SHSTC(SH:600620) Zheng Quan Zhi Xing·2025-05-29 08:19Core Viewpoint - Shanghai Tianchen Co., Ltd. has revised its articles of association in accordance with the new Company Law effective from July 1, 2024, and related regulations, with significant changes including the cancellation of the supervisory board and updates to corporate governance practices [1][2][3]. Summary by Sections Company Articles Revision - The articles of association were amended to protect the rights of the company, shareholders, employees, and creditors, and to regulate the company's organization and behavior [1]. - The revised articles now include provisions for the legal responsibilities of the legal representative and the company's liability for damages caused by the representative's actions [3]. Shareholder Rights and Responsibilities - Shareholders are granted the right to sue other shareholders, directors, supervisors, and senior management, and the company can also sue shareholders [4]. - The articles specify that shareholders must comply with laws and regulations, and they are responsible for paying their subscribed capital [9]. Capital Increase and Stock Issuance - The company can increase capital through various methods, including public and private placements, and the issuance of bonus shares [5]. - The total number of shares issued by the company remains at 686,677,113, all of which are ordinary shares [4]. Share Buyback Regulations - The company is generally prohibited from repurchasing its own shares, with specific exceptions outlined, such as for capital reduction or employee stock ownership plans [5][6]. - Any share repurchase must be conducted through public trading methods or other legally recognized methods [6]. Governance and Decision-Making - The articles outline the powers of the shareholders' meeting, including the approval of financial reports, profit distribution, and major asset transactions [15]. - The company must hold a temporary shareholders' meeting within two months under certain conditions, such as when the number of directors falls below the required threshold [16]. Control and Accountability of Major Shareholders - Major shareholders and actual controllers are required to act in accordance with laws and regulations, ensuring they do not harm the interests of the company or other shareholders [11][12]. - They must maintain the company's independence and are prohibited from misusing their control to the detriment of the company [11][13].