Core Viewpoint - The company, Del Future Technology Holdings Group Co., Ltd., announced plans to amend its Articles of Association, which require approval from the shareholders' meeting [1] Group 1: Key Amendments to Articles of Association - The definition of the legal representative and senior management has been clarified, stating that if the chairman resigns, they are considered to have also resigned as the legal representative, and a new representative must be appointed within 30 days [2] - The decision-making authority for certain share repurchase scenarios has shifted from the "shareholders' meeting" to the "shareholders' assembly," with specific operational and time constraints outlined for share repurchases [2] - Financial assistance provisions have been detailed, allowing the company or its subsidiaries to provide financial assistance for acquiring shares under certain conditions, with a cumulative limit of 10% of the issued share capital [2] Group 2: Shareholder and Board Authority - The term "shareholders' meeting" has been standardized, and the board of directors is now authorized to make decisions regarding the issuance of corporate bonds, with specific limitations on the delegation of powers [3] - The audit committee can now propose temporary motions to the shareholders' meeting if they hold at least 1% of the company's shares, an increase from the previous threshold of 3% [3] - New provisions for independent directors have been added, outlining their responsibilities and conditions for office, emphasizing their role in decision-making and protecting minority shareholders' interests [3] Group 3: Profit Distribution and Internal Audit - The profit distribution policy has been refined, specifying conditions for cash dividends, stock dividends, and circumstances under which no profit distribution will occur, along with stricter decision-making and disclosure requirements [4] - New internal audit provisions have been introduced, clarifying the leadership structure and responsibilities of the internal audit function, which will report to the board and be supervised by the audit committee [4] - Additional regulations regarding company mergers and capital reduction have been established, including decision-making processes for payments not exceeding 10% of the company's net assets [4]
德尔未来拟修订《公司章程》,多项条款调整引关注