江苏国信: 关于修订《公司章程》的公告

Core Viewpoint - Jiangsu Guoxin Co., Ltd. has revised its Articles of Association to enhance corporate governance and comply with the latest legal requirements, including the abolition of the supervisory board, transferring its powers to the audit committee of the board of directors [1][2]. Summary by Sections Revision of Articles of Association - The revision aims to align with the latest laws and regulations, including the 2023 amendment of the Company Law and the 2025 revision of the Guidelines for Articles of Association of Listed Companies [1][2]. - The supervisory board will be abolished, and its functions will be assumed by the audit committee of the board of directors [1][2]. Specific Changes - The first article now emphasizes the protection of the rights of employees in addition to shareholders and creditors [2]. - The role of the chairman as the legal representative of the company has been clarified, including the process for appointing a new legal representative within thirty days if the current one resigns [2][3]. - New provisions state that the company will bear civil liability for damages caused by the legal representative while performing their duties, with the right to seek compensation from the representative if they are at fault [3]. Share Capital and Financial Assistance - The company will not provide financial assistance for the acquisition of its shares, except for employee stock ownership plans [5]. - The total amount of financial assistance provided for acquiring shares cannot exceed 10% of the total issued share capital [5]. Capital Increase Methods - The company can increase capital through various methods, including issuing shares to unspecified objects and distributing bonus shares to existing shareholders [6]. Rights of Shareholders - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request meetings and propose agenda items [8][9]. Governance Structure - The general meeting of shareholders is established as the company's authority, with specific powers outlined, including the election of directors and approval of financial reports [14][15]. - The process for convening extraordinary shareholder meetings has been clarified, including the rights of shareholders holding a significant percentage of shares to request such meetings [51][52]. Legal Compliance - The company must comply with legal obligations regarding information disclosure and the execution of court judgments related to shareholder resolutions [10][12].