股东会运作规则

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音飞储存: 音飞储存股东会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 09:25
General Principles - The rules are established to clarify the responsibilities and powers of the shareholders' meeting of Nanjing Yinfly Storage Equipment (Group) Co., Ltd., to standardize its operations, improve efficiency, and protect shareholders' rights according to the Company Law and the company's articles of association [2][4]. Shareholders' Meeting Authority - The shareholders' meeting is the power institution of the company, exercising various powers including decisions on mergers, amendments to the articles of association, and approval of significant asset transactions exceeding 30% of the company's audited total assets [3][4]. - The shareholders' meeting cannot delegate its powers to the board of directors or other entities except for specific cases like bond issuance [3][4]. Authorization of the Shareholders' Meeting - Certain matters must be decided by the shareholders' meeting and cannot be authorized to the board, ensuring shareholders retain decision-making power [4][5]. - The board of directors is granted limited authority for daily operations, including investments and asset transactions, under specific thresholds [5][6]. Procedures for Convening the Shareholders' Meeting - The board must convene the annual shareholders' meeting within six months after the end of the previous fiscal year and can call temporary meetings as needed [6][7]. - Independent directors and the audit committee have the right to propose temporary meetings, and the board must respond within ten days [6][7]. Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be submitted in writing [9][10]. - Notifications for meetings must include details such as time, location, agenda, and rights of shareholders to attend and vote [10][11]. Voting and Decision-Making - The shareholders' meeting adopts a named voting method, with ordinary resolutions requiring a simple majority and special resolutions needing two-thirds approval [16][39]. - Shareholders with conflicts of interest must abstain from voting on related matters [17][41]. Meeting Records and Announcements - Meeting records must be maintained, detailing the proceedings, attendance, and voting results, and must be preserved for ten years [20][22]. - Resolutions must be announced promptly, including details of attendance and voting outcomes [47][48].
众兴菌业: 股东会议事规则
Zheng Quan Zhi Xing· 2025-08-15 16:36
General Principles - The rules are established to regulate the behavior of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd. and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company must strictly follow legal and regulatory requirements 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 [2][3] - Temporary meetings must be convened within two months if circumstances arise that require such meetings [2][3] Legal Opinions and Compliance - 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] Convening Shareholder Meetings - The board of directors is responsible for convening meetings within the specified time frame and must respond to requests from independent directors or shareholders holding over 10% of shares [3][4] - If the board fails to convene a meeting, the audit committee or shareholders can independently call for a meeting [4][5] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be submitted in writing at least ten days before the meeting [5][6] - Notifications for annual meetings must be sent at least twenty days in advance, while temporary meetings require a fifteen-day notice [6][7] Meeting Procedures - Shareholder meetings must be held at the company's registered location and can utilize online methods to facilitate participation [8][9] - Shareholders must present valid identification to attend, and proxy representatives must provide authorization documents [9][10] Voting and Decision-Making - Voting must be conducted in a transparent manner, with results announced immediately after the meeting [15][16] - Shareholders with conflicts of interest must abstain from voting on related matters [12][19] Record Keeping and Disclosure - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [16][17] - Any resolutions passed must be promptly disclosed to shareholders and relevant authorities [16][17] Amendments and Effectiveness - The rules take effect upon approval by the shareholder meeting and can only be amended through a similar process [57][58]