Core Viewpoint - Jiangsu Tianrui Instrument Co., Ltd. has revised its articles of association to enhance corporate governance and clarify the rights and responsibilities of shareholders and management [1] Shareholder Rights and Corporate Governance Improvement - The revised articles emphasize the protection of the legal rights of the company, shareholders, employees, and creditors, based on relevant laws and regulations [2] - New provisions regarding the legal representative of the company have been added, specifying that the chairman of the board serves as the legal representative, with clear procedures for appointment and resignation [2] - Shareholder rights and obligations have been further detailed, providing clearer guidelines for accessing company information [2] Share Issuance and Capital Operations Adjustment - The principle of share issuance has been changed from "same type" to "same category," with the total number of shares specified as 495,511,725, all of which are ordinary shares in RMB [3] - The regulations regarding financial assistance for acquiring shares have been revised, allowing the company to provide financial assistance up to 10% of the total issued share capital, subject to board approval [3] Changes in Shareholder and Board Authority - Significant adjustments have been made to the powers of the shareholder meeting and the board of directors, with the term "shareholders' meeting" standardized to "shareholder meeting" [4] - The board's authority over external investments and asset acquisitions has been clarified, with specific requirements for reviewing and disclosing different types of transactions [4] Detailed Regulations for Directors and Senior Management - The qualifications and obligations of directors and senior management have been specified more rigorously, including conditions under which individuals cannot serve as directors [5] - Directors are required to fulfill multiple duties of loyalty and diligence, with any income from violations reverting to the company, and they are liable for any losses incurred [5] Other Important Amendments - The profit distribution policy emphasizes continuity and stability while balancing the interests of all parties, with detailed procedures for adjusting profit distribution [6] - New provisions regarding internal auditing have been introduced, outlining the responsibilities and workflow of the internal audit department, with the audit committee playing a crucial role [6] - Regulations concerning company mergers, divisions, dissolutions, and liquidations have also been improved [6]
江苏天瑞仪器2025年8月修订公司章程,多项重要条款调整