洪汇新材: 第五届董事会第十次会议决议公告

Core Viewpoint - The company, Wuxi Honghui New Materials Technology Co., Ltd., has approved amendments to its Articles of Association and governance structure to enhance corporate governance and compliance with regulatory requirements [1][2]. Summary by Sections Board Meeting and Resolutions - The fifth board meeting was held on June 20, 2025, with all five directors present, and the meeting was deemed legal and effective [1]. - The board unanimously approved the proposal to amend the Articles of Association [2]. Amendments to Articles of Association - The amendments include improvements to general provisions, legal representative regulations, and the addition of sections for controlling shareholders and actual controllers, clarifying their responsibilities [2]. - A new section for the board's specialized committees was added, establishing an audit committee to exercise the statutory powers of the supervisory board [2]. - The independent directors' section was introduced, detailing their roles, independence, and responsibilities [2]. - A chapter on the party organization was added, affirming its legal status in corporate governance [2]. - The supervisory board section was removed, with its powers transferred to the audit committee [3]. Governance System Revisions - The board approved revisions to several governance documents, including the rules for shareholder meetings, board meetings, independent director work systems, external guarantee management, external investment management, related party transaction management, fundraising management, and accounting firm selection [4][5][6][7]. Board Restructuring - The company plans to conduct elections for the sixth board of directors due to changes in controlling shareholders and actual controllers [6][7]. - Three candidates for non-independent directors were nominated: Sheng Hanping, Xiang Hongwei, and Chen Yu [6]. - Two candidates for independent directors were nominated: Wu Changming and Wang Yang, with Wu needing to complete independent director training [8][10]. Upcoming Shareholder Meeting - The board approved the convening of the first extraordinary general meeting of shareholders in 2025 to vote on the proposed amendments and board elections [9].