能辉科技: 关于修订《公司章程》、修订及制定部分治理制度的公告

Core Viewpoint - Shanghai Nenghui Technology Co., Ltd. is revising its articles of association and governance systems to enhance operational standards and corporate governance in compliance with updated laws and regulations [1] Summary by Sections Revision Reasons - The revisions aim to standardize company operations and improve governance based on the latest regulations from the Company Law, Securities Law, and other relevant guidelines [1] Changes to Articles of Association - The first article emphasizes the protection of the rights of the company, shareholders, employees, and creditors [2] - The eighth article maintains that the chairman serves as the legal representative, with changes in the process for appointing and dismissing the legal representative [2] - New provisions clarify the legal consequences of actions taken by the legal representative on behalf of the company [3] - The tenth article states that shareholders are liable only to the extent of their subscribed shares, while the company is liable for its total assets [4] - The eleventh article establishes the articles of association as a binding document for the company and its stakeholders [5] - The structure of the company's shares and the issuance process has been updated to ensure fairness and equality among shareholders [6] - The twenty-fourth article outlines conditions under which the company may repurchase its shares, including specific exceptions [7] - The twenty-sixth article specifies the procedures for share repurchase and the limits on the number of shares that can be held by the company [9] - The thirty-seventh article details the conditions under which board resolutions may be deemed invalid [16] - The forty-second article outlines the requirements for external guarantees and the necessary approvals from the board and shareholders [24][25] Governance and Responsibilities - The responsibilities of shareholders and the obligations they must fulfill are clearly defined, including the prohibition against abusing shareholder rights [20][22] - The obligations of controlling shareholders and actual controllers are emphasized, including the need to act in the company's best interests and comply with legal requirements [41][43] Decision-Making Authority - The powers of the shareholders' meeting are outlined, including the authority to approve major corporate actions such as capital increases, mergers, and financial audits [46][47] - The process for approving significant transactions and financial decisions is clarified, ensuring transparency and accountability [24][25] Financial Assistance and Guarantees - The company must seek board approval for financial assistance and guarantees, with specific conditions outlined for different scenarios [25]