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中交设计: 中交设计咨询集团股份有限公司章程(修订稿)
Zheng Quan Zhi Xing· 2025-05-30 11:20
Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations, with a registered capital of RMB 2,294,595,565 [1][5] - The company aims to be a leader in international high-end consulting services and to maximize capital profits while ensuring good returns for all shareholders [2][4] - The company has a diverse business scope including marine services, engineering management, technical services, and environmental protection services [4][5] Group 1: Company Structure and Governance - The company is a permanent joint-stock limited company with independent legal status and enjoys civil rights and responsibilities [2][3] - The chairman of the board serves as the legal representative of the company, and the company is responsible for civil liabilities arising from the actions of the legal representative [2][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 [2][3] Group 2: Share Issuance and Capital Management - The company has issued a total of 2,294,595,565 shares, all of which are ordinary shares with equal rights [5][6] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7][8] - The company is prohibited from repurchasing its shares except under specific circumstances, such as reducing registered capital or employee stock ownership plans [7][8] Group 3: Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, attend and vote at shareholder meetings, and supervise the company's operations [11][12] - Shareholders holding more than 3% of shares for over 180 days can request to inspect the company's accounting books [12][13] - Shareholders must comply with laws and the company's articles of association, and they are liable for damages caused by abusing their rights [42][43] Group 4: Board and Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [50][51] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [54][55] - Shareholders can propose agenda items for meetings, and the company must notify shareholders of the meeting details in advance [60][61]
APMH Invest has announced completion of the all-cash recommended purchase offer for the shares in Svitzer
Globenewswire· 2025-05-16 06:01
Core Viewpoint - APMH Invest A/S has successfully completed its all-cash voluntary recommended purchase offer for Svitzer Group A/S, acquiring approximately 93.4% of the share capital and voting rights in Svitzer [2]. Group 1: Offer Completion - APMHI has announced that all conditions of the Offer have been satisfied, and the Offer is now complete [2]. - The Offer was made for all issued shares in Svitzer, excluding those owned by APMHI and any treasury shares [1]. - APMHI will hold approximately 93.4% of Svitzer's share capital and voting rights following the Offer [2]. Group 2: Settlement Details - The settlement of the Offer will be conducted in cash through shareholders' custodian banks, with the trading day for settlement expected to be May 16, 2025, and payment date anticipated on May 20, 2025 [3]. - Shareholders without a Danish bank account may experience delays in payment [3]. Group 3: Compulsory Acquisition and Delisting - APMHI will initiate a compulsory acquisition of shares held by remaining minority shareholders on May 23, 2025, as it will hold over 90% of Svitzer's share capital [4]. - The price per share in the compulsory acquisition will be DKK 277, which corresponds to the price paid in the Offer, adjusted for dividends [5]. - APMHI plans to remove Svitzer shares from trading on Nasdaq Copenhagen A/S before the compulsory acquisition, with the last trading day expected to be May 22, 2025 [6]. Group 4: Company Overview - Svitzer is a leading global provider of towage and marine services, assisting large vessels in maneuvering in and out of ports [7]. - The company operates around 450 vessels and serves approximately 2,000 customers across more than 140 ports and 40 terminals in 37 countries [7].