天虹股份: 章程修订对照表

Core Viewpoint - The company, Tianhong Shuke Commercial Co., Ltd., has proposed amendments to its Articles of Association, which will be submitted for shareholder approval [1]. Group 1: Amendments to Articles of Association - The amendments aim to establish a governance structure that aligns with the principles of the socialist market economy and enhances the legal status of the company [2]. - The chairman of the board will serve as the legal representative of the company, and the process for appointing and changing the legal representative is outlined [3]. - The company’s assets are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [5][6]. Group 2: Governance and Shareholder Rights - The Articles of Association will serve as a binding document for the rights and obligations between the company, shareholders, and management [6][7]. - Shareholders have the right to sue the company’s directors and senior management, and the company can also sue shareholders and directors [7]. - The company’s operational scope includes a wide range of products and services, from daily necessities to various retail and service activities [16][17]. Group 3: Share Issuance and Capital Management - The company will issue shares in a fair and transparent manner, ensuring equal rights for all shareholders of the same class [18]. - The company can increase its capital through various methods, including public and private offerings, as well as stock dividends [10][11]. - The company is prohibited from providing financial assistance for the acquisition of its shares, except for employee stock ownership plans [9]. Group 4: Shareholder Meetings and Decision-Making - The shareholders' meeting is the company's highest authority, responsible for major decisions such as profit distribution, capital changes, and amendments to the Articles of Association [24][25]. - The company must hold a temporary shareholders' meeting within two months under specific circumstances, such as insufficient directors or significant losses [47][48]. - Independent directors have the right to propose temporary shareholders' meetings, and the board must respond within ten days [50][51].