中材节能: 中材节能股份有限公司关于修订《公司章程》并取消监事会的公告

Core Viewpoint The company, China National Materials Group Corporation, has announced a revision of its Articles of Association, which includes the cancellation of the supervisory board and the establishment of new governance structures to enhance corporate governance and clarify the responsibilities of major shareholders and actual controllers [1][2]. Summary by Sections Revision Overview - The supervisory board and related provisions have been removed, with the audit committee assuming its responsibilities [1]. - The term "shareholders' meeting" has been changed to "shareholders' assembly" [1]. - Adjustments have been made to the powers of the shareholders' assembly and the board of directors [1]. - New sections have been added to clarify the obligations of controlling shareholders and actual controllers towards the listed company [1]. - New sections have been introduced for independent directors and specialized committees of the board [1]. Key Amendments - The leadership structure, responsibilities, and personnel arrangements for internal audit work have been explicitly defined [2]. - Additional revisions include updates on documentation required for individual shareholders attending meetings, the order of capital reserve fund usage for loss compensation, and provisions regarding company mergers, divisions, and liquidations [2]. Specific Article Changes - Article 8 now states that the chairman of the board is the legal representative of the company [3]. - Article 19 specifies that the company's shares are marked with a par value in RMB [3]. - Article 21 outlines the total number of shares issued at the company's establishment and their par value [3]. Governance and Responsibilities - The revised Articles emphasize the need for the company to consider the interests of stakeholders and social responsibilities in its operations [3]. - The obligations of controlling shareholders and actual controllers are clearly defined to prevent any actions that may harm the interests of the company and its public shareholders [14][15]. Shareholder Rights and Procedures - Shareholders holding more than 5% of shares have the right to request the board to initiate legal proceedings if their rights are infringed [12]. - The procedures for convening shareholder meetings and the voting process have been clarified to ensure compliance with legal and regulatory requirements [8][9].