TOREAD(SZ:300005) Zheng Quan Zhi Xing·2025-06-09 13:55Core Viewpoint - The company has revised its articles of association and governance systems to enhance corporate governance and compliance with relevant laws and regulations [1][2][3]. Summary by Sections Revision of Articles of Association - The company has amended certain provisions of its articles of association to better protect the rights of shareholders, employees, and creditors, in accordance with the latest legal requirements [1][2]. - The revised articles now include provisions that clarify the responsibilities of the legal representative and the company’s liability for civil activities conducted in its name [2][3]. Shareholder Rights and Responsibilities - The articles specify that shareholders can sue the company, and the company can sue shareholders, directors, and senior management, establishing a clear legal framework for rights and obligations [3][4]. - Shareholders are entitled to equal rights concerning their shares, and the company is responsible for its debts with all its assets [3][4]. Financial Assistance and Capital Increase - The company can provide financial assistance for acquiring its shares, with a limit set at 10% of the total issued capital, requiring a two-thirds majority of the board for approval [5][6]. - The company can increase its capital through various methods, including issuing bonus shares and converting reserves into capital, subject to shareholder approval [6][7]. Share Repurchase and Restrictions - The company is allowed to repurchase its shares under specific conditions, such as reducing registered capital or for employee stock ownership plans, with necessary approvals from the board and shareholders [8][9]. - The articles outline the conditions under which the company can repurchase shares, including limits on the total number of shares repurchased [8][9]. Governance and Decision-Making - The articles detail the powers of the shareholders' meeting, including decisions on business direction, director elections, and financial distributions [22][23]. - The company must adhere to strict procedures for convening meetings and making decisions, ensuring transparency and accountability [16][17]. Related Party Transactions and Financial Guarantees - The company must seek shareholder approval for significant related party transactions and financial guarantees, particularly those exceeding certain thresholds [24][25]. - The articles emphasize the need for compliance with regulations regarding financial assistance and guarantees to protect the interests of shareholders and creditors [24][25].