天山生物《公司章程》修订，多项条款变动引关注

Core Points - The recent amendment to the Articles of Association of Tianshan Animal Husbandry Biotechnology Co., Ltd. aims to adapt to changes in laws and regulations, improve corporate governance structure, and enhance operational efficiency, which is significant for the company's future development [2] Group 1: Amendment Basis and Company Information - The revised Articles of Association are based not only on the Company Law but also include the Securities Law, Shenzhen Stock Exchange Growth Enterprise Market Listing Rules, and Guidelines for Articles of Association of Listed Companies [1] - The registered capital has been changed from 312.977396 million yuan to 239.778994 million yuan [1] Group 2: Corporate Governance Structure - The chapter regarding the supervisory board has been removed, indicating a major change in the governance structure [1] - The board of directors will consist of 9 members, including 1 chairman and 3 independent directors [1] - The regulations regarding the legal representative have been refined, stating that the resignation of the legal representative who is a director will require the company to appoint a new legal representative within 30 days [1] Group 3: Shareholders and Shareholders' Meeting - The rights and obligations of shareholders have been detailed, including new requirements for accessing accounting books and vouchers [1] - The powers of the shareholders' meeting have been adjusted, with the term "shareholders' meeting" standardized and new authorizations for issuing corporate bonds added [1] - Procedures for convening, notifying, and proposing matters for the shareholders' meeting have been optimized [1] Group 4: Directors and Board of Directors - Changes have been made to the terms, resignations, and duties of directors, including a new management system for director departures [1] - The decision-making authority of the board regarding external investments and guarantees has been further clarified, requiring collective decision-making for significant matters [1] - Adjustments have been made to the procedures for board meetings, including notification and voting, with new responsibilities for directors regarding board resolutions [1] Group 5: Senior Management - The titles of senior management have been adjusted, clarifying the nomination and appointment methods for the board secretary and other senior managers [1] - Responsibilities and obligations of senior management have been emphasized, with more comprehensive provisions for compensation for losses caused to the company [1] Group 6: Financial and Profit Distribution - The disclosure of financial reports has been clarified, specifying the timeline and basis for submitting annual and interim reports to regulatory bodies [1] - Adjustments have been made to the profit distribution policy, emphasizing cash dividends while considering the opinions of minority shareholders [1] Group 7: Other Important Amendments - The internal audit system has been improved, detailing the leadership structure and responsibilities of the internal audit department [1] - Updates have been made to the methods of notification and information disclosure, including delivery dates and media [1] - Procedures and announcement methods for company mergers, divisions, and capital reductions have been adjusted, with new provisions for reducing registered capital to cover losses [1]