SICC Co., Ltd. released an updated “Rules of Procedure for General Meeting” (effective 28 April 2026), refining shareholder-meeting authority, approval thresholds and voting mechanisms. Key features are as follows:
• Expanded shareholder powers. The general meeting must now clear: – Related-party transactions above RMB30.00 million and exceeding 1% of the company’s latest audited total assets or market value. – Asset purchases or disposals within one year that surpass 30% of total assets. – Equity incentive schemes, changes in use of proceeds and any action that may materially affect core technical secrets.
• Stricter guarantee controls. External guarantees require shareholder approval when, among others, the total guarantee amount exceeds 50% of net assets, any single guarantee surpasses 10% of net assets, or the counterparty’s liability-to-asset ratio is above 70%. Guarantees for controlling shareholders or their related parties must be backed by counter-guarantees.
• Capital-raising delegation. The annual general meeting may authorise the Board to issue shares of up to RMB300.00 million, capped at 20% of prior-year net assets; the mandate expires at the next annual meeting.
• Meeting convening rights and timelines. – Annual meetings must be held within six months after the fiscal year-end. – Extraordinary meetings must be convened within two months when triggers such as board size falling below six directors or cumulative losses reaching one-third of share capital occur. – Independent directors, the Audit Committee or shareholders holding at least 10% of shares can compel an extraordinary meeting if the Board fails to act.
• Notice and proposal rules. Written notice is required 20 days before an annual meeting and 15 days before an extraordinary meeting. Shareholders holding at least 1% may submit proposals 10 days in advance; the convener must publish a supplementary notice within two days.
• Enhanced voting safeguards. – Each share carries one vote; company-held shares have no voting rights. – Cumulative voting applies when electing multiple directors or when a single shareholder and concert parties control 30% or more of shares. – Minority-investor votes are tallied and disclosed separately on material matters. – Ballot counting involves shareholder representatives and legal counsel; results are announced on site and disclosed promptly.
• Implementation and compliance. Resolutions on cash dividends, bonus shares or capitalisation must be executed within two months, subject to regulatory constraints. Meeting minutes and related materials must be retained for at least 10 years.
The updated rules align SICC’s corporate-governance framework with the Company Law, Securities Law and Hong Kong Listing Rules, aiming to strengthen transaction oversight, protect minority investors and clarify procedural responsibilities across the Board, Audit Committee and shareholders.
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