双林股份: 公司章程修正案

Core Viewpoint - The company, Shuanglin Co., Ltd., has revised its articles of association to enhance the protection of the rights and interests of shareholders, employees, and creditors, and to ensure compliance with relevant laws and regulations [1][2][3]. Summary by Sections Company Structure and Governance - The revised articles emphasize the legal rights of the company, shareholders, employees, and creditors, and outline the governance structure in accordance with the Company Law and Securities Law of the People's Republic of China [1][2]. - The company is registered in Ningbo and has been publicly listed since July 12, 2010, with an initial issuance of 23.5 million shares [1][2]. Shareholder Rights and Responsibilities - Shareholders are limited to their subscribed shares in terms of liability, and the company is responsible for its debts with all its assets [2][3]. - The articles provide a legal framework for shareholders to initiate lawsuits against the company or its directors if their rights are infringed [2][3]. Capital Structure and Share Issuance - The company’s shares are issued based on principles of fairness and equality, ensuring that all shares of the same class have equal rights [3][4]. - The articles specify that the company can increase its capital through various methods, including public offerings and private placements, subject to shareholder approval [3][4]. Share Repurchase and Transfer - The company may repurchase its shares under specific conditions, such as capital reduction or dissenting shareholder requests, and must comply with the Securities Law regarding disclosure obligations [4][5]. - Share transfers are regulated, with restrictions on the transfer of shares held by directors and senior management during their tenure [5][6]. Control and Management - The articles outline the responsibilities of controlling shareholders and actual controllers, emphasizing their obligation to act in the best interests of the company and its public shareholders [16][17]. - There are provisions to prevent the misuse of control by major shareholders, including the requirement for transparency in transactions involving related parties [16][17]. Shareholder Meetings and Decision-Making - The company’s shareholder meetings are established as the primary decision-making body, with defined powers to approve financial plans, elect directors, and amend the articles of association [23][24]. - The articles stipulate the procedures for convening meetings and the voting rights of shareholders, ensuring compliance with legal requirements [23][24].