ZHONGTIAN SERVICE(SZ:002188) Zheng Quan Zhi Xing·2025-07-14 12:13Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and Securities Law of the People's Republic of China [4][5] - The company was registered on July 29, 2006, and listed on the Shenzhen Stock Exchange on November 22, 2007, with an initial public offering of 20 million shares [4][5] - The registered capital of the company is RMB 327,103,864 [4][5] Chapter 1: General Provisions - The purpose of the company's articles is to protect the legal rights of the company, shareholders, employees, and creditors [4] - The company is a permanent joint-stock limited company [5] - The legal representative of the company is elected by the board of directors [5] Chapter 2: Business Objectives and Scope - The company's business objectives include integrity in operations, prioritizing quality, practical innovation, and promoting technology [6] - The business scope includes enterprise headquarters management, IT consulting services, software development, advertising design and agency, property management, and artificial intelligence hardware sales [6] Chapter 3: Shares Section 1: Share Issuance - The company issues shares in the form of stocks, with each share having a face value of RMB 1 [9][10] - The company initially issued 60 million shares to its founders, with a total of 32,710.3864 million shares currently issued [10][11] Section 2: Share Increase, Decrease, and Repurchase - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [12][13] - The company is prohibited from repurchasing its own shares except under specific circumstances [14] Section 3: Share Transfer - Shares must be transferred in accordance with the law, and the company does not accept its shares as collateral [28][29] Chapter 4: Shareholders and Shareholders' Meeting Section 1: General Provisions for Shareholders - Shareholders have rights proportional to their shareholdings, including profit distribution and the right to attend and vote at shareholders' meetings [34] - Shareholders can request the court to invalidate resolutions that violate laws or regulations [36] Section 2: Controlling Shareholders and Actual Controllers - Controlling shareholders must exercise their rights in accordance with laws and regulations, ensuring the interests of the company and other shareholders are protected [42][43] Section 3: General Provisions for Shareholders' Meetings - The shareholders' meeting is the company's authority, responsible for electing directors, approving financial reports, and making decisions on capital changes [46] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [48] Chapter 5: Proposals and Notifications for Shareholders' Meetings - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [58] - Shareholders holding more than 1% of shares can propose items for discussion at the shareholders' meeting [59] Chapter 6: Conducting Shareholders' Meetings - The company must ensure the orderly conduct of shareholders' meetings and verify the legitimacy of shareholders' qualifications [66][70] - The meeting must be recorded, documenting all proceedings and decisions made [77] Chapter 7: Voting and Resolutions of Shareholders' Meetings - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][81] - Specific matters, such as amendments to the articles of association or capital changes, require special resolutions [82]