变频调速器

Search documents
正弦电气: 关于取消监事会、修订《公司章程》并办理工商变更登记及制定和修订部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-08 11:24
Core Viewpoint - The company plans to cancel its supervisory board and amend its articles of association, transferring the supervisory functions to the audit committee of the board of directors, pending approval from the shareholders' meeting [1][2]. Summary by Sections Cancellation of Supervisory Board - The company intends to abolish the supervisory board in accordance with the latest regulations of the Company Law and relevant stock exchange rules, with the audit committee taking over the supervisory responsibilities [1][2]. Amendments to Articles of Association - The amendments aim to enhance the company's operational standards, aligning with the Company Law and other regulatory guidelines. Key changes include: - The first article now emphasizes the protection of the rights of the company, shareholders, and creditors [2]. - The role of the chairman as the legal representative of the company is clarified, including the process for appointing a new representative upon resignation [3]. - The company's operational purpose has been updated to focus on customer value and mutual growth [4]. - The scope of business activities has been refined to include technology development and sales of automation products, with specific exclusions for restricted items [5]. - The issuance of shares will adhere to principles of fairness and equality, ensuring all shares of the same class have equal rights [6]. - Provisions regarding the company's ability to provide financial assistance for share acquisition have been adjusted, limiting such assistance to 10% of the total issued capital [7]. - The company’s capital increase methods have been specified, including public and private offerings [8].
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]