Core Viewpoint - Hubei Xingfu Electronic Materials Co., Ltd. has decided to abolish its supervisory board and amend its articles of association to enhance corporate governance in compliance with the new Company Law and relevant regulations [1][2][3] Summary by Sections Cancellation of Supervisory Board - The company will no longer establish a supervisory board, transferring its responsibilities to the audit committee of the board of directors, in accordance with the new Company Law and related regulations [1][2] - The rules governing the supervisory board will be abolished, and any references to the supervisory board in the company's regulations will be removed [1] Amendments to Articles of Association - The company plans to revise its articles of association to align with the new governance requirements for companies listed on the Sci-Tech Innovation Board [2][3] - Key changes include the removal of terms related to the supervisory board and the standardization of terminology, such as changing "shareholders' meeting" to "shareholders' assembly" [2][3] - The amendments will also address the numbering of articles and minor wording adjustments without altering the substantive content [2] Specific Changes in Governance Structure - The chairman of the board will serve as the legal representative of the company, with provisions for appointing a new legal representative within 30 days if the chairman resigns [3] - The articles will clarify that the company is liable for civil activities conducted by its legal representative [3] - The company will ensure that all assets are divided into equal shares, with shareholders only liable for the company's debts to the extent of their subscribed shares [3] Financial and Operational Governance - The company will implement stricter rules regarding financial assistance and guarantees, limiting the total amount of financial assistance to no more than 10% of the total issued capital [4][5] - The company will adopt various methods to increase capital, including public and private offerings, subject to shareholder approval [5][6] Shareholder Rights and Responsibilities - Shareholders will have defined rights, including the ability to request meetings, supervise company operations, and transfer their shares in accordance with the law [10][11] - The articles will specify the obligations of shareholders, including compliance with laws and regulations, and the prohibition of actions that harm the company or other shareholders [18][19] Decision-Making and Voting Procedures - The company will establish clear procedures for convening shareholder meetings and making decisions, ensuring that significant transactions are subject to shareholder approval [20][21] - The articles will outline the conditions under which extraordinary shareholder meetings can be called, ensuring timely communication and transparency [22][23]
兴福电子: 湖北兴福电子材料股份有限公司关于取消监事会、修订《公司章程》并办理工商登记及修订部分公司治理制度的公告