东易日盛修订公司章程 强化审计委员会职能并优化治理结构

Core Points - The company has revised its Articles of Association to enhance corporate governance, focusing on key areas such as the legal representative system, share issuance and acquisition, shareholder rights, and the roles of the board of directors and supervisors [1] Group 1: Legal Representative System - The revised Articles introduce responsibilities for the legal representative, stating that if the chairman resigns, they automatically resign from the legal representative position, and a new representative must be appointed within 30 days [2] - The company will bear civil liability for damages caused by the legal representative's actions, with the right to seek compensation from the representative if at fault, clarifying the responsibilities and accountability of the legal representative [2] Group 2: Share Issuance and Acquisition Rules - The revision changes the terminology for share issuance from "public and non-public issuance" to "issuance to unspecified and specified objects," aligning with current regulatory requirements [3] - New provisions allow for share repurchases necessary to maintain company value and shareholder rights, providing greater flexibility for the company [3] - It specifies that share acquisitions related to employee stock ownership plans and convertible bonds must be conducted through public centralized trading to ensure transparency [3] Group 3: Shareholder Rights Protection - The revision expands shareholder rights, allowing shareholders with at least 1% ownership to propose temporary motions, lowering the previous threshold of 3% and increasing participation from minority shareholders [4] - It clarifies four scenarios in which resolutions from the shareholders' or board meetings may be deemed invalid, providing clearer grounds for shareholder protection [4] Group 4: Governance Structure Changes - A significant change is the transfer of the supervisory functions from the supervisory board to the audit committee, which will now have the authority to propose the convening of temporary shareholder meetings [5] - The audit committee will oversee financial information and internal controls, taking over all supervisory responsibilities previously held by the supervisory board [5] - The audit committee will consist of three non-executive directors, with two being independent directors, ensuring professionalism and independence [5] Group 5: Responsibilities and Qualifications of Directors and Senior Management - The revised Articles impose stricter qualifications and responsibilities for directors and senior management, including restrictions on individuals convicted of economic crimes from holding positions for five years [7] - It includes regulations on short-term trading by directors and their immediate family members to prevent conflicts of interest [7] - Directors must continue to fulfill their fiduciary duties for three months after leaving their positions, with confidentiality obligations extending until information is publicly disclosed [7] Group 6: Financial and Internal Control Enhancements - The revision introduces several financial governance measures, including the establishment of an independent internal audit function reporting directly to the board [8] - It outlines rules for the use of reserve funds, prioritizing certain funds for loss compensation to optimize financial resource allocation [8] - Shareholders must return any improperly distributed profits, with relevant directors and executives bearing joint liability for violations, ensuring financial security for the company [8]