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科创新源: 深圳科创新源新材料股份有限公司关于修订《公司章程》及相关制度的公告
Zheng Quan Zhi Xing· 2025-07-14 00:12
Core Viewpoint - Shenzhen Kexin New Materials Co., Ltd. is revising its Articles of Association and related systems to enhance corporate governance and comply with updated legal regulations [1][2]. Summary by Sections Reason for Modification - The company aims to improve operational standards and governance structure by canceling the supervisory board and transferring its powers to the audit committee of the board of directors [1][2]. Revision of Articles of Association - Key changes include adjustments to the governance structure, addition of provisions for employee representative directors, and removal of the supervisory board section [2][3]. - The revisions involve a comprehensive review of the Articles of Association, with significant changes highlighted while minor textual adjustments are not detailed [2]. Specific Amendments - The first article emphasizes the protection of the rights of shareholders and creditors, aligning with the latest legal requirements [3]. - The second article confirms the company's establishment under relevant laws, with registration details provided [4]. - The governance structure now includes provisions for the chairman as the legal representative and outlines responsibilities related to civil activities [4]. - The company’s assets are divided into equal shares, with shareholders liable only to the extent of their subscribed shares [5]. - The Articles of Association will serve as a binding document for the company, shareholders, and management, detailing rights and obligations [5][6]. Share Issuance and Capital Increase - The company will issue shares publicly, ensuring equal rights for all shareholders [6][7]. - The issuance of shares will be at a nominal value of RMB 1.00 per share [7][8]. Shareholder Rights and Obligations - Shareholders have rights to dividends, participation in meetings, and oversight of company operations [13][14]. - The company outlines the process for shareholders to request access to company documents and the conditions under which such requests can be denied [14][15]. Governance and Legal Compliance - The company emphasizes compliance with laws and regulations, ensuring that decisions made by the board and shareholders are valid and enforceable [15][16]. - Provisions are included to protect minority shareholders from actions by controlling shareholders that may harm their interests [16][17]. Financial Assistance and Share Repurchase - The company may provide financial assistance for acquiring shares under specific conditions, with limits set on the total amount [9][10]. - The company can repurchase its shares under certain circumstances, such as capital reduction or mergers [10][11]. Responsibilities of Directors and Management - Directors and management are held accountable for safeguarding company assets and may face penalties for negligence [27].
科创新源: 深圳科创新源新材料股份有限公司章程
Zheng Quan Zhi Xing· 2025-07-14 00:12
General Provisions - Shenzhen Cotran New Material Co., Ltd. is established as a joint-stock company according to the Company Law and other relevant regulations [4] - The company was approved by the China Securities Regulatory Commission to issue 22 million shares of ordinary stock to the public on November 17, 2017 [4] - The registered capital of the company is RMB 126.431804 million [5] Business Objectives and Scope - The company's business objective is to enhance management levels and core competitiveness while providing quality services to customers and maximizing shareholder value [6] - The business scope includes research, manufacturing, and sales of waterproof, fireproof, anti-corrosion, sealing, and insulation materials, as well as various electronic materials and products [6][7] Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1.00 per share [8] - The total number of shares issued at the establishment of the company was 60 million shares, with 100% held by the founding shareholders [8] Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [13] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [19] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the fiscal year, and temporary meetings can be called under specific circumstances [50][51] - Shareholder meetings must be announced at least 20 days in advance for annual meetings and 15 days for temporary meetings [62] Decision-Making and Voting - Major decisions, such as capital increases, mergers, and significant transactions, require approval from the shareholders' meeting [45][48] - The voting process must comply with legal and regulatory requirements, ensuring that all shareholders have the opportunity to participate [31][32]