四川九洲: 四川九洲电器股份有限公司关于修订《公司章程》及相关制度的公告

Core Viewpoint - Sichuan Jiuzhou Electric Appliance Co., Ltd. is revising its Articles of Association and several internal regulations to enhance corporate governance and comply with updated legal requirements [1][2]. Summary by Sections Corporate Governance Revisions - The company held its 13th Board of Directors meeting on August 7, 2025, where it approved several proposals for amending the Articles of Association and related governance documents [1][2]. - The revised documents include the Articles of Association, Shareholders' Meeting Rules, Board Meeting Rules, Independent Director Work System, and Fund Management System [1][2]. Shareholder Meeting and Management Structure - The proposed amendments will be submitted to the second extraordinary general meeting of shareholders in 2025 for approval [2]. - Upon approval, the company will abolish the supervisory board, with the Audit Committee of the Board taking over the supervisory functions [2]. Legal Compliance and Framework - The revisions are in accordance with the Company Law, the Guidelines for Articles of Association of Listed Companies, and other relevant regulations [1][2]. - The amendments aim to strengthen the company's governance framework and protect the rights of shareholders, employees, and creditors [1][2]. Specific Changes in Governance Documents - The revised Articles of Association emphasize the importance of maintaining the company's independence and the integrity of its operations [3][4]. - New provisions restrict subsidiaries from providing financial assistance for acquiring shares of the company, except under specific conditions approved by the Board [3][4]. - The company will now require a two-thirds majority of the Board to approve financial assistance for share acquisitions [3][4]. Rights and Responsibilities of Shareholders - Shareholders holding more than 1% of shares can request the Audit Committee to initiate legal proceedings if they believe the company has suffered losses due to violations of laws or regulations by directors or senior management [6][7]. - The amendments clarify the rights of shareholders to access company documents and information, ensuring transparency and accountability [5][6]. Independent Directors and Their Role - Independent directors are required to maintain their independence and are prohibited from holding positions in related companies that could compromise their impartiality [17][19]. - They are tasked with protecting the interests of minority shareholders and ensuring compliance with legal and regulatory requirements [17][19]. Conclusion - The revisions to the Articles of Association and related governance documents reflect the company's commitment to enhancing corporate governance and aligning with current legal standards, ultimately aiming to safeguard the interests of all stakeholders involved [1][2].