中颖电子: 章程修订对照表

Core Points - The company has revised its articles of association to enhance governance and compliance with relevant laws and regulations [1][2][3] - The amendments include provisions for the responsibilities and limitations of the legal representative, shareholder rights, and the process for capital increases and share repurchases [4][5][6] Governance Structure - The revised articles aim to protect the rights of the company, shareholders, and creditors while ensuring compliance with the Company Law and Securities Law [1][2] - The legal representative's civil activities will be binding on the company, and the company will bear civil liability for damages caused by the legal representative in the course of their duties [2][3] Shareholder Rights - Shareholders are entitled to request, convene, and participate in shareholder meetings, and those holding more than 1% of voting shares can propose agenda items [8][9] - The articles stipulate that shareholders can sue other shareholders, directors, supervisors, and senior management for breaches of duty [10][11] Capital Management - The company can increase capital through public or private offerings, and the issuance of shares must be fair and equitable [5][6] - The company is prohibited from repurchasing its shares except under specific circumstances, such as mergers or dissenting shareholder requests [6][7] Financial Assistance and Share Transfers - The company may provide financial assistance for acquiring its shares, but the total amount must not exceed 10% of the issued share capital [6][7] - Shares can be transferred legally, but the company does not accept its shares as collateral [8][9] Responsibilities of Major Shareholders - Major shareholders and actual controllers must exercise their rights in accordance with laws and regulations, ensuring the protection of the company's interests [12][13] - They are prohibited from misusing their control to harm the company or other shareholders' rights [12][13] Decision-Making Authority - The shareholders' meeting is the company's authority body, responsible for major decisions such as approving financial reports, profit distribution, and amendments to the articles of association [14][15] - Certain external guarantees require approval from the shareholders' meeting if they exceed 30% of the company's audited total assets [14][15]