华能水电: 2025年第二次临时股东会会议资料

Core Viewpoint - Huaneng Lancang River Hydropower Co., Ltd. is proposing significant governance reforms, including the abolition of the supervisory board and related systems, to enhance corporate governance and comply with new regulations [1][2]. Group 1: Governance Reforms - The company plans to abolish the supervisory board and supervisors, transferring the supervisory functions to the audit committee of the board of directors [1][2]. - The proposal includes the removal of the positions of supervisory board chairman and members, specifically naming the individuals being relieved of their duties [1]. - The company aims to revise its articles of association to align with the latest regulations and improve its governance structure [2][3]. Group 2: Articles of Association Amendments - The amendments will standardize the term "shareholders' meeting" to "shareholders' assembly" and refine the rights and obligations of shareholders and actual controllers [3]. - The threshold for shareholders to propose temporary motions will be reduced from 3% to 1%, enhancing the participation of minority shareholders in corporate governance [4]. - The audit committee will assume the legal responsibilities previously held by the supervisory board, and all related internal regulations will be abolished [3][4]. Group 3: Other Governance Documents - The company is revising the rules governing shareholder meetings, board meetings, and independent directors to reflect the changes in governance structure [6][7]. - The independent director management measures will be consolidated into a unified system, enhancing clarity and compliance with regulatory requirements [7]. - The company is also updating its related party transaction management system to prevent misuse of funds by controlling shareholders and related parties [10][11]. Group 4: Election of Non-Independent Directors - The company is nominating Mr. Hua Shiguo as a candidate for a non-independent director position, following the resignation of Mr. Li Shishan [13]. - The nomination is in accordance with the provisions of the Company Law and the company's articles of association, with the term lasting until the end of the current board's tenure [13].