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萤石网络: 关于取消监事会、调整董事会人数、修订《公司章程》并办理工商变更登记及修订、制定部分治理制度的公告
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Viewpoint - The company has announced the cancellation of its supervisory board, adjustments to the board of directors, and revisions to its articles of association, which will be submitted for approval at the upcoming extraordinary general meeting of shareholders [1][3]. Summary by Sections Cancellation of Supervisory Board - The company will no longer have a supervisory board or supervisors, with the audit committee of the board of directors assuming the responsibilities previously held by the supervisory board [1][2]. - The relevant rules governing the supervisory board will be abolished, and any references to the supervisory board in the company's regulations will no longer apply [1][2]. Adjustment of Board of Directors - To enhance corporate governance and protect the interests of shareholders and employees, the company plans to add one employee director, increasing the total number of directors from 7 to 8 [2]. Revision of Articles of Association - The company intends to revise its articles of association to comply with the latest legal and regulatory requirements, including changing references from "supervisory board" to "audit committee" [1][3]. - The revisions will involve numerous changes, including the deletion of terms related to the supervisory board and adjustments to the numbering of clauses without altering substantive content [1][3]. Governance System Revisions - The company will revise and establish several governance systems to promote standardized operations and improve internal governance mechanisms [4]. - Specific governance systems proposed for revision include the "Management System for Preventing Occupation of Funds by Controlling Shareholders and Related Parties" and the "Management System for Shareholding and Changes by Directors, Senior Management, and Key Technical Personnel" [4].
萤石网络: 杭州萤石网络股份有限公司章程(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations [2] - The company, Hangzhou Yingstone Network Co., Ltd., was registered with the Zhejiang Provincial Market Supervision Administration and obtained a business license [2] - The company was approved for registration by the China Securities Regulatory Commission and issued 112.5 million shares to the public, listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on December 28, 2022 [2][3] - The registered capital of the company is RMB 787,500,000 [2] Company Purpose and Scope - The company's business purpose is to become a trusted provider of smart home and IoT cloud platform services, focusing on core self-developed technologies such as smart hardware, internet cloud services, AI, and robotics [4] - The company’s business scope includes technology services, software development, information technology consulting, and various manufacturing and sales activities related to electronic devices and smart home products [5] Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [6] - The total number of shares issued by the company is 787,500,000, all of which are ordinary shares [6] - The company is not allowed to provide financial assistance for others to acquire its shares, except under specific conditions approved by the shareholders' meeting [7] Shareholder Rights and Meetings - Shareholders have rights to dividends, attend meetings, supervise the company’s operations, and request information [12] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [22] - The company’s shareholders' meeting is the authority of the company, responsible for electing directors, approving reports, and making significant decisions [20] Decision-Making and Voting - Ordinary resolutions require a simple majority of the voting rights held by attending shareholders, while special resolutions require two-thirds majority [80] - Shareholders can propose agenda items for meetings, and the company must notify shareholders of the meeting details in advance [58][60] - The company must ensure that the voting process is transparent and that results are disclosed promptly [83]