柳药集团: 广西柳药集团股份有限公司关于变更注册资本、取消监事会及修订《公司章程》并修订、制定公司部分内部治理制度的公告

Core Viewpoint - Guangxi Liuyuan Group Co., Ltd. is undergoing significant changes in its corporate governance structure, including a capital reduction, the cancellation of the supervisory board, and amendments to its articles of association to enhance governance efficiency and compliance with regulations [1][3][4]. Capital Change Summary - The company has approved a capital reduction from RMB 398,863,861 to RMB 397,168,905 due to the repurchase and cancellation of 1,695,050 restricted shares [2][4]. - The conversion of convertible bonds has resulted in a total of 94 shares being converted from the "Liuyuan Convertible Bonds" since their issuance [1]. Cancellation of Supervisory Board - The decision to cancel the supervisory board is based on the need to align corporate governance with regulatory requirements and the company's operational realities, with the audit committee of the board taking over its responsibilities [3][4]. - The supervisory board will continue to fulfill its duties until the shareholders' meeting approves the cancellation [3]. Amendments to Articles of Association - The articles of association will be comprehensively revised to reflect the changes in capital structure and the cancellation of the supervisory board, including the removal of references to the supervisory board and the strengthening of responsibilities for controlling shareholders and independent directors [4][5]. - Specific amendments include the unification of terms related to the shareholders' meeting and the removal of the supervisory board section, along with adjustments to enhance governance effectiveness [4][5]. Other Governance System Revisions - The company plans to revise and establish several governance systems to improve operational standards, which will require shareholder approval for certain amendments [4][5]. - The proposed changes include updates to the management of shares held by directors and senior management, which will take effect upon board approval for most items [4].