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================================================================================================================================================================================================================================================================================================================================================================================================================================================================================================================ As the 2021 annual report season comes to an end, listed companies will hold 2021 annual shareholders' meetings one after another.
Affected by the epidemic in 2020, the Buffett shareholders' meeting was held online for the first time and was held in the form of pictures, texts and videos. Under the epidemic, "cloud shareholders' meeting" has also become a new choice for more and more listed companies and shareholders.
How can listed companies strengthen their connection with shareholders and improve corporate governance, how can shareholders participate in shareholder meetings, and what precautions should be paid attention to when convening shareholders' meetings?
Below Xiaoni talks about the matters of shareholders' meetings from 10 aspects .
1. What are the conveners of the shareholders' meeting?
Annual shareholders' meeting: Board of Directors
Extraordinary shareholders' meeting: Board of Directors, Board of Supervisors, common shareholders who hold more than 10% of the company's shares individually or in total for more than 90 consecutive days (including preferred shareholders whose voting rights are restored).
2. What are the requirements for the time of notice of shareholders’ meeting?
convener shall notify all common shareholders (including preferred shareholders with restored voting rights) by announcement twenty days before the annual general meeting of shareholders , and the extraordinary general meeting of shareholders shall notify all common shareholders (including preferred shareholders with restored voting rights) by announcement fifteen days before the meeting of .
It is necessary to note that if an annual shareholders' meeting cannot be held before the end of June, it shall be reported to the China Securities Regulatory Commission's dispatched agency and exchange, explain the reasons and announce them.
3. How to propose proposals and temporary proposals for the general meeting of shareholders?
The company holds a shareholders' meeting. The board of directors, the board of supervisors, and common shareholders (including preferred shareholders whose voting rights are restored) who individually or in combination have the right to submit proposals to the company. The content of the proposal
shall fall within the scope of the powers of the general meeting of shareholders, have clear agenda and specific resolution matters, and comply with the relevant provisions of laws, administrative regulations and the company's articles of association.
ordinary shareholders (including preferred shareholders with restored voting rights) who individually or in total hold more than 33% of the company's shares may submit temporary proposals and submit them in writing to the convener ten days before the shareholders' meeting is held. The convener shall issue a supplementary notice of the shareholders' meeting within two days after receives the proposal and announce the content of the temporary proposal.
In addition to the above provisions, after the convener issues the notice of the shareholders' meeting, shall not modify the proposals listed in the notice of the shareholders' meeting or add new proposals .
listed companies check the proposal before issuing the notice.
Science and Technology Innovation Board, GEM, and Beijing Stock Exchange all have regulations on arrangements for differences in voting rights. Shareholders who individually or in total have the right to submit a shareholders' meeting plan.
4, Objects to attend the shareholders' meeting
As of the closing of the afternoon of the equity registration day, the shareholders of the company registered with China Registration and Settlement Co., Ltd. have the right to attend the shareholders' meeting , and may appoint an agent in writing to attend the meeting and participate in the voting. The agent does not have to be a shareholder of the company.
5, meeting registration
Natural person shareholders:
If a natural person shareholder attends the meeting in person, he/she shall present the stock account card, his/her ID card or other valid certificate or proof that can prove his/her identity; if he/she attends the meeting on behalf of others, he/she shall submit the agent’s valid ID card and shareholder authorization letter.
Legal shareholder:
Hold a copy of the business license (stamped with the official seal), shareholder account card, legal person authorization letter and attendee ID card to complete the registration procedures.
CSRC encourages listed companies to provide shareholders with diversified registration channels in accordance with the relevant provisions of the "Guidelines for the Governance of Listed Companies", if conditions permit, provides shareholders with diversified registration channels , including but not limited to letters, faxes, QR codes, etc., to facilitate shareholders to attend meetings .
In 2020, YiDong launched an on-site shareholders' meeting service, providing mobile phone scanning QR code pre-registration, electronic authentication sign-in, ID card reading and other fast authentication of shareholder identity. On-site electronic voting automatically enters, automatically calculates online voting data, and merges results . Effectively improve the efficiency of shareholders' meeting and provide convenience for shareholders.
6. Methods of convening shareholders' meetings
The shareholders' meeting of listed companies shall be set up and held in the form of on-site meetings. In accordance with the provisions of laws, administrative regulations, the China Securities Regulatory Commission or the company's articles of association, adopts a safe, economical and convenient network and other methods to facilitate shareholders to attend the shareholders' meetings. Shareholders who participate in the shareholders' meeting through the above methods shall be deemed to be present.
In March 2022, in response to the epidemic, the Shanghai Stock Exchange optimized self-discipline supervision services, innovated supervision methods, and supported the reporting of information disclosure documents in electronic signature form; supports the online shareholder meeting.
adapts to the needs of epidemic prevention and control, allowing investors to further understand the problem that listed companies provide more channels and information, and improve the traditional on-site meeting methods that cannot mobilize shareholders' enthusiasm for attending the meeting. YiDong integrates digital functions such as YiDong live broadcast, YiDong cloud meeting, YiDong electronic signature, event appointments and other digital functions and on-site service tools for shareholders' meetings, and launch YiDong online shareholders' meeting platform. The platform supports online registration, electronic sign-in, and online voting of shareholders, helping listed companies to complete the shareholders' meeting efficiently and conveniently from preliminary preparation to on-site sign-in, from vote counting statistics to announcement generation, compliant technology to optimize traditional working methods, and improve the governance level of listed companies. On April 22, 2022, Hualin Securities successfully held the first online shareholders' meeting of the Shenzhen Stock Exchange Main Board with the help of Yidong's online shareholders' meeting platform.
7. Who will preside over the shareholders' meeting
Shareholders' meeting is chaired by the chairman. When the chairman of the board is unable to perform his duties or fails to perform his duties, the vice chairman shall preside over the meeting; when the vice chairman of the board is unable to perform his duties or fails to perform his duties, a director elected by more than half of the directors shall preside over the meeting.
General meeting of shareholders convened by the Supervisory Board shall be presided over by the Chairman of the Supervisory Board. When the chairman of the supervisory board is unable to perform his duties or fails to perform his duties, the vice chairman of the supervisory board shall preside over the meeting; when the vice chairman of the supervisory board is unable to perform his duties or fails to perform his duties, a supervisor elected by more than half of the supervisors shall preside over the meeting. The shareholders' meeting convened by shareholders themselves shall be presided over by representatives elected by the convener.
8, voting for the general meeting of shareholders
Shareholders may attend the general meeting of shareholders in person and exercise their voting rights, or they may entrust others to attend on their behalf and exercise their voting rights within the scope of authorization.
When shareholders have a relationship with the matters to be considered by the shareholders' meeting, they should abstain from voting . The shares with voting rights held by them are not included in the total number of shares with voting rights attending the shareholders' meeting.
Except for the cumulative voting system, the general meeting of shareholders shall vote on all proposals item by item.
The same voting right can only choose one of the in the on-site, online or other voting methods. If there is a duplicate vote for the same voting right, the result of the first vote shall prevail.
9, information disclosure of shareholders' meeting
33listed companies shall promptly disclose the shareholders' meeting resolution announcement after the shareholders' meeting is over. If the proposal is not passed, or if the current shareholders' meeting changes the resolution of the previous shareholders' meeting, a special reminder shall be made in the announcement of the shareholders' meeting resolution. At the same time, listed companies should also pay attention to the authenticity, accuracy and completeness of the disclosure of the resolution to ensure that they are consistent with the actual situation.
10. Notes on shareholders' meeting
(1) The notice of the shareholders' meeting of a listed company states the specific date of the equity registration date . If shareholders want to attend the shareholders' meeting, they must hold the company's shares at the close of the equity registration date. The interval between the equity registration date and the meeting date is no more than seven working days. Once the equity registration date is confirmed, it cannot be changed.
(2) Shareholders can participate in the meeting on-site voting or online voting.
Shareholders who participated in the on-site voting must not be late for to avoid being unable to vote. According to regulations, the meeting registration shall be terminated before the meeting chairman announces the number of shareholders and proxies attending the meeting in person and the total number of shares with voting rights held; The number of shareholders and proxies attending the meeting in person and the total number of shares with voting rights held shall be based on the meeting registration .
The voting time of shareholders participating in online voting through the trading system voting platform is the trading time period on the day the shareholders' meeting is, 9:15-9:25, 9:30-11:30, 13:00-15:00; the voting time through the Internet voting platform is 9:15-15:00 on the day the shareholders' meeting is.
(2) It should be noted that unfilled, incorrectly filled, illegible ballots or uncast ballots are deemed to be waived of voting rights , and the voting results for the number of shares held by it are counted as "abstention".
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