Refond(SZ:300241) Xin Lang Cai Jing·2025-08-26 14:56Core Viewpoint - Shenzhen Ruifeng Optoelectronics Co., Ltd. has announced amendments to its articles of association, which will be reviewed at the second extraordinary general meeting of shareholders in 2025. The revisions impact the company's organizational structure, share management, and shareholder rights [1]. Group 1: Company Basic Information and Rights Protection Adjustments - The revised articles now include "employees" as a subject for rights protection, reflecting the company's emphasis on employee rights. The registered capital has been adjusted from 686,211,103 yuan to 699,978,960 yuan, indicating a change in the company's scale [2]. Group 2: Changes in Share Issuance and Management - The principle of share issuance has been updated from "each share of the same type shall have equal rights" to "each share of the same category shall have equal rights." The number of issued shares has been adjusted from 686,211,103 shares to 699,978,960 shares, all of which are ordinary shares. Additionally, a new prohibition on "advance funding" for acquiring shares has been added, with specified responsibilities for directors and senior management in case of violations causing losses to the company [3]. Group 3: Amendments Related to Shareholders and Shareholder Meetings - The term "shareholders' meeting" has been uniformly revised to "shareholders' assembly." New circumstances under which resolutions may not be established have been added, such as failure to convene a shareholders' meeting or board meeting. The amendments clarify that minor procedural defects that do not materially affect the resolutions are exempt. Furthermore, regulations regarding the pledging and transfer of company shares by controlling shareholders and actual controllers have been introduced, requiring them to maintain control and operational stability of the company [4]. Group 4: Board of Directors and Independent Director Responsibilities - The board of directors will consist of 7 members, including 3 independent directors and 1 chairman, with the option to appoint a vice chairman. A new chapter on independent directors has been added, detailing their qualifications, responsibilities, and special powers, such as conducting annual self-assessments of independence and the board's annual evaluations of independent directors [5]. Group 5: Senior Management and Financial System Regulations - Regulations regarding senior management specify that individuals holding positions other than directors or supervisors in the controlling shareholder's unit cannot serve as senior management in the company. The financial reporting timeline has been adjusted to require annual reports to be submitted within 4 months after the end of each fiscal year and semi-annual reports within 2 months after the end of the first half of each fiscal year [6].