安正时尚: 安正时尚集团股份有限公司关于取消监事会并修订《公司章程》及相关制度的公告

Core Viewpoint - Anzheng Fashion Group Co., Ltd. has announced the cancellation of its supervisory board and the revision of its articles of association and related systems, transferring the supervisory responsibilities to the audit committee of the board of directors [1][2]. Summary by Sections Cancellation of Supervisory Board and Revision of Articles - The company will no longer have a supervisory board, with its powers being transferred to the audit committee of the board of directors, and related supervisory rules will be abolished [1][2]. - The nomination committee and the remuneration and assessment committee will be merged into a single committee [1][2]. - New systems such as the Market Value Management System and the Management System for Directors and Senior Executives have been established [1][2]. Changes in Registered Capital - On November 22, 2024, the company approved the change of part of the repurchased shares' purpose and the cancellation of shares from the terminated employee stock ownership plan, leading to a reduction in registered capital [2][3]. - The total number of shares will decrease from 399,212,160 to 389,034,500, and the registered capital will be reduced from RMB 399,212,160 to RMB 389,034,500 [3]. Revision of Articles of Association - The articles of association have been revised to reflect the new governance structure, including the removal of the supervisory board and the establishment of new management systems [4][5]. - Key changes include the definition of the legal representative of the company and the responsibilities of the board of directors [4][5]. - The revised articles will serve as a binding document for the organization and behavior of the company, shareholders, and management [5][6]. Shareholder Rights and Responsibilities - Shareholders have the right to sue the company’s directors and senior management for damages caused by violations of laws or the articles of association [5][6]. - The articles outline the obligations of shareholders, including the requirement to pay for shares subscribed and the prohibition against withdrawing capital except in legally specified circumstances [17][18]. Governance and Compliance - The company’s controlling shareholders and actual controllers are required to exercise their rights in compliance with laws and regulations, ensuring the protection of the company's interests [19][20]. - New provisions have been added to prevent controlling shareholders from abusing their power or engaging in transactions that harm the company or other shareholders [19][20]. Meeting and Voting Procedures - The company will hold annual shareholder meetings within six months after the end of the previous fiscal year, and special meetings can be called under specific circumstances [23][24]. - Legal opinions will be sought on the legality of meeting procedures and voting results to ensure compliance with laws and regulations [25][26].