天龙集团: 关于修订《公司章程》的公告

Core Viewpoint - The company has revised its articles of association to enhance governance and clarify the rights and responsibilities of shareholders and management [1][2][3]. Summary by Sections Company Governance - The revised articles aim to protect the legal rights of the company, shareholders, employees, and creditors [1]. - The company will maintain its registered capital at RMB 758,527,150, which was fully paid as of December 11, 2023 [1]. Responsibilities of Management - The chairman of the board serves as the legal representative of the company, and any resignation will be treated as a resignation from this role as well [1]. - The company assumes civil liability for actions taken by the legal representative in the course of their duties [1]. Shareholder Rights and Responsibilities - Shareholders are liable for the company's debts only to the extent of their subscribed shares [1]. - The articles provide a legal framework for shareholders to sue each other or the company’s management for breaches of duty [2][3]. Capital Increase and Stock Issuance - The company can increase its capital through various means, including public and private offerings, as well as stock dividends [2]. - All shares issued by the company are ordinary shares, ensuring equal rights among shareholders [2]. Restrictions on Share Transactions - Directors, supervisors, and senior management must declare their shareholdings and are restricted in transferring shares within specified timeframes [3][4]. - Any profits from buying and selling shares within six months must be returned to the company [4]. Shareholder Meetings and Decision-Making - The shareholders' meeting is the company's highest authority, responsible for major decisions such as approving financial reports and capital changes [19][20]. - Specific thresholds for shareholder approval are established for significant transactions, ensuring transparency and accountability [22][23].