浙江医药: 浙江医药关于取消监事会并修订《公司章程》的公告

Core Viewpoint - Zhejiang Pharmaceutical Co., Ltd. has decided to abolish its supervisory board and amend its articles of association, transferring the supervisory powers to the audit committee of the board of directors [1][2]. Summary by Sections Company Structure Changes - The supervisory board will no longer be established, and its functions will be assumed by the audit committee of the board of directors [1]. - Relevant rules and regulations concerning the supervisory board will be abolished, and the articles of association will be revised accordingly [1]. Amendments to Articles of Association - The first article of the articles of association has been revised to include employees alongside shareholders and creditors in protecting legal rights [1]. - The role of the chairman as the legal representative of the company has been clarified, including the process for appointing a new legal representative within 30 days of resignation [2]. - New provisions state that the company will bear civil liability for damages caused by the legal representative while performing duties, with the right to seek compensation from the representative if at fault [3]. Shareholder Responsibilities and Rights - Shareholders are limited to their subscribed shares in terms of liability, and the company is responsible for its debts with all its assets [4]. - The articles clarify the definition of senior management personnel, including the general manager, financial director, and other specified roles [4]. - The issuance of shares will adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [5][6]. Capital Increase and Share Repurchase - The company can increase capital through various methods, including public issuance and private placements, subject to shareholder approval [21]. - The conditions for share repurchase have been updated, allowing for board resolutions under certain circumstances without needing a shareholder meeting [21]. Shareholder Meeting Procedures - The procedures for convening shareholder meetings have been updated, including the rights of shareholders to propose agenda items and the requirements for valid proposals [20][21]. - The articles now specify the responsibilities of the board and management in ensuring compliance with legal and regulatory requirements during shareholder meetings [22][24].