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ST数源: 关于修订《公司章程》及部分相关制度的公告
Zheng Quan Zhi Xing· 2025-08-04 16:36
Core Viewpoint - The company has revised its articles of association and related rules to comply with the latest legal and regulatory requirements, which will be submitted for approval at the shareholders' meeting [1][2]. Summary by Sections Company Articles Revision - The company has amended its articles of association, shareholder meeting rules, board meeting rules, and independent director work system to align with the latest laws and regulations [1][2]. - The revised shareholder meeting rules have been renamed to "Shareholder Meeting Rules" [1]. Legal Compliance - The revisions are based on the latest Company Law, Securities Law, and other relevant regulations, ensuring the protection of the rights of the company, shareholders, and creditors [1][2]. Governance Structure - The chairman of the board is designated as the legal representative of the company, responsible for executing company affairs [3][4]. - The company’s assets are divided into equal shares, with shareholders liable only to the extent of their subscribed shares [5][6]. Shareholder Rights and Responsibilities - Shareholders have the right to request, convene, and participate in shareholder meetings, exercising their voting rights according to their shareholdings [15][23]. - The company’s articles stipulate that shareholders must comply with laws and regulations, and they cannot withdraw their capital except as legally permitted [20][21]. Financial and Operational Guidelines - The company must seek shareholder approval for significant transactions, including those exceeding 50% of total assets or involving substantial financial assistance [26][29]. - The company is prohibited from providing financial assistance to certain related parties, ensuring compliance with regulatory standards [29][30].
合肥泰禾智能科技集团股份有限公司2025年第一次临时股东会决议公告
Meeting Overview - The first extraordinary general meeting of shareholders was held on July 30, 2025, at the company's office in Hefei, Anhui Province [2] - The meeting was convened by the board of directors and chaired by Chairman Zhang Xucheng, utilizing a combination of on-site and online voting methods [2][3] Attendance - All 7 current directors attended the meeting, along with the general manager and board secretary, while other executives were present as attendees [3] Resolutions Passed - The following proposals were approved during the meeting: - Cancellation of the supervisory board and amendments to the Articles of Association [4] - Approval of the Articles of Association [4] - Approval of the Rules of Procedure for Shareholders' Meetings [5] - Approval of the Rules of Procedure for Board Meetings [5] - Approval of the External Guarantee Management Measures [5] - Approval of the Fundraising Management Measures [5] - Approval of the Related Party Transaction Management Measures [5] - Approval of the Independent Director Work System [5] - Approval of the External Investment Management System [5] - Approval of the Remuneration Management Measures for Directors and Senior Management [5] - Approval of the Selection System for Accounting Firms [6] - Approval of the increase in estimated daily related party transactions for 2025 [6] Legal Compliance - The meeting was witnessed by Shanghai Tongli Law Firm, confirming that the convening and procedures of the meeting complied with relevant laws and regulations [6]
泰禾智能: 上海市通力律师事务所关于合肥泰禾智能科技集团股份有限公司2025年第一次临时股东会的法律意见书
Zheng Quan Zhi Xing· 2025-07-30 16:37
Core Viewpoint - The legal opinion confirms that the procedures for convening and holding the 2025 first extraordinary general meeting of shareholders of Hefei Taihe Intelligent Technology Group Co., Ltd. comply with relevant laws and regulations, and the voting results are valid [1][9]. Group 1: Meeting Procedures - The meeting will be held on July 30, 2025, combining on-site and online voting, with online voting available from 9:15 AM to 3:00 PM on the same day [2][3]. - The company has provided adequate notice of the meeting, including time, location, and agenda, in accordance with legal requirements [3][4]. Group 2: Attendance and Voting - A total of 164 participants attended the meeting, representing 44,923,904 shares, which is 33.1059% of the total voting shares [2][3]. - The voting results indicate that all proposed resolutions were approved, with significant support from shareholders [6][9]. Group 3: Voting Results - For the various resolutions, the voting results were as follows: - Resolution on the company’s articles: 44,434,148 shares in favor, representing a majority [4]. - Resolution on fundraising management: 44,401,148 shares in favor, with 13,900 shares abstaining [5]. - Resolution on related party transactions: 44,402,948 shares in favor, with 5,600 shares abstaining [5]. - The meeting's voting procedures were conducted in accordance with legal and regulatory requirements, ensuring the legitimacy of the results [9].