金陵饭店: 金陵饭店股份有限公司关于修订《公司章程》及相关议事规则的公告

Core Viewpoint - The announcement details the revisions to the Articles of Association and related rules of Jinling Hotel Co., Ltd., including the abolition of the supervisory board and the transfer of its powers to the audit committee of the board of directors [1][2]. Summary by Sections Company Structure and Governance - The company will no longer have a supervisory board; its powers will be assumed by the audit committee of the board of directors [1]. - The Articles of Association will now serve as a binding document for the organization and behavior of the company, shareholders, and directors, with legal enforceability [1][2]. Share Capital and Shareholder Rights - The total number of shares is set at 390 million, all of which are ordinary shares with a par value of 1 yuan each [2]. - Shareholders are limited to transferring no more than 25% of their shares annually during their term of office, and shares cannot be transferred within one year of listing [3][4]. Share Issuance and Financial Contributions - The company will issue shares based on principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [1][2]. - The company can increase capital through various methods, including public offerings and private placements, as decided by the shareholders' meeting [2]. Rights and Obligations of Shareholders - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request meetings and propose agenda items [5][6]. - Shareholders must comply with laws and the Articles of Association, and they are liable for any damages caused by abusing their rights [15][39]. Meeting Procedures - The company will hold shareholder meetings at its registered office or other designated locations, allowing for both in-person and online participation [17][18]. - The board of directors is responsible for convening meetings and must ensure that all relevant documentation is available for shareholders [25][26].