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腾亚精工: 公司章程(2025年6月)
Zheng Quan Zhi Xing· 2025-06-22 08:30
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [1][2] - Nanjing Toua Hardware & Tools Co., Ltd was established as a joint-stock company and registered with the Nanjing Market Supervision Administration [1][2] - The company was approved for its initial public offering of 18.1 million shares on December 10, 2021, and listed on the Shenzhen Stock Exchange on June 8, 2022 [1][2] - The registered capital of the company is RMB 141.75792 million [1][2] Business Objectives and Scope - The company's business objective is to focus on technological innovation and lean management to provide first-class products and services, aiming to create a century-old enterprise and generate good economic benefits [1][2] - The business scope includes research, production, and sales of electric and pneumatic tools, plastic hardware products, daily necessities, and import/export of various goods and technologies [1][2] Shares - The company's shares are issued in the form of stocks, with each share having equal rights [2][3] - The total number of shares issued by the company is 141.75792 million, all of which are ordinary shares [2][3] - The company may not acquire its own shares except under specific circumstances such as capital reduction or employee stock ownership plans [3][5] Shareholder Rights and Meetings - Shareholders have rights to dividends, voting, and participation in meetings, and the company must ensure equal treatment of all shareholders [8][9] - The company must hold an annual general meeting within six months after the end of the fiscal year [26][27] - Shareholders holding more than 10% of shares can request a temporary shareholders' meeting [27][28] Financial Assistance and Transactions - The company must disclose any external guarantees exceeding 50% of its latest audited net assets and obtain approval from the shareholders' meeting [16][18] - Any transaction involving assets exceeding 30% of the company's latest audited total assets must be submitted for shareholder approval [22][23] - Financial assistance provided by the company must be approved by two-thirds of the board of directors and disclosed promptly [23]
腾亚精工: 关于修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-06-22 08:18
Core Viewpoint - Nanjing Tengya Precision Technology Co., Ltd. has revised its Articles of Association to enhance corporate governance and internal control, aligning with the latest legal and regulatory requirements [1][2][3]. Summary by Sections Revision of Articles of Association - The company has amended specific clauses in its Articles of Association to better protect the rights of shareholders, employees, and creditors, and to ensure compliance with the latest laws and regulations [1][2]. - The revisions include changes to the definitions of stakeholders and the responsibilities of the legal representative [3][4]. Corporate Structure and Responsibilities - The Articles now clarify that the general manager serves as the legal representative of the company, and the company is liable for civil activities conducted by the legal representative [3][4]. - The company’s assets are divided into equal shares, and shareholders are only liable to the extent of their subscribed shares [4][5]. Share Issuance and Rights - The company will issue shares based on principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same class [6][7]. - The total number of shares issued by the company remains at 141.75792 million shares, with the structure being ordinary shares [6][7]. Financial Assistance and Capital Increase - The company and its subsidiaries are prohibited from providing financial assistance to individuals purchasing company shares, except for employee stock ownership plans [7][8]. - The company can increase its capital through various methods, including public offerings and private placements, as approved by the shareholders [10][11]. Shareholder Rights and Obligations - Shareholders have the right to request meetings, vote, and access company documents, ensuring transparency and accountability [15][16]. - The Articles stipulate that shareholders must fulfill their financial obligations and cannot withdraw their capital except as legally permitted [21][22]. Governance and Legal Compliance - The company’s governance structure has been strengthened, with clear procedures for decision-making and accountability for board members and management [23][24]. - The Articles emphasize the importance of compliance with laws and regulations, particularly regarding related party transactions and the protection of minority shareholders [24][25].