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深圳市创益通技术股份有限公司修订《公司章程》,多项条款调整引关注

Core Viewpoint - Shenzhen Chuangyitong Technology Co., Ltd. has made significant amendments to its articles of association, impacting legal representation, shareholder rights, and corporate governance [1]. Legal Representative Clause Adjustment - The new articles specify that the director executing company affairs will serve as the legal representative, replacing the previous rule that designated the chairman as the legal representative. If a legal representative resigns, a new one must be appointed within 30 days [2]. - The amendments clarify the legal consequences and responsibilities of the legal representative when engaging in civil activities on behalf of the company [2]. Shareholder-Related Clause Revisions - The obligation for shareholders has been updated from "paying capital according to the subscribed shares and investment method" to "paying funds according to the subscribed shares and investment method." The term "withdrawal of shares" has been changed to "cannot withdraw capital" [2]. - The threshold for shareholders to propose items at meetings has been lowered from holding 3% of shares to 1%, thereby expanding the proposal rights of shareholders [2]. Changes in Corporate Governance Structure - The term "shareholders' general meeting" has been changed to "shareholders' meeting," with the board of directors being accountable to the shareholders' meeting. The board will consist of 7 members, including 3 independent directors and 1 employee representative [3]. - New provisions for independent directors have been added, detailing their responsibilities, qualifications, and special powers, along with the establishment of a dedicated meeting mechanism for independent directors [3]. Profit Distribution Policy Optimization - The new articles provide detailed regulations on profit distribution, setting the cash dividend policy goal as residual dividends and outlining conditions under which profit distribution may not occur. The board is required to consider various factors when formulating dividend plans and enhance communication with shareholders [4]. Other Amendments - The new articles also revise procedures and responsibilities related to mergers, divisions, capital reductions, and liquidations. Additionally, improvements have been made to internal audit systems and the hiring of accounting firms [5]. - The amendments are seen as a crucial step for Shenzhen Chuangyitong Technology Co., Ltd. to adapt to company development and regulatory requirements, enhancing corporate governance and protecting the rights of shareholders and creditors [5].