Category: Money tips Release Date: 2006-06-04
Editor's Note:
To further standardize the behavior of listed companies to ensure the general meeting of shareholders in exercising their functions and powers to implement the new "Company Law" and "Securities Law" and other relevant laws and regulations, China Securities Regulatory Commission recently issued the "Rules of the Assembly of shareholders of listed companies." The shareholders general meeting of shareholders involved in the highest authority of corporate governance, shareholders with the good "rules of general meeting of shareholders of listed companies", cherish their own hands the power to actively participate in corporate governance in order to get to effectively safeguard their own legitimate rights and interests.
Who is entitled to call a general meeting of shareholders
According to "Rules of the Assembly of shareholders of listed companies" (hereinafter "the Rules") provides that the convening of the EGM, including the proposal to convene and self-convened.
May propose to the Board to convene EGM of the main body, including independent directors, board of supervisors, and alone or together, hold more than 10% stake in the company's shareholders. If the proposal is not approved, self-convene and preside over the main body of the provisional shareholders meeting, includes a board of supervisors, for more than 90 consecutive days alone or together, hold more than 10% stake in the company's shareholders.
It is worth mentioning that alone or together hold more than 10% stake in the company's shareholders have the right to request of the Board held a provisional shareholders meeting, the board did not agree, will continue to propose to the Supervisory Board held a provisional shareholders meeting, the board of supervisors is not issued within the prescribed time limit of shareholders notice of the General Assembly, and as a supervisory board does not convene and preside over the shareholders of the General Assembly, more than 90 consecutive days alone or together, hold more than 10% stake in the company's shareholders can convene and preside over their own.
From this, in reality, under the ownership structure, the small shareholders, convening of a provisional shareholders meeting on their own "threshold" is still relatively high, and only hopes the active participation of institutional investors, shareholders.
Shareholders general meeting of shareholders convened on their own by the company to "pays the bill"
Supervisory Board or shareholders has decided to convene general meeting of shareholders, should be regarded as an effective check and balance of power for the board of directors. According to regulations, the board of supervisors and the convening of general meeting of shareholders shall be given notice and publish notice of shareholders of General Assembly resolutions, to the location of the CSRC's dispatched institutions and stock exchanges to submit the relevant supporting documents.
Taking into account its own board of supervisors or shareholders general meeting of shareholders convened by the board of directors may be contrary to this "rules" provides that the Secretary of the Board and the Board should meet. The Board should be provided to shareholders of record on the register of shareholders. The Board did not provide the register of shareholders, the convenor may convene general meeting of shareholders held to inform the relevant notice to the securities registration and clearing institutions to apply for access. In order to prevent shareholders, the roster was the convenor for other improper purposes, "rules" have been restrictive provisions.
General meeting of shareholders in corporate governance as an important public authority, board of supervisors or shareholders general meeting of shareholders convened on their own also have a legitimate force of law, "rules" also with special emphasis on meeting the necessary expense of the listed company.
How to exercise the right of shareholder proposals
According to regulations, alone or together hold more than 3% stake in the company's shareholders can convene on the 10th general meeting of shareholders to submit an interim proposal and submitted in writing to the convenor. Convenor of the proposals should be received two days after the general meeting of shareholders to issue additional notice, notice of the provisional proposal's contents. Otherwise, the convenor at the general meeting of shareholders to issue the notice, the notice shall not modify the general meeting of shareholders is set out in the proposal or add new proposal. The content of the proposal should belong to the shareholders of the General Assembly mandate, there is a clear matter of issues and specific resolutions and in line with laws, administrative regulations and relevant provisions of the Articles of Association.
The shareholders the right to inviolability of Participants
In accordance with previous practice, and some listed companies will be asked to participate in the shareholders general meeting of shareholders register in advance to participants. Under the "rules" provided to shareholders of record on all shareholders of record or their agents, are entitled to attend general meeting of shareholders of listed companies and the convenor shall not be any reason to refuse. Thus, participants register in advance is not a necessary condition for the shareholders of participants. Of course, the participants should also be shareholders holding shares account card, identity card or other able to demonstrate that their identity document or valid proof of attending the general meeting of shareholders. Agents should also be submitted to the shareholders and personal power of attorney valid identity documents.
General meeting of shareholders to have the order of protection
According to the provisions of the Convenor and attorneys general meeting of shareholders pursuant to the securities registration and settlement institutions should be provided by the register of shareholders of common shareholders to verify the legitimacy of eligibility and register the name or names of shareholders and the number of shares held by voting. During the meeting moderator announced that the shareholders attending the meeting site and the number of agents and the total number of voting shares held before the conference registration should be discontinued. In other words, participants missed the meeting of shareholders if the registration, may lose their voting rights.
Taking into account the individual shareholders of listed companies have appeared in order in a chaotic situation, "rules" provides that the Board of Trustees, and other convener shall take the necessary measures to ensure the normal order of general meeting of shareholders. General meeting of shareholders for the disturbance, disturb and violations of the legitimate rights and interests of the shareholders, should adopt measures to stop and report the relevant departments investigate and deal with. Therefore, the general meeting of shareholders to participate in the relevant personnel should be legally acted within the scope of compliance.
Cherish their right to vote
"Rules" provides general meeting of shareholders on the election of directors, supervisors vote, in accordance with the provisions of the articles of incorporation or a shareholder of the General Assembly resolutions, the cumulative voting system can be implemented.
The shareholders attending the shareholders meeting, the proposal should be submitted to a vote on "consent", "no" or "abstention" views. Without fill in, fill in the wrong, illegible handwriting of votes or the votes cast by voters abstain from voting are considered as the right to vote its holdings of the shares shall be counted as "abstain." Thus, shareholders should seriously vote, do not simply give up their rights.
As for the related transaction, "rules" provides that the shareholders and the shareholder meeting to consider the matter to be associated with the relationship, it should be avoided to vote their voting shares held by shareholders attending the General Assembly are not included in total number of shares voting.
The resolution may be revoked according to law illegal
Convening meetings of the shareholders of the General Assembly procedures, violation of voting laws, administrative regulations or the articles of incorporation, or the content of the resolution violated the articles of incorporation, the shareholders can be made from the date of the resolution within 60 days, request the people's court to withdraw.
Shareholders of the General Assembly resolutions should be announced in good time attending the meeting notice shall indicate the number of shareholders and agents, the total number of voting shares held by companies have accounted for the proportion of the total number of voting shares, voting, voting on each proposal and adopted the results of the various resolution details.
Shareholder approval of the relevant directors, supervisors election proposal, the new directors, supervisors office according to the provisions of the articles of incorporation.
Shareholder approval of the relevant faction now, Major Holders, or capital surplus Zhuanzengguben proposal, shareholders of listed companies should be within 2 months after the end of the implementation of specific programs.
Development of "Shichangjinru" stringent regulatory measures
Under the "rules" provides that the shareholders of the General Assembly convened, held and related information disclosure does not meet the requirements, the CSRC and its dispatched institutions have the right to order the listed company or the responsible person within a time limit to be publicly censured by the stock exchange. Directors, supervisors or the Board secretary violated the rules do not effectively discharge its responsibilities, the CSRC and its dispatched institutions have the right to order its correction by the stock exchange to be publicly censured; for serious or not corrected, the China Securities Regulatory Commission the implementation of security related personnel can Shichangjinru.
