广东宏大: 关于修订《公司章程》及相关议事规则的公告

Core Viewpoint - Guangdong Hongda Holdings Group Co., Ltd. is revising its Articles of Association and related rules, eliminating the supervisory board and transferring its responsibilities to the audit committee, which will enhance corporate governance and streamline decision-making processes [1][2][17]. Summary by Sections Company Governance - The company held its fifth meeting of the sixth board on August 1, 2025, to approve the amendments to the Articles of Association and related rules [1]. - The supervisory board will be abolished, and its powers will be transferred to the audit committee, which will take over the supervisory functions [1][2]. - The name of the "Shareholders' Meeting Rules" will be changed to "Shareholders' Meeting Rules" [1]. Amendments to Articles of Association - The responsibilities previously assigned to the supervisory board will now be handled by the audit committee, with the entire chapter regarding the supervisory board being removed [1][2]. - Specific amendments include the unification of responsibilities related to legal actions against company executives, allowing shareholders to request the audit committee to initiate lawsuits under certain conditions [1][2]. Shareholder Rights - Shareholders holding more than 1% of the company's shares can request the board to initiate legal actions if they believe company executives have violated laws or regulations [1][2]. - The rights of shareholders to propose temporary motions at shareholder meetings have been clarified, allowing those holding more than 1% of shares to submit proposals 10 days prior to the meeting [2][3]. Decision-Making Process - The decision-making process for significant corporate actions, such as profit distribution, capital changes, and bond issuance, has been outlined, emphasizing the need for shareholder approval [2][3]. - The company will implement cumulative voting for the election of directors and supervisors, ensuring that shareholders can concentrate their voting power on preferred candidates [2][3]. Board Structure - The board will consist of nine members, including three independent directors and one employee representative, with the chairman being elected from among the directors [8][9]. - The chairman's appointment requires a two-thirds majority of the board, and the chairman's performance will be evaluated based on market mechanisms [10][11]. Financial Management - The company will prioritize cash dividends, with a policy of distributing dividends annually, and may consider mid-term distributions under certain conditions [15][17]. - The financial assistance provided to external parties will be limited to ensure that it does not exceed 10% of the company's net assets [2][3].