新华百货: 银川新华百货商业集团股份有限公司关于修订《公司章程》和部分公司治理制度的公告

Summary of Key Points Core Viewpoint The announcement details the revisions to the Articles of Association and certain corporate governance systems of Yinchuan Xinhua Department Store Commercial Group Co., Ltd. The revisions aim to enhance corporate governance and comply with updated laws and regulations, including the cancellation of the supervisory board and the transfer of its responsibilities to the audit committee of the board of directors. Group 1: Revision of Articles of Association - The company plans to cancel the supervisory board and amend the Articles of Association to reflect this change, with the audit committee assuming the supervisory board's responsibilities [1][2][3] - The revised Articles of Association will ensure the protection of the legal rights of the company, shareholders, and creditors, and will be binding on the company, shareholders, directors, and senior management [1][3][4] Group 2: Legal Representation and Responsibilities - The chairman of the board will serve as the legal representative of the company, and if the legal representative resigns, a new representative will be appointed within 30 days [2][3] - The legal representative's actions in civil activities will bind the company, and the company will bear civil liability for damages caused by the representative's actions in the course of duty [3][4] Group 3: Shareholder Rights and Obligations - Shareholders are entitled to sue other shareholders, directors, and senior management, and the company can also sue shareholders, directors, and senior management [4][5] - Shareholders must comply with laws and the Articles of Association, and they cannot withdraw their capital except as provided by law [11][12] Group 4: Capital Increase and Share Issuance - The company can increase capital through various means, including issuing shares to unspecified objects or existing shareholders [6][7] - The issuance of shares must adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [6][7] Group 5: Governance and Decision-Making - The board of directors and shareholders have defined powers, including deciding on the company's operational policies, electing directors, and approving financial reports [17][18] - The company must hold a temporary shareholders' meeting within two months of certain events, and the audit committee can propose such meetings [20][21]