001220SZSE

Establishment and Operation of the Shareholders' Meeting, Board of Directors, Supervisory Board, Independent Directors, and Board Secretary System

Shimeng Co., Ltd.·

✨ AI Summary

This announcement outlines the establishment and operational status of governance structures at Shimen Supply Chain Management Co., Ltd. Key decisions include the approval of the independent director system and the dissolution of the supervisory board, transferring its powers to the audit committee. The company has held 17 shareholder meetings and 35 board meetings, ensuring compliance with legal and regulatory requirements.

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Full Translation

AI Translation· azure_openai
  1. Establishment and Operation of the Shareholders' Meeting System
    1. Rights and Obligations of Shareholders
      Shareholders of the issuer enjoy rights and assume obligations according to the type of shares they hold; shareholders holding the same type of shares enjoy equal rights and assume the same obligations. According to the Articles of Association, shareholders have the following rights:
    • (1) To receive dividends and other forms of profit distribution according to their shareholding.
    • (2) To request the convening, hosting, attending, or appointing agents to attend the shareholders' meeting and exercise corresponding voting rights.
    • (3) To supervise the company's operations and make suggestions or inquiries.
    • (4) To transfer, donate, or pledge their shares according to laws, administrative regulations, and the Articles of Association.
    • (5) To review and copy the Articles of Association, shareholder register, meeting minutes of the shareholders' meeting, board resolutions, and financial reports. Eligible shareholders may review the company's accounting books and vouchers.
    • (6) To participate in the distribution of remaining assets according to their shareholding when the company is terminated or liquidated.
    • (7) To request the company to repurchase their shares if they dissent from resolutions made by the shareholders' meeting regarding company mergers or divisions.
    • (8) Other rights provided by laws, administrative regulations, departmental rules, or the Articles of Association.
      Shareholders requesting to review the information mentioned above or obtain materials must provide written documents proving their shareholding category and quantity. The company will verify the shareholder's identity and provide the requested information.
      If the resolutions of the shareholders' meeting or board violate laws or regulations, shareholders have the right to request the people's court to declare them invalid. If the convening procedures, voting methods, or resolution contents violate laws, regulations, or the Articles of Association, shareholders may request the court to revoke the resolutions within 60 days from the date of the resolution.
      If directors or senior management violate laws, regulations, or the Articles of Association while performing their duties, causing losses to the company, shareholders holding more than 1% of shares for over 180 days may request the audit committee to file a lawsuit. If the audit committee violates laws, regulations, or the Articles of Association, these shareholders may request the board to file a lawsuit. If the audit committee or board refuses to file a lawsuit or fails to do so within 30 days of receiving the request, or if immediate action is necessary to prevent irreparable harm to the company's interests, these shareholders may file a lawsuit in their own name for the company's benefit. If others infringe upon the company's legal rights, the aforementioned shareholders may also file a lawsuit according to the previous provisions.
    1. Powers of the Shareholders' Meeting
      According to Article 35 of the Articles of Association, the shareholders' meeting consists of all shareholders and is the company's power institution, exercising the following powers:
    • (1) To elect and replace directors and decide on their remuneration.
    • (2) To review and approve the board's reports.
    • (3) To review and approve the company's annual financial budget, final accounts, and annual operational plans, including any annual capital expenditure budget, operational budget, and financial plan.
    • (4) To review and approve the company's profit distribution and loss compensation plans.
    • (5) To make resolutions on increasing or decreasing registered capital (except for increases due to the company's issuance and listing).
    • (6) To make resolutions on issuing corporate bonds.
    • (7) To make resolutions on mergers, divisions, dissolutions, liquidations, or changes in company form.
    • (8) To amend the Articles of Association (no further voting is required for amendments resulting from the exercise of other powers by the shareholders' meeting).
    • (9) To make resolutions on hiring or dismissing the accounting firm responsible for the company's audit.
    • (10) To review and approve guarantee matters that should be reviewed by the shareholders' meeting as stipulated in the Articles of Associati

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