海油发展: 关于修订《公司章程》的公告

Core Viewpoint The company, CNOOC Energy Development Co., Ltd., is revising its Articles of Association to enhance corporate governance, protect minority shareholders' rights, and comply with new regulations issued by the China Securities Regulatory Commission. Summary by Sections Revision of Articles of Association - The company plans to revise its Articles of Association to align with the newly issued "Guidelines for Articles of Association of Listed Companies" and "Rules for Shareholders' Meetings" [1] - Key revisions include refining clause expressions, strengthening shareholders' rights to information, and standardizing the responsibilities of directors and supervisors [1][2] Governance Structure Changes - The company will eliminate the supervisory board and transfer its statutory powers to the audit committee of the board of directors [1][2] - The internal audit system will be optimized, enhancing the board's management of internal audit activities [1] Shareholder Rights Enhancements - The revisions aim to reinforce shareholders' rights, including the right to information and participation in decision-making processes [1][2] - The company will clarify the rights and obligations of shareholders, ensuring equal treatment among shareholders of the same class of shares [1][2] Financial and Capital Management - The company will implement stricter rules regarding financial assistance for share purchases, limiting such assistance to 10% of the total issued capital [6] - The methods for increasing capital will be expanded, allowing for public and private placements as well as stock dividends [6][7] Compliance and Legal Framework - The revised Articles will ensure compliance with the Company Law and Securities Law, providing a legal framework for corporate governance and shareholder relations [1][2] - The company will establish clear procedures for shareholder meetings and decision-making processes, ensuring transparency and accountability [19][20]