The Company Law stipulates that the shareholders' meeting of a joint stock limited company shall be held once a year. However, there are legal circumstances, and an extraordinary general meeting of shareholders should be held within two months.
Article 100 of the Company Law stipulates that a joint stock limited company shall hold an annual meeting every year. In any of the following circumstances, an extraordinary general meeting of shareholders shall be held within two months:
(1) When the number of directors is less than two thirds of the number stipulated in this Law or the articles of association.
(2) When the company's uncompensated losses reach one third of the total paid-in share capital; ?
(3) The request of shareholders who individually or collectively hold more than 0/0% of the shares of the company/KLOC. ?
(4) When the board of directors deems it necessary; ?
(5) The time proposed by the board of supervisors. ?
(6) Other circumstances stipulated in the Articles of Association.
Extended data:
company law
Article 101 Convene and preside over the shareholders' meeting.
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.
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; 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.
Article 102 General Meeting of Shareholders
When convening a general meeting of shareholders, shareholders shall be informed of the time and place of the meeting and the matters to be considered 20 days before the meeting; The extraordinary shareholders' meeting shall be notified to all shareholders fifteen days before the meeting; 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.
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. The contents of the interim proposal shall fall within the terms of reference of the shareholders' meeting, with clear topics and specific resolutions.
The general meeting of shareholders shall not make resolutions on matters not listed in the notices in the preceding two paragraphs.
Holders of bearer shares attending the shareholders' meeting shall deposit their shares with the company five days before the shareholders' meeting and at the closing of the shareholders' meeting.
Article 103 Shareholders' voting rights
Shareholders attending the shareholders' meeting shall have one vote for each share they hold. However, the shares of the company held by the company have no voting rights.
The resolution of the shareholders' meeting must be passed by more than half of the voting rights held by the shareholders present at the meeting.
However, the resolutions of the shareholders' meeting to amend the Articles of Association, increase or decrease the registered capital, and the resolutions of the company's merger, division, dissolution or change of corporate form must be adopted by more than two thirds of the voting rights held by the shareholders present at the meeting.
Article 104 The shareholders' meeting has the right to make resolutions on major issues.
If this Law and the Articles of Association stipulate that matters such as company transfer, major asset transfer or external guarantee must be decided by the shareholders' meeting, the board of directors shall convene the shareholders' meeting in time, and the shareholders' meeting shall vote on the above matters.
Article 105 The cumulative voting system shall be adopted for the election of directors and supervisors.
When electing directors and supervisors at the shareholders' meeting, the cumulative voting system may be implemented according to the provisions of the articles of association or the resolutions of the shareholders' meeting.
The cumulative voting system referred to in this Law means that when a general meeting of shareholders elects directors or supervisors, each share enjoys the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used collectively.
Article 106 Agents attending the shareholders' meeting
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.
Article 107 Minutes of Shareholders' General Meeting
The shareholders' general meeting shall make minutes of the decisions on the matters discussed, and the meeting moderator and directors present at the meeting shall sign the minutes. The minutes of the meeting shall be kept together with the signature list of shareholders present and the power of attorney for proxy attendance.
References:
Baidu encyclopedia-shareholders' meeting