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鼎胜新材: 江苏鼎胜新能源材料股份有限公司关于变更注册资本、撤销监事会、修订《公司章程》及相关议事规则并办理工商变更登记的公告
Zheng Quan Zhi Xing· 2025-08-29 09:25
Core Viewpoint - Jiangsu Dingsheng New Energy Materials Co., Ltd. has announced changes to its registered capital, the abolition of the supervisory board, and amendments to its articles of association and related rules, in compliance with the new Company Law effective from July 1, 2024 [1][2]. Summary by Sections Company Capital Changes - The company's registered capital has decreased from RMB 930,957,413 to RMB 929,267,213 due to the repurchase and cancellation of 1,690,200 restricted shares following the departure of 14 incentive targets and a change in position for one target [1][2]. Abolition of Supervisory Board - The supervisory board will be abolished, with its functions transferred to the audit committee of the board of directors. The relevant rules governing the supervisory board will also be repealed [2][3]. Amendments to Articles of Association - The articles of association have been revised to reflect the changes in registered capital and the abolition of the supervisory board. Key amendments include: - The registered capital clause has been updated to reflect the new amount [3][4]. - The role of the legal representative has been clarified, stating that the chairman serves as the legal representative and must be replaced within 30 days if they resign [3][4]. - New provisions have been added regarding the legal consequences of actions taken by the legal representative on behalf of the company [4][5]. - The articles now specify that shareholders can sue the company and its directors, managers, and other senior executives [6][7]. Governance and Decision-Making - The articles outline the decision-making process for the board of directors and shareholders, including the requirements for quorum and voting [16][17]. - The company has established rules for the approval of significant transactions and external guarantees, requiring shareholder meetings for certain thresholds [26][27]. Shareholder Rights and Obligations - Shareholders are granted rights to inspect company records and participate in decision-making processes, with specific provisions for those holding more than 3% of shares [11][12]. - Obligations of shareholders include compliance with laws and regulations, timely payment of capital contributions, and restrictions on the abuse of shareholder rights [19][20].