DHEP(SH:600744) Zheng Quan Zhi Xing·2025-08-29 18:21Core Viewpoint - The announcement details the proposed amendments to the Articles of Association of Datang Huayin Power Co., Ltd., including the cancellation of the supervisory board and the establishment of independent directors and specialized committees, which will be submitted for shareholder approval [1]. Summary by Sections Amendments to Articles of Association - The company plans to unify the term "shareholders' meeting" to "shareholders' assembly" and eliminate the supervisory board, transferring its powers to the audit committee of the board [1]. - The amendments will also introduce requirements for independent directors and specialized committees, along with other revisions [1]. Legal Basis for Amendments - The revisions are based on the new Company Law of the People's Republic of China, the revised Guidelines for Articles of Association of Listed Companies, and the updated Shanghai Stock Exchange Listing Rules [1]. Changes in Governance Structure - The supervisory board's responsibilities will be assumed by the audit committee, and related rules will be abolished following the approval of the amendments by the shareholders' assembly [1]. - The company will establish a party organization in accordance with the Communist Party of China’s regulations, ensuring that major decisions are discussed and decided by the party committee before being submitted to the shareholders' assembly and board [1]. Financial Assistance Regulations - The company and its subsidiaries will not provide financial assistance for the acquisition of shares, except for employee stock ownership plans, with a cap of 10% of the total issued share capital for any financial assistance provided [2][3]. Share Buyback Regulations - The company must obtain shareholder approval for share buybacks, and specific conditions apply regarding the timing and limits of such buybacks [3][4]. Independent Directors' Role - Independent directors are required to maintain independence and are prohibited from holding certain positions that could compromise their impartiality [20][21]. - They will have specific responsibilities, including participating in board decisions, supervising potential conflicts of interest, and providing professional advice [20][21]. Audit Committee Functions - The audit committee will consist of three members, primarily independent directors, and will oversee financial reporting, internal controls, and external audits [22][24]. - The committee is required to meet at least quarterly and can convene additional meetings as necessary [22].