天赐材料: 关于就发行H股股票并上市修订公司章程及其相关议事规则的公告

Core Viewpoint - Guangzhou Tinci Materials Technology Co., Ltd. is revising its articles of association and related rules in preparation for the issuance and listing of H shares on the Hong Kong Stock Exchange, ensuring compliance with relevant regulations [1]. Summary by Sections Revision Explanation - The company plans to issue overseas listed foreign shares (H shares) and will amend its articles of association and related rules to align with this move [1]. - The revised articles will take effect upon the listing of H shares on the Hong Kong Stock Exchange [1]. Comparison of Articles of Association - The revised articles will maintain the protection of shareholders' and creditors' legal rights while ensuring compliance with the Company Law and Securities Law of the People's Republic of China, as well as the Hong Kong Listing Rules [1]. - The total number of shares post-H share issuance will be specified, including the number of A shares and H shares [4]. Capital Management - The company can increase or decrease its registered capital through shareholder resolutions, and the board of directors is authorized to handle the necessary registration changes [2][5]. - The company is prohibited from providing financial assistance for the purchase of its shares, except under specific conditions approved by the board [4][5]. Shareholder Rights and Obligations - Shareholders have rights to dividends, participation in meetings, and the ability to supervise company operations [15][16]. - Shareholders must comply with laws and the company's articles of association, including obligations related to capital contributions and not abusing shareholder rights [38]. Governance and Control - The company’s controlling shareholders and actual controllers are prohibited from harming the company's interests through related party transactions [40]. - The board of directors must ensure the independence of the company's financial activities and prevent any interference from controlling shareholders [19][20].