Core Viewpoint - Jiangxi Special Electric Motor Co., Ltd. (referred to as "Jiangte Electric") is planning to amend its Articles of Association to adapt to legal regulations and company development needs, aiming to improve corporate governance and operational efficiency [1][4]. Summary by Sections Articles Structure Adjustment - The structure of the Articles of Association has been modified, with changes in chapter names and the order of clauses. For instance, "Shareholders' Meeting" has been uniformly changed to "Shareholders' Assembly," and references to "Supervisory Board" and "Supervisors" have been adjusted to "Audit Committee" or "Audit Committee Members" as appropriate [2]. Key Clause Revisions - Corporate Governance: The General Manager is defined as the legal representative of the company, with provisions for the appointment of a new legal representative within 30 days of resignation. New civil liability and compensation regulations for the legal representative have been added [3]. - Shareholders and Shareholders' Assembly: Detailed regulations regarding shareholders' rights and obligations, the powers of the shareholders' assembly, convening procedures, proposals, and notifications have been specified. This includes conditions for invalidating or revoking assembly resolutions and regulations for controlling shareholders and actual controllers [3]. - Board of Directors: The board will consist of 7 directors, including 3 independent directors. The powers, rules of procedure, and responsibilities of special committees have been further clarified, including adjustments to the board's approval authority for related transactions and guarantees [3]. - Shares and Capital: Provisions regarding the issuance, reduction, repurchase, and transfer of shares have been refined. The company can provide financial assistance for acquiring its own or its parent company's shares, subject to limits and decision-making procedures [3]. - Profit Distribution: The basic policies for profit distribution remain unchanged, but new conditions for not distributing profits have been added, such as when the annual audit report is not unqualified or contains significant uncertainties related to going concern [3]. - Decision-Making Procedures: The Audit Committee's role in supervising the board's execution of cash dividend policies has been emphasized, with strict adherence to the cash dividend policy required [3]. Purpose of Amendments - Jiangte Electric states that the amendments to the Articles of Association are intended to better comply with relevant laws and regulations, enhance corporate governance mechanisms, and protect the legitimate rights and interests of the company and its shareholders. The revised articles will be submitted for approval at the shareholders' assembly before proceeding with related business registration changes [4].
江特电机拟修订公司章程,多项条款调整完善公司治理