德龙汇能: 《章程》修正案

Core Points - Delong Composite Energy Group Co., Ltd is revising its articles of association to enhance corporate governance and internal control systems [1][2][3] - The revisions include the removal of the supervisory board and transferring its powers to the audit committee [1][2] - The company aims to ensure the protection of the rights of shareholders, employees, and creditors through these amendments [1][2] Summary by Sections - Corporate Governance Changes - The supervisory board and related provisions have been deleted, with the audit committee assuming its responsibilities [1][2] - The president is elected by the board of directors and serves as the legal representative of the company [2] - Shareholder Rights and Responsibilities - Shareholders can sue the company and its directors, supervisors, and senior management, and vice versa [3][4] - Shareholders are required to comply with laws and regulations and cannot withdraw their capital except as legally permitted [13][14] - Capital Structure and Share Issuance - The company has issued 358,631,009 ordinary shares, with no other categories of shares [4][5] - Share issuance must adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same type [4][5] - Financial Assistance and Transactions - The company may provide financial assistance for acquiring its shares, subject to a cap of 10% of the total issued capital [4][5] - Significant transactions, such as asset purchases or sales exceeding 30% of total assets, require shareholder approval [21][22] - Related Party Transactions - Related party transactions exceeding 5% of net assets must be submitted for shareholder approval [24][25] - The company must maintain transparency and adhere to regulations regarding related party transactions [24][25] - Shareholder Meetings and Voting - The company will provide both physical and electronic means for shareholders to participate in meetings [29][30] - Shareholders holding more than 3% of shares can propose agenda items for meetings [33][34]