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Q&A Regarding New Company Law of 2024 (21)

Answer
Q:
How often is the shareholders' meeting of a joint stock limited company held?
A:
The shareholders' meeting shall be held once a year. Under any of the following circumstances, a temporary shareholders' meeting shall be convened within two months:
  1. The number of directors is less than two-thirds of the number prescribed in the Company Law or the articles of association;
  2. The company's uncompensated losses amount to one-third of the total share capital;
  3. When requested by shareholders who hold more than 10% of the company's shares individually or in aggregate;
  4. When deemed necessary by the Board of Directors;
  5. When proposed by the Board of Supervisors;
  6. Other circumstances stipulated in the articles of association.

Q:
Who presides over the shareholders' meeting of a joint stock limited company?
A:
The shareholders' meeting shall be convened by the Board of directors and presided over by the chairman; If the chairman is unable to perform his duties or fails to do so, the vice chairman shall preside; If the vice chairman is unable to perform his duties or fails to perform his duties, a director shall be jointly nominated by more than half of the directors to preside.
If the board of directors is unable or fails to perform its duty of convening a shareholders' meeting, the board of supervisors shall convene and preside over the meeting in a timely manner; If the board of supervisors does not convene and preside over the meeting, the shareholders who hold more than 10% of the company's shares individually or collectively for more than 90 consecutive days may convene and preside over the meeting on their own.

Q:
How long in advance should shareholders be notified of convening a shareholders' meeting?
A:
When holding a shareholders' meeting, shareholders shall be notified of the time and place of the meeting and the matters to be considered 20 days in advance of the meeting; Notice shall be given to all shareholders 15 days in advance of the convening of the provisional shareholders' meeting.

Q:
How many votes are needed to pass a resolution made at a shareholders' meeting?
A:
A resolution of the shareholders' meeting shall be adopted by more than half of the voting rights of the shareholders present at the meeting.
Resolutions to amend the articles of association of the company, increase or decrease the registered capital, and resolutions to merge, split, dissolve or change the form of the company shall be adopted by more than two-thirds of the voting rights of the shareholders present at the meeting.

Q:
How to prepare the minutes of the shareholders' meeting?
A: The shareholders' meeting shall prepare minutes of the decisions on the items discussed, and the chairpersons and directors present at the meeting shall sign the minutes. The minutes of the meeting shall be kept together with the register of signatures of the shareholders present and the proxy for attendance.

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