: 新疆天业股份有限公司股东会议事规则(2025年9月1日修订)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Points - The document outlines the rules for the shareholders' meeting of Xinjiang Tianye Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year and can hold temporary meetings as needed [2][3] - Legal opinions must be obtained for the validity of the meeting's procedures, participant qualifications, and voting results [2][3][6] Group 1: Meeting Organization - 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, with specific timelines for responses from the board [3][4][5] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [4][5] Group 2: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and be clearly defined [14][15] - Shareholders holding more than 1% of shares can submit temporary proposals ten days before the meeting [15][16] - Notifications for annual meetings must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [16][17] Group 3: Meeting Procedures - The meeting must be held in person, with provisions for online voting and other methods to facilitate participation [21][22] - All shareholders registered by the record date have the right to attend the meeting, and each share carries one vote [24][25] - The chairman of the board presides over the meeting, with specific procedures for handling disruptions [28][29] Group 4: Voting and Resolutions - Voting must be conducted for each proposal, and results must be announced immediately [39][40] - Resolutions must be disclosed promptly, including details of attendance and voting results [40][41] - Shareholders can challenge resolutions within 60 days if they believe there were procedural violations [16][17] Group 5: Regulatory Compliance - The document emphasizes the importance of compliance with laws and regulations, with penalties for non-compliance [48][49] - The board and relevant personnel must ensure the proper execution of resolutions and maintain transparency in disclosures [50][51]
德明利: 股东会议事规则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Points - The document outlines the rules for shareholder meetings of Shenzhen Demingli Technology Co., Ltd, emphasizing the protection of shareholder rights and the legal framework governing the meetings [1][2][3] Group 1: General Principles - The rules are established to protect the legal rights of shareholders and ensure the proper functioning of the shareholder meeting in accordance with relevant laws and the company's articles of association [1] - The company must strictly adhere to legal and regulatory requirements when convening shareholder meetings to ensure shareholders can exercise their rights [2] - The board of directors is responsible for organizing shareholder meetings diligently and on time [2] Group 2: Powers of the Shareholder Meeting - The shareholder meeting is the highest decision-making body of the company, with powers including electing directors, approving profit distribution plans, and making decisions on capital changes [1][2] - Specific powers include approving bond issuance, company restructuring, and significant asset transactions exceeding 30% of the latest audited total assets [1][2] Group 3: Convening Shareholder Meetings - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, while temporary meetings can be called as needed [2][5] - Independent directors and shareholders holding over 10% of shares can propose the convening of temporary meetings [4][5] Group 4: Proposals and Notifications - Proposals for the shareholder meeting must fall within the powers of the meeting and comply with legal and regulatory requirements [6][7] - The company must notify shareholders of the meeting details at least 20 days in advance for annual meetings and 15 days for temporary meetings [9][10] Group 5: Meeting Procedures - The shareholder meeting can be held in person or via electronic means, ensuring accessibility for all shareholders [11][12] - Shareholders can appoint proxies to attend and vote on their behalf, with specific requirements for proxy authorization [12][13] Group 6: Voting and Resolutions - Each share carries one vote, and the company’s own shares do not have voting rights [15][16] - Resolutions require a majority or two-thirds majority depending on whether they are ordinary or special resolutions [45][46] Group 7: Record Keeping and Compliance - Meeting records must be maintained for at least ten years, detailing attendance, proposals, and voting results [48][49] - The company must comply with legal obligations regarding the execution of resolutions and ensure that shareholder rights are not infringed upon [52][53]