Core Viewpoint - Tande Co., Ltd. is revising its articles of association and related documents to eliminate the supervisory board, transferring its responsibilities to the audit committee of the board of directors, in compliance with relevant laws and regulations [1][2][3]. Summary by Sections Company Articles Revision - The company will remove all references to the supervisory board throughout the articles of association [1]. - The revised articles will emphasize the protection of the rights of shareholders, employees, and creditors [1][2]. - The company will no longer maintain a supervisory board, with its powers being assumed by the audit committee of the board of directors [1][3]. Company Structure and Governance - The chairman of the board will serve as the legal representative of the company, with provisions for appointing a new representative within 30 days if the chairman resigns [3][4]. - The company’s assets will be divided into equal shares, with shareholders only liable for the company’s debts to the extent of their subscribed shares [4][5]. Shareholder Rights and Responsibilities - Shareholders will have the right to receive dividends and participate in decision-making processes according to their shareholdings [16][17]. - The articles will stipulate that shareholders must not abuse their rights to harm the company or other shareholders [24][25]. Operational Scope - The company’s business scope includes real estate development, leasing, property management, and investment activities [7][8]. Capital Structure - The total number of shares issued by the company is 864,122,521, with no other classes of shares [7][8]. - The company will adhere to principles of fairness and equality in share issuance, ensuring that all shares of the same class have equal rights [7][8]. Compliance and Reporting - The company will comply with legal and regulatory requirements regarding shareholder reporting and the disclosure of significant events [19][20]. - Shareholders holding more than 5% of voting shares must report their holdings and any changes within three days [19][20]. Board and Shareholder Meetings - The company’s board of directors and shareholders will have defined powers and responsibilities, including the approval of financial reports and major corporate decisions [46][47]. - The articles will specify the procedures for convening meetings and making decisions, ensuring compliance with legal standards [21][22]. External Guarantees - Any external guarantees provided by the company or its subsidiaries must be approved by the shareholders' meeting [46][47].
天地源: 天地源股份有限公司关于修订《公司章程》及相关制度文件的公告