扬农化工: 关于取消监事会并修订《公司章程》及修订或制订部分公司治理制度的公告

Core Viewpoint - Jiangsu Yangnong Chemical Co., Ltd. plans to cancel its supervisory board and amend its articles of association in accordance with new regulatory requirements and the company's actual situation [1]. Summary by Sections Cancellation of Supervisory Board and Amendment of Articles of Association - The company will no longer have a supervisory board, and the responsibilities of the supervisory board will be transferred to the audit committee of the board of directors [1]. - The amendments to the articles of association are based on the Company Law of the People's Republic of China and relevant regulations [2]. Amendments to Articles of Association - The first article of the articles of association will be revised to protect the legal rights of the company, shareholders, employees, and creditors [2]. - The legal representative of the company will now be the general manager instead of the chairman [3]. - The company will ensure that the legal consequences of civil activities conducted by the legal representative are borne by the company [4]. Shareholder Rights and Responsibilities - Shareholders will have the right to sue the company and its directors, supervisors, and senior management [5]. - The company will maintain a legal framework for the rights and obligations between the company and its shareholders [5]. Company Operations and Governance - The company will continue to operate in the manufacturing and processing of pesticides and fine chemical products, among other activities [7]. - The issuance of shares will adhere to principles of openness, fairness, and justice, ensuring equal rights for all shareholders [8]. Capital Increase and Share Repurchase - The company can increase its capital through various methods, including public offerings and private placements, as approved by the shareholders' meeting [11]. - The company will not repurchase its shares except under specific circumstances, such as reducing registered capital or merging with other companies [13]. Shareholder Meetings and Decision-Making - The shareholders' meeting is the company's power organ, responsible for major decisions such as approving financial budgets and profit distribution [32]. - The company will provide legal opinions on the validity of shareholder meetings and decisions [34].