江苏神通: 关于修订《公司章程》的公告

Core Viewpoint - Jiangsu Shentong Valve Co., Ltd. is revising its Articles of Association to align with the latest legal regulations and improve corporate governance [1][2][3]. Summary by Sections Reasons and Basis for Revision - The revision aims to ensure compliance with the latest laws and regulations, enhance corporate governance, and streamline operational mechanisms [1]. Specific Amendments to the Articles of Association - The original powers of the Supervisory Board will be transferred to the Audit Committee of the Board of Directors, leading to the abolition of related rules [1]. - The registered capital remains at RMB 507.537461 million [2]. - The legal representative will be the President, and the company will bear civil liability for actions taken by the legal representative [2][3]. - Shareholders are liable for the company's debts only to the extent of their subscribed shares [3]. - The Articles of Association will become legally binding upon effectiveness, governing the relationships among the company, shareholders, and management [4]. Rights and Obligations of Shareholders - Shareholders have the right to sue the company and its directors, supervisors, and senior management for violations of the Articles [4][5]. - The definition of senior management has been clarified to include the President, Vice Presidents, Board Secretary, and Chief Financial Officer [5]. Issuance and Transfer of Shares - The issuance of shares will adhere to principles of openness, fairness, and justice, ensuring equal conditions for all shares of the same category [5][6]. - The total number of issued shares is confirmed to be 507.537461 million, with a par value of RMB 1 per share [5][6]. Financial Assistance and Capital Increase - The company will not provide financial assistance for acquiring its shares, except for employee stock ownership plans [5][6]. - The company can increase capital through various means, subject to shareholder approval [6][7]. Shareholder Meetings and Voting - The company will hold annual and extraordinary shareholder meetings, with provisions for remote participation [34][35]. - Shareholders must provide proof of shareholding to access company materials [34][35]. Legal Compliance and Responsibilities - The company and its controlling shareholders must comply with laws and regulations to protect the interests of all shareholders [40][41]. - The Articles outline the responsibilities of controlling shareholders to avoid conflicts of interest and ensure transparency [40][41].