Core Points - The company is revising its Articles of Association to align with the changes in the Company Law and Securities Law of the People's Republic of China [1][2][3] Summary by Sections - Article 1: The revised Article emphasizes the protection of the rights of the company, shareholders, employees, and creditors [1] - Article 7: The general manager is designated as the legal representative of the company, with a stipulation for appointing a new representative within thirty days of resignation [2] - Article 8: Clarifies that shareholders are only liable for the company's debts to the extent of their subscribed shares, while the company is liable for its debts with all its assets [5] - Article 9: The Articles of Association become a legally binding document for the company, shareholders, directors, supervisors, and senior management upon effectiveness [5] - Article 14: Reiterates the principles of fairness and equality in the issuance of shares, ensuring that all shares of the same category have equal rights [5] - Article 18: States that the total number of shares issued by the company is 242,625,800, all of which are ordinary shares [5] - Article 19: Prohibits the company and its subsidiaries from providing financial assistance for acquiring shares, with exceptions for employee stock ownership plans [8] - Article 20: Outlines the methods for increasing capital, including public and private offerings, and distribution of bonus shares [20] - Article 25: Affirms that shares must be transferred in accordance with the law [25] - Article 27: Specifies that shares issued before the public offering cannot be transferred within one year of the company's stock being listed [27] - Article 28: Establishes that directors and senior management must declare their shareholdings and that their annual transfer of shares is limited to 25% of their total holdings [28] - Article 34: Introduces provisions for shareholders to request legal action against the board if they fail to act on shareholder requests [34] - Article 39: Mandates that controlling shareholders and actual controllers must act in accordance with laws and regulations to protect the interests of the listed company [39] - Article 44: Requires shareholder approval for external guarantees exceeding 10% of the company's latest audited net assets [44]
劲拓股份: 《公司章程》修订对照表(2025年5月)