1, Tel:
(1) The shareholders' meeting shall be convened by the board of directors and presided over by the chairman in accordance with the Company Law; (2) When the chairman is unable to perform his duties or due to special reasons, the vice chairman shall preside over the meeting; If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall elect a director to preside over the meeting;
(3) If the board of directors fails to perform or fails to perform the duties of convening the shareholders' meeting, the board of supervisors shall convene and preside over it in time;
(4) If the Board of Supervisors fails to convene and preside over the meeting, shareholders who have held more than 0/0% of the shares of the company/KLOC-0 for more than 90 consecutive days may convene and preside over the meeting by themselves;
2. Time and place:
(1) Notify all shareholders fifteen days before the meeting;
(2) Where bearer shares are issued, the time, place and matters for deliberation of the meeting shall be announced 30 days before the meeting is held.
(3) Bearers of bearer shares attending the shareholders' meeting shall deposit their shares with the company five days before the meeting is held until the shareholders' meeting is closed.
3. Provisional proposal:
(1) Shareholders who individually or collectively hold more than 3% of the company's shares may put forward an interim proposal and submit it to the board of directors in writing ten days before the shareholders' meeting; The board of directors shall notify other shareholders within two days after receiving the proposal, and submit the interim proposal to the shareholders' meeting for consideration;
(2) The contents of the interim proposal shall be within the terms of reference of the general meeting of shareholders, with clear topics and specific resolutions. The general meeting of shareholders shall not make resolutions on matters not listed in the above notice.
4. Voting and passing: The voting at the shareholders' meeting can be conducted by meeting, but the voting requirements are as follows:
(1) Shareholders representing the majority of the issued shares must attend the meeting, that is, the total number of shares represented by shareholders attending the meeting accounts for more than half of the total number of issued shares;
(2) More than half of the shareholders attending the meeting must agree to vote, that is, the agreed voting rights account for more than half of the total voting rights attending the meeting; Third, the basis for shareholders to vote is the number of shares. One vote per share, not one vote per shareholder.
5. Minutes of meetings: The shareholders' meeting shall make minutes of decisions on matters discussed, and the minutes shall be signed by the meeting host and directors present at the meeting. The minutes of the meeting shall be kept together with the signature list of shareholders present and the power of attorney for proxy attendance.
6. Rights of shareholders of joint-stock companies:
(1) Shareholders attend the shareholders' meeting, and each share they hold has one vote. However, the shares of the company held by the company have no voting rights.
(2) Shareholders may entrust an agent to attend the shareholders' meeting, and the agent shall submit a power of attorney to the company and exercise the right to vote within the scope of authorization.
(3) Shareholders have the right to consult the Articles of Association, minutes of shareholders' general meeting and financial and accounting reports, and make suggestions or questions about the company's operation. If the resolutions of the shareholders' meeting and the board of directors violate laws and administrative regulations and infringe upon the legitimate rights and interests of shareholders, shareholders have the right to bring a lawsuit to the people's court to demand that the illegal acts and infringements be stopped.
(4) The legal issues of enterprise groups should also be stipulated in the articles of association. In principle, the shareholders' meeting shall be convened by the board of directors of the company. The notice of the shareholders' meeting shall be sent in writing to every shareholder with voting rights within enough time before the meeting.
(5) The attendees of the shareholders' meeting shall generally be the shareholders themselves. Shareholders may also entrust an agent to attend the shareholders' meeting, and a power of attorney shall be issued when entrusting. A shareholder can only entrust one agent, but an agent can accept the entrustment of multiple clients at the same time to exercise power on his behalf.
The functions and powers of the shareholders' meeting:
(1) to decide the company's business policy and investment plan;
(2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors.
(3) Examining and approving the report of the board of directors;
(4) Examining and approving the reports of the board of supervisors or supervisors;
(5) To examine and approve the company's annual financial budget and final accounts;
(VI) To examine and approve the company's profit distribution plan and loss recovery plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company;
(8) To make resolutions on the issuance of corporate bonds.
(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(10) Amend the Articles of Association;
(1 1) Other functions and powers stipulated in the Articles of Association.
To sum up, the company law not only clearly stipulates the functions and powers exercised by the shareholders' general meeting, but also follows the principle of autonomy of will, giving shareholders the right to set their own functions and powers in the articles of association without violating the law.
Legal basis:
Article 40 of the Company Law of People's Republic of China (PRC)
Where a limited liability company establishes a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over by the chairman; When the chairman is unable to perform his duties or fails to perform his duties, he shall be presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall elect a director to preside over the meeting.
Where a limited liability company does not have a board of directors, the shareholders' meeting shall be convened and presided over by the executive director.
If the board of directors or the executive director is unable to perform or fails to perform the duties of convening the shareholders' meeting, it shall be convened and presided over by the board of supervisors or the supervisors of the company without the board of supervisors; If the Board of Supervisors or supervisors do not convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting by themselves. Article 41
When convening a shareholders' meeting, all shareholders shall be notified fifteen days before the meeting; However, unless otherwise stipulated in the Articles of Association or agreed by all shareholders.
The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.