Yankuang Energy Group Company Limited has released its revised “Rules of Procedures for Shareholders’ Meeting,” approved at the 2025 annual general meeting. The update aligns the company’s governance framework with the PRC Company Law, CSRC guidelines and the firm’s Articles of Association. Key points are as follows:
1. Scope of Powers • Shareholders’ meetings remain the company’s highest authority, empowered to elect and remunerate directors, approve profit distribution and capital changes, issue debt, and decide on mergers, divisions, dissolutions or liquidations. • Asset transactions or guarantees exceeding 30% of audited total assets, share option schemes and amendments to Articles of Association require shareholder approval.
2. Voting Thresholds • Ordinary resolutions pass with more than 50% of voting rights present. • Special resolutions require at least two-thirds of votes cast.
3. Meeting Frequency and Triggers • Annual general meetings must occur within six months after a fiscal year-end. • Extraordinary general meetings must be convened within two months when: – the board falls below legal or statutory size, – unrecovered losses reach one-third of paid-in capital, – shareholders holding at least 10% of shares request a meeting, or – other situations stipulated in the Articles of Association arise.
4. Shareholder Proposals • The board, audit committee or shareholders holding more than 1% of shares may submit motions. • Shareholders with at least 10% of shares for 90 consecutive days may convene a meeting themselves if the board and audit committee do not act.
5. Notice Periods • Annual meeting notices: at least 21 days in advance. • Extraordinary meeting notices: at least 15 days in advance. • Notices must specify venue, agenda, proxy procedures, registration deadline and online voting arrangements.
6. Participation and Voting • Shareholders may appoint one or more proxies; proxy solicitation must be free of charge. • On-site meetings must provide simultaneous internet voting; all votes via different channels are consolidated. • Associated shareholders must abstain where conflicts exist; company-held treasury shares have no voting rights.
7. Legal Oversight and Disclosure • A qualified lawyer must issue a legal opinion on the legality of meeting procedures and resolutions. • Resolutions, voting results and legal opinions are disclosed to both domestic and overseas stock exchanges on the meeting day. • Approved cash dividends, bonus shares or capitalisation issues must be implemented within two months after meeting closure.
8. Record-Keeping • Minutes, attendance registers and electronic voting data are archived for at least ten years and are available to shareholders for inspection.
The revised rules take immediate effect and supersede any previous versions. Any future conflicts with laws, regulations or listing rules will be resolved in favour of the higher authority.
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