凤凰光学: 凤凰光学股份有限公司关于取消监事会暨修订《公司章程》及部分管理制度的公告

Core Viewpoint - The company, Phoenix Optical Co., Ltd., has decided to abolish its supervisory board and amend its articles of association and certain management systems to enhance operational standards in compliance with relevant laws and regulations [1]. Summary by Sections Company Announcement - The board of directors and all directors of Phoenix Optical guarantee that the announcement contains no false records, misleading statements, or major omissions, and they bear legal responsibility for the authenticity, accuracy, and completeness of its content [1]. - The decision to abolish the supervisory board was made during the 11th meeting of the 9th board of directors and the 10th meeting of the 9th supervisory board held on August 25, 2025 [1]. Amendments to Articles of Association - The supervisory board's powers will be transferred to the audit committee of the board of directors, and the rules governing the supervisory board meetings will be abolished [1]. - Amendments will be made to the articles of association and related management systems, with specific changes detailed in a comparison table [1]. Rights and Responsibilities of Shareholders - Shareholders have the right to receive dividends and other forms of profit distribution according to their shareholding [2]. - Shareholders can request, convene, and participate in shareholder meetings and exercise corresponding voting rights [2]. - Shareholders holding more than 5% of the company's shares must comply with regulations regarding holding periods, selling times, and quantities [2]. Company Governance - The company’s governance structure emphasizes the protection of the legal rights of shareholders, particularly minority shareholders [3]. - The board of directors is responsible for making decisions on the company's operational strategies and investment plans [4]. - The company must hold a temporary shareholders' meeting within two months if certain conditions arise, such as insufficient board members or unaddressed losses reaching one-third of the registered capital [6]. Financial and Operational Oversight - The company must seek shareholder approval for significant financial actions, including guarantees exceeding 10% of the latest audited net assets [5]. - The audit committee has the authority to propose the convening of temporary shareholders' meetings and must respond to such proposals within a specified timeframe [7].