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宣亚国际: 关于修订《公司章程》及部分制度的公告

Core Viewpoint - The company, Xuan Ya International Marketing Technology (Beijing) Co., Ltd., has revised its articles of association and related governance documents to enhance corporate governance and comply with new legal requirements [1]. Summary by Sections Company Articles Revision - The revision of the articles of association aims to protect the rights of the company, shareholders, and creditors, and to standardize the company's organization and behavior [1]. - The revised articles include changes to the definition of stakeholders, now including employees alongside shareholders and creditors [1]. Legal Representation - The chairman of the board is designated as the legal representative of the company [2]. - In the event of the chairman's resignation, it is considered a simultaneous resignation from the role of legal representative [3]. Liability and Responsibilities - The company assumes civil liability for actions taken by the legal representative in the course of their duties [4]. - The company is liable for its debts with all its assets, while shareholders are only liable to the extent of their subscribed shares [5]. Share Issuance and Rights - The company’s shares are to be issued on the principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [6]. - The total number of shares issued by the company is 180.454496 million, all of which are ordinary shares [8]. Capital Increase and Share Repurchase - The company can increase its capital through various means, including public offerings and stock dividends, subject to shareholder approval [9]. - The company is restricted from repurchasing its shares except under specific conditions, such as capital reduction or employee stock plans [10]. Shareholder Rights and Obligations - Shareholders have the right to receive dividends, participate in meetings, and supervise company operations [12]. - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except as legally permitted [18]. Governance and Decision-Making - The company’s governance structure includes provisions for the board of directors and shareholder meetings to make key decisions regarding company operations and financial matters [23]. - Specific transactions, such as significant asset purchases or guarantees, require approval from the shareholders [25]. Control and Accountability - The controlling shareholders and actual controllers must act in accordance with laws and regulations, ensuring the protection of the company’s interests [20]. - Any misuse of control or related party transactions that harm the company or other shareholders is prohibited [21].