The shareholders' meeting of a joint stock limited company is composed of all shareholders. The general meeting of shareholders is the authority of the company, and its powers include:

Two. Form of shareholders' meeting

Shareholders' meetings are divided into annual meetings and interim meetings. The annual meeting of shareholders' meeting is held once a 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 the number stipulated in the Company Law or two thirds of the number stipulated in the Articles of Association;

2. When the company's uncompensated losses reach the total paid-in share capital of 65,438+0/3;

3. Requests from shareholders who individually or collectively hold more than 65,438+00% of the company's shares;

4. When the board of directors deems it necessary;

5. When the Board of Supervisors proposes to convene;

6. Other circumstances stipulated in the Articles of Association.

Third, the convening of the shareholders' meeting

1. The shareholders' meeting shall be convened by the board of directors and presided over by the chairman; When the chairman is unable or fails to perform his duties, the vice chairman shall preside over it; 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 is unable 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 individually or collectively hold more than 65,438+00% of the company's shares for more than 90 consecutive days may convene and preside over the meeting by themselves.

2. 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 15 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.

3. A listed company shall, on the premise of ensuring the legality and effectiveness of the shareholders' meeting, expand the proportion of shareholders participating in the shareholders' meeting through various ways and means.

4. 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 before the shareholders' meeting 10; 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 general meeting of shareholders shall not make resolutions on matters not specified in the notice of shareholders.

Four. Voting and resolutions of the shareholders' meeting

1. Shareholders attend the shareholders' meeting and each share they hold has one vote. 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. The shares of the Company held by the Company have no voting rights.

2. The board of directors, independent directors and eligible shareholders of a listed company may solicit their voting rights at the shareholders' meeting from the shareholders of the listed company. The collection of voting rights shall be conducted in a free manner, and the information shall be fully disclosed to the collected persons.

3. Matters resolved by the shareholders' meeting are divided into ordinary matters and special matters.

(1) A resolution on ordinary matters at the general meeting of shareholders must be passed by more than half of the voting rights held by shareholders present at the meeting.

(2) The resolution of the shareholders' meeting on amending the Articles of Association, increasing or decreasing the registered capital, merger, division, dissolution or change of corporate form of the company must be adopted by more than two thirds of the voting rights held by the shareholders present at the meeting.

It should be noted that the company law does not stipulate the minimum number of people attending the shareholders' meeting and the shareholding ratio.

Verb (abbreviation for verb) cumulative voting system

1. The cumulative voting system refers to that when the shareholders' meeting elects directors or supervisors, each share has 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. The implementation of the cumulative voting system is conducive to minority shareholders to elect representatives to the management of the company according to their shareholding ratio, participate in the activities of the board of directors, and protect their interests.

2. According to the governance standards of listed companies, listed companies with controlling shareholders holding more than 30% of shares should adopt the cumulative voting system. A listed company adopting the cumulative voting system shall stipulate the detailed implementation rules in its articles of association.

Minutes of shareholders' meeting of intransitive verbs

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.