德联集团: 关于调整公司组织架构并修订《公司章程》及其附件的公告

Core Points - Guangdong Delian Group Co., Ltd. has announced adjustments to its organizational structure and revisions to its Articles of Association and related documents [1] - The board of directors approved the proposals during the 11th meeting of the 6th board on July 18, 2025, which will be submitted for review at the company's first extraordinary general meeting of shareholders in 2025 [1] - The company will allow the Audit Committee to exercise the powers of the Supervisory Board as stipulated by the Company Law, leading to structural adjustments [1] Summary by Sections Organizational Structure Adjustments - The Audit Committee will now perform the functions of the Supervisory Board, reflecting a significant change in governance [1][13] - The Articles of Association have been revised to clarify the roles and responsibilities of the board and its committees [1][18] Articles of Association Revisions - The revisions include changes to the appointment and resignation processes for the legal representative and the chairman of the board [1][2] - Specific provisions regarding shareholder rights to access company materials have been updated, ensuring compliance with relevant laws [3][4] Shareholder Meeting Procedures - The updated Articles of Association allow for hybrid shareholder meetings, enabling participation through both physical and online means [5][7] - Shareholders holding more than 1% of the company's shares can propose temporary motions at least ten days before the meeting [5][6] Committee Structures - The board will establish various specialized committees, including a Strategic Committee, Nomination Committee, and Compensation and Assessment Committee, to enhance governance [16][17] - The Audit Committee will consist of three members, including two independent directors with accounting expertise [13][14] Implementation and Effectiveness - The revised Articles of Association and related documents will take effect upon approval at the upcoming extraordinary general meeting [1][18] - The board has requested authorization from the shareholders to handle necessary business registrations and related matters [1]