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正弦电气: 公司章程(2025年7月)
Zheng Quan Zhi Xing· 2025-07-08 11:18
General Information - Shenzhen SINE Electric Co., Ltd. was established as a joint-stock company based on the audited net assets of Shenzhen SINE Electric Co., Ltd. and registered with the Shenzhen Market Supervision Administration [2] - The company was approved by the Shanghai Stock Exchange to issue 21.5 million shares of ordinary stock to the public on March 16, 2021, and was listed on the Sci-Tech Innovation Board on April 29, 2021 [2][3] - The registered capital of the company is RMB 86.59772 million [2] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3] - The legal representative's civil activities conducted in the name of the company will have legal consequences borne by the company [3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3] Business Objectives and Scope - The company's business objective is customer-centric, aiming for simultaneous growth in its own value and that of its customers [4] - The business scope includes the development, production, sales, and technical maintenance of variable frequency drives and servo systems, as well as electrical automation products [4] Share Issuance and Structure - The company's shares are issued in the form of stocks, with all shares of the same category having equal rights [6] - The total number of shares issued by the company is 86.59772 million, all of which are ordinary shares [6] - The company cannot provide financial assistance for others to acquire its shares, except for employee stock ownership plans [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [12] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [17] - Shareholders abusing their rights to the detriment of the company or other shareholders will be liable for damages [17] Governance and Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [50] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [54] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the company's shares [60] Voting and Resolutions - Resolutions can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [81][83] - Certain significant matters, such as capital increases or decreases, mergers, and amendments to the articles of association, require special resolutions [83]