彩讯股份: 关于修订《公司章程》及部分制度的公告

Core Viewpoint - The company has revised its articles of association and certain internal regulations to align with legal requirements and improve governance practices. Summary by Sections Revision of Articles of Association - The company held its third board meeting on June 10, 2025, to approve amendments to its articles of association and internal regulations [1] - The revisions aim to protect the rights of shareholders, employees, and creditors while ensuring compliance with the Company Law and Securities Law [1] Specific Amendments - The company’s registered name and address have been updated in the articles [1] - The role of the chairman as the legal representative has been clarified, including the process for appointing a new legal representative [1] - The liability of shareholders is defined, stating that they are only liable to the extent of their subscribed shares [1] - The articles now specify that the company’s assets are to be divided into equal shares, and the company is responsible for its debts with its total assets [1] Governance and Shareholder Rights - The articles establish that shareholders can sue each other and the company’s directors and senior management [1] - The definition of senior management has been expanded to include the general manager, deputy general managers, financial officer, and board secretary [2] - The company’s business scope has been reaffirmed, focusing on technology development and consulting in computer software and hardware [2] Share Issuance and Rights - The principles of fairness and equality in share issuance have been emphasized, ensuring that all shares of the same category have equal rights [2] - The company is prohibited from providing financial assistance for the acquisition of its shares, with specific exceptions for employee stock ownership plans [3] Capital Increase and Share Buyback - The company can increase its capital through various methods, including public offerings and private placements, subject to shareholder approval [4] - Conditions under which the company can repurchase its shares have been outlined, including the need for board and shareholder resolutions [5] Shareholder Obligations and Rights - Shareholders are required to comply with laws and regulations and are prohibited from withdrawing their capital except in legally defined circumstances [15] - The rights of shareholders include profit distribution, participation in meetings, and the ability to request information from the company [11][12] Board and Shareholder Meeting Procedures - The procedures for convening board and shareholder meetings have been detailed, including voting requirements and the process for challenging resolutions [11][12] - The company must disclose information regarding significant transactions and ensure compliance with legal and regulatory requirements [12][20]