Core Points - Heilongjiang Tianyouwei Electronics Co., Ltd. is established as a joint-stock company with a registered capital of RMB 160 million, transitioning from a limited liability company [1][2] - The company plans to publicly issue 40 million shares and is set to be listed on the Shanghai Stock Exchange on April 24, 2025 [1][3] - The company’s business scope includes manufacturing and sales of automotive parts, electronic components, and various technical services [1][2] Company Structure - The company is governed by a charter that outlines the rights and obligations of shareholders, directors, and management [1][2] - The chairman serves as the legal representative of the company [1] - The company is designed for perpetual existence, ensuring continuity in operations [1] Share Issuance and Capital - The shares are issued at a par value of RMB 1 each, with a total of 160 million shares available [2][3] - The company’s capital structure allows for various methods of capital increase, including public and private offerings [2][3] - Shareholders are limited in their ability to transfer shares within the first year of issuance [3] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions based on their shareholdings [4][5] - The company mandates that shareholders adhere to legal and charter obligations, including the prohibition of share buybacks under certain conditions [6][7] - Shareholders holding more than 5% of voting shares must report any pledges of their shares [7][8] Governance and Meetings - The company holds annual and extraordinary shareholder meetings to discuss key decisions, including profit distribution and capital changes [9][10] - The board of directors is responsible for convening meetings and ensuring compliance with legal requirements [11][12] - Voting at shareholder meetings requires a majority for ordinary resolutions and a two-thirds majority for special resolutions [13][14] Financial Transactions and Accountability - Significant transactions, including asset sales and external guarantees, require shareholder approval if they exceed specified thresholds [15][16] - The company is obligated to maintain transparency in financial dealings and protect shareholder interests [17][18] - Directors and senior management are accountable for their actions and can be sued by shareholders for breaches of duty [19][20]
天有为: 黑龙江天有为电子股份有限公司章程