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中科曙光: 中科曙光关于取消监事会、修订《公司章程》及制定和修订部分治理制度的公告

Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association and governance systems, transferring the supervisory functions to the audit committee of the board of directors [1][2]. Group 1: Reasons for Abolishing the Supervisory Board - The decision to abolish the supervisory board is based on relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange listing rules, as well as the company's actual circumstances [1][2]. - The audit committee of the board will assume the legal responsibilities previously held by the supervisory board, and related rules will be abolished accordingly [1][2]. Group 2: Amendments to the Articles of Association - The amendments to the articles of association include defining the responsibilities and obligations of controlling shareholders and actual controllers, adjusting the powers of the shareholders' meeting, and optimizing the procedures for convening and voting at the shareholders' meeting [2]. - The board of directors will establish an audit committee to exercise the statutory powers of the supervisory board, with specific responsibilities and composition outlined [2]. - New provisions regarding independent directors, including their roles, independence, and responsibilities, have been added to enhance governance [2]. Group 3: Governance System Revisions - The company plans to formulate and revise several governance systems to improve its governance structure and internal controls, in line with the latest legal and regulatory requirements [2]. - Specific governance documents, such as the Strategic and Sustainable Development Committee Work Rules and the Management System for Departing Directors and Senior Management, will be submitted for shareholder approval [2].