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和辉光电: 上海和辉光电股份有限公司章程

Core Points - The company, Everdisplay Optronics (Shanghai) Co., Ltd., was established through the overall change of its predecessor, Shanghai Hehui Optoelectronics Co., Ltd., and inherits all rights and obligations from the original company [2][3] - The company was registered with the Shanghai Municipal Market Supervision Administration and obtained a business license, with a registered capital of RMB 13,809,437,625 [3][4] - The company focuses on AMOLED display technology, aiming to maximize shareholder value and social value through innovation and independent research and development [4][5] - The company issued a total of 3,083,660,725 shares after the full exercise of the over-allotment option during its initial public offering on the STAR Market [3][4] Company Structure and Governance - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, supervisors, and senior management [3][4] - The chairman of the board serves as the legal representative of the company, and the company must appoint a new legal representative within 30 days if the current one resigns [3][4] - The company has established a party organization in accordance with the Communist Party of China’s regulations, providing necessary conditions for its activities [4] Share Issuance and Capital Management - The company’s shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [4][5] - The company can increase its capital through various methods, including issuing shares to unspecified or specific objects, and can also reduce its registered capital following legal procedures [5][6] - The company is prohibited from purchasing its own shares, except under specific circumstances outlined in its articles of association [5][6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, supervise the company’s operations, and transfer their shares in accordance with the law [10][11] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [13][14] - The company’s articles of association stipulate that shareholders holding more than 1% of shares can request the convening of a temporary shareholders' meeting [22][23] Decision-Making and Voting Procedures - The shareholders' meeting is the company’s decision-making body, responsible for electing directors and supervisors, approving financial reports, and making significant corporate decisions [47][48] - Resolutions can be passed by ordinary or special resolutions, with specific voting thresholds required for different types of decisions [81][82] - The company must ensure that the voting process is transparent, especially for matters affecting minority investors, and must disclose voting results promptly [35][36]