Baosight(SH:600845) Xin Lang Cai Jing·2025-09-15 12:54Core Viewpoint - Shanghai Baoxin Software Co., Ltd. has revised its articles of association, detailing regulations on various aspects such as organization, shares, shareholders, and the board of directors, effective from October 10, 2025 [1] Company Basic Information and Purpose - Shanghai Baoxin Software Co., Ltd. was established in 1993 with a registered capital of RMB 2,883,803,858. The company aims to provide intelligent overall solutions and products based on self-controllable industrial software, promoting industry intelligence transformation and digital transformation [2] Share Issuance and Structure - The company has issued a total of 2,883,803,858 shares, with RMB ordinary shares accounting for 74.90% (2,159,953,874 shares) and domestic listed foreign shares making up 25.10% (723,849,984 shares). The company generally does not provide financial assistance for others to acquire its shares, except for employee stock ownership plans, with a cumulative total not exceeding 10% of the issued share capital [3] Share Capital Increase and Repurchase - The company can increase its capital based on operational needs through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, or converting reserves into share capital. The company must follow prescribed procedures to reduce registered capital and can repurchase its shares under specific circumstances [4] Share Transfer Restrictions - Shares can be transferred legally, but the company does not accept its shares as collateral. Shares issued before public offering cannot be transferred within one year of listing. There are restrictions on share transfers for directors and senior management during and after their tenure [5] Shareholder Rights and Obligations - Shareholders have rights and obligations based on their shareholding categories, including receiving dividends, participating in shareholder meetings, and supervising company operations. Shareholders can request a court to declare invalid or revoke resolutions made by the shareholder meeting or board of directors if they have objections [6] Shareholder Meeting Authority and Procedures - The shareholder meeting is the company's authority body, responsible for electing directors, reviewing profit distribution plans, and making decisions on significant company matters. Annual shareholder meetings are held once a year, while temporary meetings are convened within two months under specific circumstances, with detailed procedures for convening, proposing, notifying, and voting [7] Director and Board Responsibilities - Directors must be natural persons and cannot hold the position under specific circumstances. They are elected or replaced by the shareholder meeting for a term of three years, with obligations of loyalty and diligence to the company. Any income obtained in violation of regulations must be returned to the company, and they are liable for damages caused [8] Board Composition and Authority - The company has a board of directors consisting of 9 to 13 members, including one employee representative. The board is responsible for convening shareholder meetings, executing resolutions, and determining the company's operational plans, with established rules for decision-making and authority [10] Role of Independent Directors - Independent directors must maintain independence and fulfill responsibilities such as participating in decision-making, supervision, and providing professional advice. Certain matters require the approval of more than half of the independent directors before being submitted to the board for review [11] Other Important Regulations - The company has established regulations regarding party committee construction, senior management appointments and responsibilities, employee democratic management, financial accounting systems, profit distribution, auditing, and legal advisory systems to ensure standardized operations and sustainable development [12]