Core Viewpoint - Zhejiang Wuzhou Xinchun Group Co., Ltd. plans to cancel its supervisory board and amend its articles of association in accordance with the revised Company Law and relevant regulations, transferring the supervisory powers to the audit committee of the board of directors [1][2]. Summary by Sections Cancellation of Supervisory Board - The company has decided to abolish the supervisory board, with its powers being transferred to the audit committee of the board of directors [1]. - Current supervisors will be relieved of their duties upon the approval of the shareholders' meeting [1]. Amendments to Articles of Association - The articles of association will be revised to reflect the cancellation of the supervisory board and the new structure of the board of directors [2]. - The number of directors will remain at seven, with six elected by the shareholders and one employee director elected by the employee representative assembly [1]. Specific Amendments - The first article of the articles of association will now include employees as stakeholders alongside shareholders and creditors [2]. - The legal representative of the company will be elected from among the directors, and the resignation of the legal representative will require the company to appoint a new representative within 30 days [2]. - The company’s operational scope has been updated to include various manufacturing and sales activities, including bearings and automotive parts [3][4]. Shareholder Rights and Responsibilities - Shareholders will retain the right to sue the company, directors, and senior management under the revised articles [3][4]. - The articles will specify the responsibilities of the board and management in case of legal violations leading to company losses [16][17]. Financial Assistance and Capital Increase - The company may provide financial assistance for acquiring its shares under certain conditions, with a cap of 10% of the total issued capital [6]. - The methods for increasing capital have been updated to include public and private offerings, as well as other legal means [7][8]. Share Transfer and Restrictions - The articles stipulate that shares can be transferred according to legal provisions, with specific restrictions on the transfer of shares held by directors and senior management [9][10]. Governance and Decision-Making - The decision-making process for significant company actions, including capital increases and major asset transactions, will require shareholder approval [23][24]. - The articles outline the conditions under which the board can make decisions regarding external guarantees and financial commitments [25][26].
五洲新春: 五洲新春关于修订《公司章程》的公告