Core Viewpoint - Yutong Heavy Industry Co., Ltd. has decided to abolish its supervisory board and amend its articles of association, transferring the supervisory responsibilities to the audit committee of the board of directors [1]. Summary by Sections Company Structure Changes - The company will no longer establish a supervisory board, with the powers of the supervisory board being exercised by the audit committee of the board of directors [1]. - The articles of association will be revised accordingly, and related rules concerning the supervisory board will be abolished [1]. Articles of Association Amendments - The first article of the articles of association has been revised to include the protection of the rights of employees along with shareholders and creditors [1]. - The second article confirms the company's establishment as a joint-stock limited company in accordance with relevant regulations [1]. - The sixth article states that the registered capital of the company remains unchanged [1]. Responsibilities and Rights - The legal representative of the company is the chairman of the board, who must be appointed within thirty days if the current chairman resigns [1]. - The company will bear civil liability for activities conducted by the legal representative in the name of the company [2]. Shareholder Rights and Obligations - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3]. - The articles of association stipulate that shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [8]. Governance and Decision-Making - The company will hold shareholder meetings to exercise its rights, including approving reports from the board of directors and deciding on the remuneration of directors and supervisors [9]. - The articles of association outline the procedures for convening and voting at shareholder meetings, including provisions for electronic voting [10]. Independent Directors - Independent directors must adhere to laws and regulations, maintaining their independence and fulfilling their duties to protect the interests of minority shareholders [25][28]. - The company is required to evaluate the independence of its independent directors annually and disclose the results [27].
宇通重工: 关于取消监事会并修订《公司章程》及附件的公告