天秦装备发布新版公司章程 拟2026年第一次临时股东会审议通过

Core Viewpoint - The company, Qinhuangdao Tianqin Equipment Manufacturing Co., Ltd., has released a new version of its articles of association, which will take effect after approval at the first extraordinary shareholders' meeting in 2026. The new articles detail the company's governance structure, shareholder rights, board responsibilities, and profit distribution policies, aiming to enhance internal management systems [1][11]. Company Basic Information - The company was established as a joint-stock company through the overall change of Qinhuangdao Tianqin Equipment Manufacturing Co., Ltd. and was registered on November 6, 2020, with the China Securities Regulatory Commission's approval. It issued 28.002 million shares of ordinary shares to the public and was listed on the Shenzhen Stock Exchange's Growth Enterprise Market on December 25, 2020. The registered capital is RMB 158.76236 million [2]. Business Purpose and Scope - The company's business purpose is "to support military through civilian means and promote military through civilian development." Its registered business scope includes the production and technical development of electromechanical equipment, electronic special equipment, composite materials, water treatment projects, and computer peripheral equipment, as well as the processing and manufacturing of military-related products such as tents and camouflage nets [3]. Shareholding Structure and Share Management - The company has issued a total of 158.76236 million shares, all of which are ordinary shares. The issuance of shares follows principles of openness, fairness, and justice, with equal rights for each share of the same category. There are 38 founding shareholders, with Song Jinshuo holding 27,659,643 shares, accounting for 76.83% of the total shares [4]. Corporate Governance Structure - The shareholders' meeting, composed of all shareholders, is the company's authority. It includes annual and extraordinary meetings, with the annual meeting held within six months after the end of the previous fiscal year. The shareholders' meeting has significant powers, including electing and replacing directors, approving board reports, and deciding on profit distribution plans [5]. Board of Directors - The company has a board of directors consisting of seven members, including one chairman elected by a majority of the board. The board is responsible for convening shareholders' meetings, executing resolutions, determining business plans, and formulating profit distribution plans. An audit committee is established under the board, composed of three non-senior management directors, including two independent directors [6]. Senior Management - The senior management team includes the general manager, deputy general managers, board secretary, and financial director. The general manager is responsible to the board and oversees the company's production and management, implementing board resolutions. The board secretary manages the preparation of meetings, document storage, and information disclosure [7]. Profit Distribution Policy - The company emphasizes reasonable returns to investors while ensuring sustainable development, prioritizing cash dividends. It plans to distribute cash dividends annually after the shareholders' meeting, depending on profitability and funding needs [8]. Special Provisions for Military Matters - As a military-related enterprise, the articles include special provisions for military matters, such as accepting national military orders, ensuring compliance with national security laws, and following regulations for managing key military equipment. Any change in the controlling shareholder requires approval from the relevant government department [10]. Effectiveness and Amendment of Articles - The new articles will take effect after approval at the first extraordinary shareholders' meeting in 2026. Amendments may occur due to changes in laws or company circumstances, aiming to improve governance, standardize operations, and protect the rights of shareholders [11].