海王生物多项制度修订：完善治理结构，提升规范运作水平

Core Viewpoint - Haiwang Bio (000078) announced revisions to its Articles of Association and multiple company systems to enhance corporate governance and operational standards [1][5]. Group 1: Background and Reasons for Revisions - The revisions are based on legal requirements from the Company Law and related regulatory documents, tailored to the company's actual situation [2]. - The supervisory board's powers will be transferred to the board's audit committee, leading to the abolition of the supervisory board's meeting rules [2]. Group 2: Key Points of the Articles of Association Revisions - Legal representative provisions clarify that if a director or president resigns, they are deemed to have also resigned as the legal representative, with a new representative to be appointed within 30 days [3]. - Shareholder rights and obligations have been detailed, including the right to request the company to buy back shares in case of dissent regarding merger or division resolutions [3]. - Directors' duties have been reinforced, emphasizing loyalty and diligence, with provisions for income from violations to be returned to the company and liability for losses incurred [3]. - The governance structure will see the audit committee assume the supervisory board's functions, with defined roles and procedures for the nomination and remuneration committees [3]. Group 3: Revisions to Meeting Rules - The "Shareholders' Meeting Rules" have been updated to replace "Shareholders' General Meeting" with "Shareholders' Meeting" and adjust procedures for convening temporary meetings and voting rules [4]. - The "Board Meeting Rules" have been refined to enhance the election, replacement, and resignation processes of directors, emphasizing the independence and responsibilities of independent directors [4]. Group 4: Implementation of Revised Systems - A total of 26 company systems have been established or revised, covering areas such as shareholder meetings, board meetings, auditing, and fundraising management [5]. - Six of these systems, including the "Shareholders' Meeting Rules" and "Board Meeting Rules," require approval from the shareholders' meeting to take effect, while others will be effective upon board approval [5]. - The merger of the "Independent Director Special Meeting System" into the "Independent Director Work System" has been executed, with the former being abolished [5].