电科院: 关于修改公司章程的公告

Core Points - The company, Suzhou Electric Science Research Institute Co., Ltd., is proposing amendments to its Articles of Association to align with relevant laws and regulations, including changes in the structure and roles of the board and shareholders [1][2][3] Group 1: Amendments to Articles of Association - The board will establish an audit committee to exercise the powers previously held by the supervisory board, and the term "shareholders' meeting" will be changed to "shareholders' assembly" [1] - The legal representative of the company will now be the chairman instead of the general manager, with a new legal representative to be determined within 30 days of resignation [1][2] - The company will bear civil liability for actions taken by the legal representative in the course of their duties, with the right to seek compensation from the representative if negligence is proven [1][2] Group 2: Share Capital and Shareholder Rights - The total number of shares is 749,094,187, with a history of capital increases through various methods, including public offerings and capital reserve transfers [2][3] - Shareholders holding more than 5% of the company's shares must return any profits gained from buying and selling shares within a six-month period [3][4] - Shareholders have rights to dividends, participate in meetings, supervise company operations, and access company documents [5][6] Group 3: Governance and Decision-Making - The shareholders' assembly is the company's governing body, responsible for major decisions such as approving financial reports, profit distribution, and changes to the Articles of Association [8][9] - Specific external guarantees require approval from the shareholders' assembly, particularly if they exceed certain thresholds related to the company's net assets [9][10] - The company must provide financial assistance for share purchases only under specific conditions and with proper approvals [9][10]