Core Viewpoint - Jiangxi Weiergao Electronics Co., Ltd. has proposed amendments to its Articles of Association, which will be submitted for approval at the first extraordinary general meeting of shareholders in 2025 [1]. Summary by Sections Amendments to Articles of Association - The term "Shareholders' Meeting" has been changed to "Shareholders' Assembly" throughout the document [1]. - The legal representative of the company will now be the director executing company affairs, rather than the chairman [1]. - New provisions state that the company will bear civil liability for actions taken by the legal representative in the course of their duties, with the right to seek compensation from the representative if they are at fault [2]. Shareholder Responsibilities and Rights - Shareholders are liable for the company's debts only to the extent of their shareholdings, while the company is responsible for its debts with all its assets [3]. - The Articles of Association will serve as a binding document for the rights and obligations between the company, shareholders, directors, supervisors, and senior management [3]. Capital and Share Issuance - The company’s total share capital is confirmed to be 1,346,217,600 shares, all of which are ordinary shares [4]. - The issuance of shares will adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [4][5]. Financial Assistance and Transactions - The company is prohibited from providing financial assistance for the acquisition of its shares, except for employee stock ownership plans [4]. - Any capital increase must be approved by the shareholders' meeting, with specific methods outlined, including public and private placements [4][5]. Governance and Decision-Making - The Articles specify that significant transactions must be approved by the board and then submitted to the shareholders' meeting for approval if they meet certain thresholds [18]. - The company must hold a temporary shareholders' meeting within two months under specific circumstances, such as significant losses or requests from shareholders holding over 10% of shares [20][21]. Legal Compliance and Responsibilities - The company and its controlling shareholders must comply with laws and regulations, ensuring that their actions do not harm the interests of the company or its shareholders [16]. - The Articles outline the responsibilities of directors and senior management, including the obligation to act in the best interests of the company and its shareholders [13][14].
威尔高: 关于修订公司章程的公告