中天服务: 关于修订《公司章程》及其附件的公告

Core Viewpoint - The company, Zhongtian Service Co., Ltd., has proposed amendments to its articles of association, including the cancellation of the supervisory board and the transfer of its responsibilities to the audit committee of the board of directors [1][2]. Summary by Sections Amendments to Articles of Association - The company aims to revise its articles of association to enhance operational standards and align with regulatory requirements [1]. - The supervisory board will be abolished, and its powers will be transferred to the audit committee of the board of directors [1][2]. Key Changes in Articles - The first article emphasizes the protection of the rights of the company, shareholders, employees, and creditors [1]. - The legal representative of the company will be elected from among the directors, and the resignation of the legal representative will be treated as a resignation from the board [2]. - New provisions state that the company will bear the legal consequences of civil activities conducted by the legal representative [3]. Shareholder Responsibilities and Rights - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [4]. - The articles will provide a legal framework for the rights and obligations between the company, shareholders, and management [4][5]. Capital and Share Issuance - The company will issue shares based on principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [5][6]. - The company’s total issued shares amount to 327.103864 million, all of which are ordinary shares [6]. Shareholder Meetings and Decision-Making - The company will hold annual shareholder meetings within six months after the end of the fiscal year [22]. - Specific thresholds for shareholder meetings and decision-making processes are established, including the requirement for a majority of directors to approve significant transactions [22][27]. Legal Compliance and Governance - The company will ensure compliance with laws and regulations, including the Securities Law and Company Law, in its operations and governance [19][20]. - The controlling shareholders and actual controllers are obligated to act in the best interests of the company and its public shareholders [19][20].