西王食品修订公司章程 多项条款调整强化规范运作

Core Viewpoint - The revision of the articles of association by Xiwang Food Co., Ltd. aims to enhance corporate governance, optimize shareholder rights and obligations, and regulate external guarantees and transaction decisions, thereby improving the company's operational standards and protecting the legitimate rights and interests of shareholders [1][2]. Group 1: Corporate Governance Structure Adjustments - The responsibilities of the legal representative are clarified, with the chairman serving as the legal representative, and resignation of the chairman also resulting in the resignation as the legal representative, requiring a new representative to be appointed within 30 days [1]. - The definition of senior management has been adjusted to include managers, deputy managers, board secretaries, financial officers, and other personnel as specified in the articles of association [1]. Group 2: Optimization of Shareholder Rights and Obligations - The scope of shareholder rights has been slightly adjusted, with the removal of the ability to access "company bond stubs" and "supervisory board meeting resolutions," while allowing access to company accounting books under certain conditions [1]. - Obligations are detailed, emphasizing that shareholders must not abuse their rights to harm the interests of the company, other shareholders, or creditors, with specific regulations for controlling shareholders and actual controllers [1]. Group 3: Regulation of External Guarantees and Transaction Decisions - The decision-making process for external guarantees is made stricter, requiring approval from more than half of the board of directors and a two-thirds majority of attending directors [1]. - Transaction decision standards have been adjusted, requiring shareholder meeting approval for transactions that meet certain asset, revenue, or profit thresholds [1]. Group 4: Improvements in Shareholder Meeting Regulations - The processes and requirements for convening and proposing temporary shareholder meetings have been adjusted, including feedback timelines from the board [1]. - The method for determining the chairperson of the shareholder meeting and handling violations of procedural rules has been clarified, with specific voting requirements for significant matters affecting minority investors [1]. Group 5: Changes in Director Regulations - Directors are elected or replaced by the shareholder meeting, with a term of three years and the possibility of consecutive re-elections [1]. - The duties of loyalty and diligence for directors are detailed, including avoiding conflicts of interest and providing truthful information to the audit committee [1]. Group 6: Other Amendments - The method of notification has been updated to include electronic communication, with clear definitions of delivery dates for different notification methods [1]. - Regulations regarding company mergers, divisions, capital reductions, and liquidation have been adjusted in terms of announcement channels and procedures [1].