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明泰铝业: 明泰铝业关于修订《公司章程》及相关制度的公告

Core Viewpoint - Henan Mingtai Aluminum Co., Ltd. has revised its Articles of Association and related systems, eliminating the supervisory board and transferring its powers to the audit committee of the board of directors, in compliance with relevant laws and regulations [1][2]. Summary by Sections Revision Reasons - The company decided to abolish the supervisory board based on the Company Law, Securities Law, and other relevant regulations, aligning with its actual situation [1]. Specific Revisions - The Articles of Association will be amended to reflect the removal of the supervisory board and the transfer of its responsibilities to the audit committee [1][2]. - The management systems related to shareholding and annual report disclosure will also be revised, pending approval from the shareholders' meeting [1]. Articles of Association Changes - Article 10 was changed to Article 8, establishing the Articles of Association as a legally binding document for the company and its stakeholders [2]. - The rights of shareholders to sue the company and its directors were clarified, emphasizing the legal obligations of the board and management [3]. - Financial assistance provisions for purchasing company shares were modified, allowing for a maximum of 10% of the total issued capital [4]. - The methods for increasing capital were updated to include issuing shares to specific objects rather than the general public [4]. - The rights of shareholders to access company documents and financial reports were reinforced, ensuring transparency [4][5]. Governance Structure - The audit committee will now have the authority to propose the convening of temporary shareholders' meetings, previously held by the supervisory board [8][9]. - The responsibilities of the board of directors and the audit committee were detailed, ensuring accountability in case of legal violations [6][7]. Shareholder Rights - Shareholders holding more than 3% of shares can request the audit committee to initiate legal action against directors or management for violations [7]. - The process for convening shareholders' meetings and the voting rights of shareholders were clarified, ensuring proper governance [12][13]. Compliance and Reporting - The company is required to comply with legal obligations regarding information disclosure and to cooperate with court rulings [5]. - The responsibilities of directors and senior management regarding the protection of shareholder interests were emphasized, including the prohibition of conflicts of interest [10][11].