圣元环保修订《公司章程》，多项条款调整引关注

Core Viewpoint - Shengyuan Environmental Protection Co., Ltd. has approved amendments to its Articles of Association, which will be reviewed at the upcoming extraordinary general meeting of shareholders in 2025. The amendments impact the company's organizational structure, management, and shareholder rights [1]. Group 1: Organizational Structure and Name Adjustments - The term "shareholders' meeting" has been uniformly changed to "shareholders' assembly," and relevant sections regarding the "supervisory board" and "supervisors" have been modified or removed, replacing "supervisory board" with "audit committee" [2]. Group 2: Company Basic Information and Legal Representative Provisions - The registration authority for the company has changed from Fujian Provincial Administration for Industry and Commerce to Xiamen Market Supervision Administration. New provisions clarify that limitations on the legal representative's authority cannot be opposed by ordinary third parties, and the company will bear civil liability for damages caused by the legal representative in the course of duty, with the right to seek compensation from the representative if at fault [3]. Group 3: Business Scope and Shareholding Regulations Changes - The company's business scope has been significantly expanded to include the processing and sales of raw materials, food and beverage additives, pet food, new energy technology development, hydrogen equipment manufacturing, hotel management, and import/export of goods and technology. Adjustments have also been made to rules regarding share acquisition, transfer, and capital increase, including detailed provisions on financial assistance for share acquisition, which cannot exceed 10% of the total issued share capital, requiring a two-thirds majority approval from the board of directors [4]. Group 4: Shareholder and Shareholders' Assembly Related Provisions Modifications - Adjustments have been made to the rights and obligations of shareholders, including the scope of materials available for review and the convening and presiding of shareholders' assemblies. The powers of the shareholders' assembly have been simplified, and it is now explicitly stated that the assembly can authorize the board of directors to make decisions regarding the issuance of corporate bonds. New approval regulations for external guarantees require a majority of the board members present at the meeting, with related directors needing to abstain from voting [5]. Group 5: Board of Directors and Director Provisions Revisions - Provisions regarding the qualifications, duties of loyalty and diligence, and resignation of directors have been refined. The board will consist of nine directors, including three independent directors, with the chairman elected by a majority of the board. Adjustments have been made to the board's powers, clarifying that matters exceeding the scope authorized by the shareholders' assembly must be submitted for their review [6]. Group 6: Financial and Liquidation Related Provisions Additions and Modifications - The financial accounting system has been clarified regarding the order of using reserves to cover losses, and specific provisions for internal audit systems have been added, detailing the responsibilities and leadership structure of the internal audit body. New regulations regarding the reduction of registered capital during liquidation have been introduced, including circumstances for reducing capital to cover losses and handling violations, while also clarifying shareholders' preferential subscription rights when new shares are issued to increase capital [7]. - The amendments to Shengyuan Environmental Protection's Articles of Association are significant steps towards adapting to development needs and improving governance structure, with future developments warranting market attention [7].