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欣旺达: 《公司章程(草案)》修订对照表(H股发行上市后适用)

Core Points - The company has revised its articles of association to comply with regulations applicable after its H-share listing [1][2][3] - The revised articles aim to protect the legal rights of the company, shareholders, and creditors while standardizing the company's organization and behavior [2][4] - The company is structured as a joint-stock limited company established under Chinese law, with its registered capital and operational details specified [2][4][11] Summary by Sections General Provisions - The articles of association are established to maintain the company's legal rights and regulate its organization and behavior according to relevant laws [2][4] - The company is registered in Shenzhen and operates under the name "XWANDA Electronics Co., Ltd." with a unified social credit code [2][4] Capital Structure - The company's registered capital is specified in the articles, and the total number of shares is 1,845,806,346, with A-share shareholders holding 1,839,107,821 shares, accounting for 99.63% [11][12] - The company can issue various types of shares, including ordinary shares and GDRs, subject to regulatory approval [11][12] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [29][34] - The articles outline the procedures for transferring shares and the conditions under which shares can be repurchased by the company [21][25] Governance and Management - The chairman serves as the legal representative of the company, and the articles specify the process for appointing a new legal representative if the chairman resigns [4][5] - The company must adhere to legal requirements regarding the management of shareholder meetings and the distribution of dividends [29][34] Financial Assistance and Share Repurchase - The company is prohibited from providing financial assistance for the purchase of its own shares, with specific exceptions outlined [21][22] - The articles detail the conditions under which the company can repurchase its shares, including the need for shareholder approval [25][26]