ST银江: 关于修订《公司章程》及部分公司制度的公告

Core Viewpoint - The company has revised its articles of association and related regulations to enhance governance and compliance with relevant laws and regulations, ensuring the protection of the rights of shareholders and creditors. Summary by Sections Revision of Articles of Association - The company has amended its articles to better protect the rights of the company, shareholders, employees, and creditors, in accordance with the Company Law and other relevant regulations [1][2][3]. Legal Representation and Responsibilities - The general manager serves as the legal representative of the company, and upon resignation, a new representative must be appointed within 30 days. The company bears civil liability for actions taken by the legal representative in the course of their duties [2][3]. Share Issuance and Rights - The issuance of shares must adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category. The total number of shares issued by the company is 794.677974 million shares, all of which are ordinary shares [5][19]. Financial Assistance Restrictions - The company and its subsidiaries are prohibited from providing financial assistance for the purchase of shares, except for employee stock ownership plans. Any financial assistance provided must not exceed 10% of the total issued capital [5][19]. Capital Increase Methods - The company can increase its capital through various methods, including public offerings, private placements, and stock dividends, subject to shareholder approval [7][19]. Share Buyback Conditions - The company is restricted from repurchasing its shares except under specific conditions, such as capital reduction or dissenting shareholder requests during mergers [8][19]. Shareholder Rights - Shareholders have the right to receive dividends, attend meetings, supervise company operations, and request information. They can also demand the company buy back shares under certain conditions [12][19]. Governance and Decision-Making - The company’s governance structure allows shareholders to convene meetings, vote on key decisions, and hold directors accountable for their actions. Decisions made by the board or shareholders must comply with legal and regulatory requirements [23][25]. Responsibilities of Major Shareholders - Major shareholders and actual controllers must act in the best interests of the company and its public shareholders, avoiding actions that could harm the company’s interests [19][20][21].