安宁股份: 关于修订公司章程及其附件的公告

Group 1 - The company has revised its Articles of Association and related documents to adjust its corporate governance structure, transferring the powers of the supervisory board to the audit committee and changing the general meeting of shareholders to a shareholders' meeting [1][2] - The revisions include renaming the "Rules of Procedure for the General Meeting of Shareholders" to "Rules of Procedure for the Shareholders' Meeting" and abolishing the "Rules of Procedure for the Supervisory Meeting" [1][2] - The amendments are in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as guidelines from the China Securities Regulatory Commission and the Shenzhen Stock Exchange [1][2] Group 2 - Specific changes to the Articles of Association include adjustments to the numbering of cross-referenced clauses and modifications to the responsibilities of the chairman and legal representative of the company [2][3] - The company will ensure that the legal consequences of civil activities conducted by the legal representative are borne by the company, and the company will assume civil liability for damages caused by the legal representative in the course of their duties [3][4] - The company has established that shareholders can sue the company, and the company can sue shareholders, directors, supervisors, and senior management [4][5] Group 3 - The company has set forth principles for the issuance of shares, ensuring that each share of the same type has equal rights and that the conditions and prices for shares issued at the same time are identical [6][7] - The company may provide financial assistance for acquiring its shares under certain conditions, with the total amount of financial assistance not exceeding 10% of the total issued share capital [7][8] - The company has outlined the procedures for increasing capital, including issuing shares to specific or unspecified objects and distributing bonus shares to existing shareholders [6][7] Group 4 - The company has specified that shares can be transferred in accordance with the law, and it does not accept its shares as collateral [8][9] - The company has established rules regarding the transfer of shares held by founders and major shareholders, including restrictions on transfer within certain time frames [8][9] - The company has outlined the rights and obligations of shareholders, including the right to dividends and the right to participate in shareholder meetings [11][12] Group 5 - The company has defined the powers of the shareholders' meeting, which includes deciding on the company's operational policies, electing directors and supervisors, and approving financial reports [21][22] - The company has established that certain external guarantees must be approved by the shareholders' meeting if they exceed specified thresholds related to the company's net assets [22][23] - The company has set forth the requirements for convening annual and extraordinary shareholders' meetings, including timelines and conditions under which they must be held [22][23]