宏辉果蔬: 关于取消监事会并修订《公司章程》及相关制度的公告

Core Viewpoint - The company has decided to abolish its supervisory board and amend its articles of association and related governance systems to align with new legal regulations and improve corporate governance [1][2]. Summary by Sections Abolishment of the Supervisory Board - The company plans to cancel the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with the Company Law and other relevant regulations [1]. - The supervisory board and its members will continue to fulfill their duties until the shareholders' meeting approves the cancellation [2]. Amendments to the Articles of Association - The amendments aim to ensure consistency with newly implemented laws and regulations, enhance operational standards, and improve corporate governance [2]. - Specific changes include: - The legal representative of the company will now be the president instead of the chairman [3]. - The articles will clarify that shareholders are liable only to the extent of their subscribed shares [3]. - The company will not provide financial assistance for the purchase of its shares, except for employee stock ownership plans [4][5]. - The company can increase capital through various methods, including public and private offerings, subject to shareholder approval [6][7]. - The company will not repurchase its shares except under specific circumstances, such as capital reduction or employee stock plans [6][7]. Rights and Obligations of Shareholders - Shareholders have the right to access company documents and participate in profit distribution during liquidation [8][9]. - Shareholders holding more than 5% of shares must report any pledging of their shares to the company [10][11]. - Shareholders are obligated to comply with laws and the articles of association, and they cannot abuse their rights to harm the company or other shareholders [12][13]. Governance and Decision-Making - The shareholders' meeting is the company's authority body, responsible for electing directors and approving significant corporate actions [14][15]. - The board of directors must seek shareholder approval for major transactions, including asset purchases exceeding 30% of the company's audited total assets [16][17]. - The audit committee can propose the convening of a temporary shareholders' meeting, ensuring that governance remains responsive to shareholder needs [18][19].