SMEG(SH:600689) Zheng Quan Zhi Xing·2025-07-16 09:25Core Viewpoint - Shanghai Sanmao Enterprise (Group) Co., Ltd. has revised its Articles of Association, eliminating the supervisory board and updating certain corporate governance systems to enhance operational standards and protect investor rights [1]. Summary by Sections Revision of Articles of Association and Cancellation of Supervisory Board - The company held its 11th Board of Directors' fifth temporary meeting on July 16, 2025, where it approved the proposal to revise the Articles of Association and cancel the supervisory board [1]. - The revision aims to comply with the new Company Law effective from July 1, 2024, and other relevant regulations, enhancing corporate governance and protecting investor rights [1]. Specific Changes to Articles of Association - The term "shareholders' meeting" has been uniformly changed to "shareholders' assembly" throughout the Articles [2]. - The supervisory board's responsibilities will be transferred to the Board of Directors' Audit Committee following the cancellation of the supervisory board [1][2]. - The Articles of Association will now reflect that the legal representative of the company is the chairman, and the company will bear civil liability for actions taken by the legal representative [4][5]. Company Structure and Share Capital - The company's share capital structure includes 200,991,343 shares, with 75.73% being domestic RMB ordinary shares and 24.27% being foreign shares [12]. - The company will not provide financial assistance for acquiring its shares, except for employee stock ownership plans [12][13]. Shareholder Rights and Responsibilities - Shareholders have the right to request, convene, and participate in the shareholders' assembly, supervise the company's operations, and access company documents [17][18]. - Shareholders are obligated to comply with laws and the Articles of Association, and misuse of shareholder rights that harms the company or other shareholders will result in liability [23][24]. Governance and Decision-Making - The shareholders' assembly is the company's decision-making body, responsible for approving major corporate actions such as profit distribution, capital changes, and significant asset transactions [26][27]. - The company must ensure that any external guarantees provided do not exceed specified limits relative to its audited net assets [47][48].