北方化学工业股份有限公司修订公司章程 注册资本5.49亿元保持不变 多项条款优化公司治理结构

Core Viewpoint - The recent amendments to the Articles of Association of North Chemical Industry Co., Ltd. aim to optimize corporate governance, enhance compliance operations, and protect the legitimate rights and interests of shareholders, employees, and creditors [1][12]. Group 1: Employee Rights and Governance Structure - The revised Articles explicitly include "employees" in the scope of rights protection, reflecting the company's commitment to employee rights [2] - The definition of senior management has been refined to focus on core operational responsibilities, excluding political roles [5] - The "occupy and freeze" mechanism has been deleted, which previously mandated immediate judicial freezing of assets in case of major shareholder asset encroachment [6] Group 2: Legal Responsibilities and Accountability - The responsibilities of the legal representative have been clarified, linking the position directly to the company's operations and establishing a mechanism for the company to seek compensation from the legal representative for damages caused during duty execution [4] - A new section has been added to outline the obligations of controlling shareholders and actual controllers, prohibiting them from harming the company's interests or misusing company funds [7] Group 3: Decision-Making and Shareholder Rights - The decision-making process for external guarantees and financial assistance has been detailed, with specific limits set on the total amount of financial assistance [8] - New provisions have been introduced to clarify the circumstances under which shareholder meeting resolutions may be deemed invalid, ensuring timely legal recourse [9] - The profit distribution process has been optimized to allow for more flexible mid-term dividend arrangements [10] - The company must engage with minority shareholders through various channels during cash dividend discussions, enhancing their influence [11] Group 4: Implementation and Compliance - The revised Articles will take effect upon approval by the shareholders' meeting, and the company commits to adhering to the new disclosure obligations to safeguard all shareholders' rights [12]