HCR(SH:688500) Zheng Quan Zhi Xing·2025-06-04 11:31Core Viewpoint - The company, Beijing Huichen Zidao Information Co., Ltd., has decided to abolish its supervisory board and amend its articles of association to enhance corporate governance in compliance with regulatory requirements [1][2]. Summary by Sections Reasons and Basis for Amendments - The amendments to the articles of association are aimed at aligning with the regulatory requirements for listed companies and improving corporate governance [1]. - The decision to eliminate the supervisory board is based on the transfer of its powers to the audit committee of the board of directors [1]. Specific Amendments to Articles of Association - The first article now includes the protection of the rights of employees in addition to shareholders and creditors [2]. - The second article clarifies the company's establishment under the Company Law and relevant regulations [2]. - The eighth article maintains that the general manager serves as the legal representative of the company, with provisions for timely appointment of a new representative upon resignation [2]. - New provisions have been added regarding the legal consequences of actions taken by the legal representative on behalf of the company [3]. - The ninth article confirms that shareholders are liable only to the extent of their subscribed shares [4]. - The tenth article states that the amended articles will serve as a binding document for the company and its stakeholders [5]. - The amendments include provisions for the issuance and transfer of shares, ensuring equal rights for shareholders [6][9]. - The articles now specify the conditions under which the company can repurchase its shares [8][9]. - New regulations have been introduced regarding the responsibilities and obligations of shareholders, including compliance with laws and regulations [22][24]. Governance and Shareholder Rights - The articles outline the rights of shareholders, including profit distribution and the ability to request meetings and participate in decision-making [14][15]. - Shareholders are granted the right to sue the company or its directors under certain conditions [17][18]. - The responsibilities of controlling shareholders and actual controllers are emphasized, including the prohibition of actions that harm the company or other shareholders [23][24]. Decision-Making and Voting Procedures - The articles detail the procedures for convening shareholder meetings and the requirements for valid resolutions [19][27]. - Specific voting thresholds are established for significant decisions, including capital increases and major asset transactions [27]. Financial and Operational Independence - The amendments reinforce the independence of the company’s operations, finances, and personnel from controlling shareholders [24][26]. - The company is required to take measures to prevent the misuse of funds or assets by controlling shareholders [24]. This comprehensive overview reflects the company's commitment to enhancing governance and aligning with regulatory standards through the proposed amendments to its articles of association.