Core Viewpoint - China Northern Rare Earth (Group) High-Tech Co., Ltd. plans to cancel its supervisory board and amend its articles of association, transitioning the supervisory responsibilities to the audit committee of the board of directors [2][3]. Group 1: Cancellation of Supervisory Board - The company intends to adjust its corporate governance structure by abolishing the supervisory board, with the audit committee of the board taking over its responsibilities. Following the approval of this proposal by the shareholders' meeting, all seven supervisors (four non-employee supervisors and three employee supervisors) will officially resign from their positions [2][3]. Group 2: Amendments to Articles of Association - The current articles of association consist of 14 chapters and 229 articles. The amendments will involve substantial revisions to 141 articles, the addition of 28 articles, and the deletion of 20 articles, resulting in a total of 13 chapters and 240 articles post-amendment [3][4]. - Key amendments include: - Clarification of the procedures and responsibilities for changing the legal representative of the company, as well as internal supervision, risk control, compliance management, and social responsibility requirements [3]. - Revision of the company's business objectives and shareholder meeting authority, lowering the proposal threshold for shareholders from 3% to 1% [3]. - Removal of all references to the supervisory board and related content, with the audit committee assuming its functions [3][4]. - Updates to financial accounting systems and profit distribution principles, including the introduction of mid-term dividends [3]. Group 3: Approval Process - The cancellation of the supervisory board and the amendments to the articles of association are subject to approval by the company's shareholders' meeting [5].
中国北方稀土(集团)高科技股份有限公司关于取消监事会及修订公司《章程》的公告