科德数控: 科德数控股份有限公司章程

Core Points - The company, Kede CNC Co., Ltd., was established as a joint-stock limited company based on the net asset value of the original Dalian Kede CNC Co., Ltd. and was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on July 9, 2021, with an initial public offering of 22.68 million shares [2][3] - The registered capital of the company is RMB 132.906678 million [2][3] - The company's business scope includes the development, production, and sales of CNC systems, five-axis CNC machine tools, industrial robots, and key components of CNC machine tools, aiming to replace imported high-end CNC products [5][6] Company Structure - The company is a permanent joint-stock limited company, with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [3][4] - The company has a total of 132,906,678 shares, all of which are ordinary shares with a par value of RMB 1 per share [6][7] Share Issuance and Management - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shares of the same type [6][7] - The company can increase its capital through various methods, including public offerings, private placements, and stock dividends, subject to shareholder approval [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend and vote at shareholder meetings, supervise company operations, and request information [12][14] - Shareholders holding more than 5% of voting shares must notify the company within two trading days if they pledge their shares [15][16] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [20][21] - The company must provide notice of shareholder meetings, including details on time, location, and agenda, at least 20 days in advance for annual meetings and 15 days for temporary meetings [26][27] Decision-Making Process - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [76][78] - Certain significant transactions, such as mergers, capital increases, and major asset purchases, require special resolutions [78][79]