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科新发展: 山西科新发展股份有限公司关于取消公司监事会、增加公司经营范围并修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-06-09 10:34
Core Viewpoint - Shanxi Kexin Development Co., Ltd. plans to cancel its supervisory board, expand its business scope, and amend its articles of association to enhance corporate governance and operational standards [1][2]. Group 1: Cancellation of Supervisory Board - The company intends to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with relevant laws and regulations [1][2]. Group 2: Expansion of Business Scope - The company will expand its business scope to include activities such as investment with its own funds, software development, digital content production services, and management of non-residential real estate [2][4]. - The adjusted business scope will also cover advertising design and agency, cultural and artistic exchange activities, and food sales (limited to pre-packaged food) [2][4]. Group 3: Amendments to Articles of Association - The articles of association will be revised to reflect the cancellation of the supervisory board and the new business scope, ensuring compliance with the Company Law and Securities Law [3][6]. - Key amendments include the definition of the company's legal representative and the responsibilities of shareholders, directors, and senior management [3][6].
科新发展: 公司章程(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-09 10:23
Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and Securities Law of the People's Republic of China [1][2] - The registered capital of the company is RMB 262,520,973 [2] - The company was approved by the China Securities Regulatory Commission to issue 30 million ordinary shares to the public on May 8, 2000, and was listed on the Shanghai Stock Exchange on June 15, 2000 [2] Chapter Summaries General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [1] - The company is permanently established as a joint-stock limited company [2] Business Objectives and Scope - The company's business objectives include providing top-notch products, management, services, and benefits [3] - The registered business scope includes consulting services, investment activities, advertising, software development, and property management among others [3] Shares - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [4] - The total number of shares issued by the company is 262,520,973, all of which are ordinary shares [5] Share Issuance - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [6] - The company may reduce registered capital following legal procedures [6] Share Transfer - Shares must be transferred in accordance with the law, and the company does not accept its shares as collateral [8] - Directors and senior management must declare their shareholdings and are restricted in transferring shares within certain timeframes [8] Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and information access, and must adhere to legal obligations [10] - The company must hold annual shareholder meetings within six months after the end of the fiscal year [16] Shareholder Meeting Procedures - The company must notify shareholders of meetings at least 20 days in advance for annual meetings and 15 days for temporary meetings [21] - The meeting must be presided over by the chairman or a designated representative [23] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a higher threshold [80][81] - Specific matters such as capital changes and mergers require special resolutions [82]