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奥飞娱乐拟修订《公司章程》,多项条款调整引关注

Core Viewpoint - The company, AoFei Entertainment Co., Ltd. (stock code: 002292), announced the upcoming sixth board meeting on August 22, 2025, to review the proposal for amending the Articles of Association, which will be submitted for shareholder approval [1]. Revision Background and Purpose - The amendments to the Articles of Association are based on relevant laws and regulations, aiming to further standardize the company's organization and behavior while protecting the legitimate rights and interests of the company, shareholders, employees, and creditors [2]. Major Revision Contents Shareholder Rights and Responsibilities - The revised Articles now include employee rights alongside the original focus on the rights of the company, shareholders, and creditors. New provisions hold shareholders accountable for abusing their rights and evading debts, specifying that those causing losses to the company or other shareholders must compensate, and those harming creditors' interests must bear joint liability for company debts [3]. Shareholder Meeting - The term "shareholder meeting" has been standardized, with detailed revisions on the powers, convening, proposals, notifications, convening, voting, and resolutions of the shareholder meeting. New powers include reviewing equity incentive plans and employee stock ownership plans, with the authority to delegate the board to make decisions on issuing corporate bonds [4]. Board of Directors - The board will include one director representing employees, with non-employee directors elected or replaced by the shareholder meeting. The qualifications, duties, and obligations of directors have been refined, with new sections on independent directors and board committees. Independent directors are required to fulfill their responsibilities diligently, protecting the overall interests of the company and the rights of minority shareholders [5]. Profit Distribution - The profit distribution policy has been adjusted to set a target for cash dividends at a minimum of 30% of the average distributable profits over any three consecutive fiscal years. This revised policy requires approval from the shareholder meeting with a two-thirds majority of voting rights [6]. Other Aspects - Revisions have also been made regarding financial report disclosures, internal audit systems, company mergers and divisions, and dissolution and liquidation processes. The company is required to submit and disclose annual and interim reports after the fiscal year ends and to implement an internal audit system with defined leadership and responsibilities [7]. Follow-up Arrangements - The proposed amendments to the Articles of Association will be submitted for shareholder meeting approval, requiring a two-thirds majority of voting rights. The board will request authorization for management to handle the amendment and registration procedures, with final content subject to market supervision and management agency registration [8]. The revisions are seen as a significant step for the company to adapt to legal changes and enhance governance, thereby safeguarding the rights of shareholders and the company [8].