Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association and certain governance systems, transferring the supervisory responsibilities to the audit committee of the board of directors [1][2][3]. Summary by Sections Amendments to Articles of Association - The company will no longer have a supervisory board, with its powers being transferred to the audit committee of the board of directors [1][2]. - Specific amendments include changes to the legal representative's role, which will now be held by a director elected by the board [2][3]. - New provisions state that the legal representative's civil activities will be the company's responsibility, and the company can seek compensation from the legal representative if damages occur due to their actions [3]. Shareholder Responsibilities and Rights - Shareholders are responsible 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][4]. - The articles now clarify that shareholders can sue each other and the company’s directors and senior management [4][5]. Capital and Share Issuance - The company’s shares are to be issued under principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [5][6]. - The total number of shares issued remains at 413.38 million, all of which are ordinary shares [5][6]. Financial Assistance and Share Repurchase - The company is prohibited from providing financial assistance for the purchase of its shares, except for employee stock ownership plans [5][6]. - Any financial assistance provided must not exceed 10% of the total issued capital and requires a two-thirds majority approval from the board [5][6]. Governance and Decision-Making - The board of directors is empowered to make decisions regarding capital increases and share repurchases, subject to shareholder approval for significant transactions [6][7]. - The articles specify that the board must disclose any guarantees provided by the company and seek shareholder approval for guarantees exceeding 30% of the latest audited total assets [6][7]. Shareholder Meetings and Proposals - The company has established procedures for convening shareholder meetings, including the rights of shareholders to propose agenda items [6][7]. - The articles stipulate that shareholders holding more than 1% of shares can propose temporary agenda items at least 10 days before a meeting [6][7]. Legal Compliance and Responsibilities - The company and its controlling shareholders must comply with legal obligations and ensure the protection of shareholder rights [17][18]. - The articles emphasize the importance of maintaining the independence of the company and its operations from the controlling shareholders [17][18].
格林精密: 关于取消监事会并修订《公司章程》及公司部分治理制度的公告