ZHEZHONG(SZ:002346) Xin Lang Cai Jing·2025-11-18 14:02Core Viewpoint - Shanghai Zhezhong Group Co., Ltd. is making significant organizational changes by revising its articles of association and internal control systems, including the cancellation of the supervisory board and the optimization of the board structure [1][2]. Group 1: Organizational Structure Changes - The board of directors will be reduced from 6 to 5 members, with independent directors increasing to 3, representing 60% of the board [2]. - The supervisory board will be abolished, and its functions will be transferred to the audit committee of the board of directors, with the relevant rules for supervisory meetings being abolished [2]. Group 2: Key Amendments to Articles of Association - New rights for shareholders include the ability to access "shareholder meeting minutes," while the previous requirement to review "supervisory meeting resolutions" has been removed [3]. - The threshold for shareholder proposals has been lowered from 3% to 1% of shareholding, facilitating greater participation from minority shareholders [3]. - New responsibilities for the legal representative are defined, including a clause that the chairman's resignation equates to resignation from the legal representative role, with a new appointment required within 30 days [3]. Group 3: Internal Control System Optimization - The audit committee will now consist of 3 members, including 2 independent directors, with a professional accountant serving as the convener [3]. - The internal audit function will report directly to the board of directors, enhancing its independence [3]. - Amendments to profit distribution policies will require approval from more than two-thirds of independent directors, and an online voting platform will be provided [3]. Group 4: Implementation Arrangements - The proposal will be submitted for approval at the company's second extraordinary general meeting in 2025, requiring a two-thirds majority of the voting rights held by attending shareholders [4]. - The board of directors is authorized to handle business registration changes and amendments to the articles of association, with the final changes subject to approval by market supervision authorities [4]. - This governance structure adjustment marks a significant step for Zhezhong Group in enhancing its modern corporate governance system, aiming to improve efficiency and transparency [4].