ANLI(SZ:300218) Xin Lang Cai Jing·2025-10-27 14:45Core Viewpoint - The company has approved significant amendments to its articles of association, focusing on governance structure, stakeholder protection, and ESG governance, which will enhance decision-making efficiency and adapt to market demands [1][8]. Governance Structure Adjustments - The most notable change is the complete removal of the "Supervisory Board" section, with its functions transferred to the Audit Committee, which will now oversee external audits, internal audit implementation, and financial information disclosure [2]. - The Audit Committee will consist of three directors who are not senior management, with a majority being independent directors, ensuring independence and professionalism [2]. Legal Representative and Governance Clarifications - The revised articles clarify the role of the legal representative, stating that the Chairman is the legal representative of the company, and outlines the process for appointing a new legal representative within 30 days of resignation [3]. Stakeholder Protection and ESG Governance - A new clause on "Stakeholder Protection" emphasizes the company's commitment to considering the interests of employees, customers, shareholders, creditors, suppliers, and environmental protection [4]. - The "Board Strategy Development Committee" has been renamed to "Strategy and ESG Committee," with expanded responsibilities related to strategic and ESG goals, risk identification, and sustainable development reporting [4]. Shareholder and Board Authority Optimization - The division of powers between the shareholders' meeting and the board has been clarified, with the removal of supervisory-related powers and the addition of rights to approve employee stock ownership plans [5][6]. - The board's authority has been strengthened, particularly regarding the appointment of senior management and the approval of related party transactions exceeding certain thresholds [6]. Protection of Minority Shareholders' Rights - The revised articles enhance the rights of minority shareholders, detailing conditions under which the company can refuse access to accounting records and establishing a clear proposal process for shareholders [7]. - The Audit Committee's oversight of internal audits has been reinforced, ensuring a tighter internal control loop [7]. Implementation Arrangements - The amendments require approval from the company's third extraordinary shareholders' meeting in 2025, needing a two-thirds majority of voting rights to take effect [8].