Core Viewpoint - The company has revised its articles of association to eliminate the supervisory board, transferring its powers to the audit committee of the board of directors, in compliance with relevant laws and regulations [1][2][3]. Summary by Sections Company Articles Revision - The supervisory board is abolished, and its responsibilities are now under the audit committee of the board of directors [1]. - Specific amendments to the articles include changes to the rights and obligations of shareholders and the company, ensuring legal enforceability [1][4]. Shareholder Rights - Shareholders have the right to sue other shareholders, directors, and senior management under the revised articles [1][4]. - Shareholders holding more than 5% of shares must declare their shareholdings and any changes, with restrictions on transferring shares within one year of listing [1][3]. Board of Directors and Committees - The board of directors will consist of seven members, including three independent directors, and will establish specialized committees such as the audit committee, strategic committee, nomination committee, and compensation committee [1][12][14]. - The audit committee will oversee financial reporting, internal controls, and external audit processes [12][13]. Meeting Procedures - The company must hold a temporary shareholders' meeting within two months under certain conditions, such as significant losses or shareholder requests [5][6]. - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [6][7]. Voting and Proposals - Shareholders can propose items for discussion at meetings, with specific procedures for submitting proposals [9][10]. - Voting procedures include provisions for cumulative voting for directors and the requirement for detailed disclosures about candidates [10][11]. Responsibilities of Directors - Directors are required to act diligently and in the best interest of the company, ensuring compliance with laws and regulations [11][98]. - The board must report on its activities to shareholders annually, including the performance of independent directors [11][70].
肇民科技: 关于修订《公司章程》的公告