股东权利保护
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金龙羽拟修订公司章程:删除监事会章节 强化控股股东义务与股东权利保护
Xin Lang Cai Jing· 2025-11-19 13:35
Core Viewpoint - Jinlongyu Group Co., Ltd. is revising its Articles of Association to enhance corporate governance, shareholder rights, and the responsibilities of controlling shareholders, with significant changes including the removal of the supervisory board section and the strengthening of shareholder protection mechanisms [1][2][4]. Corporate Governance Structure Major Adjustments - The supervisory board section has been entirely removed, with its functions being transferred to the audit committee and the board of directors. This change emphasizes the role of the board and its specialized committees in governance [2]. - The audit committee must have a majority of independent directors, including at least one accounting professional, to ensure the independence and professionalism of the oversight function [2]. Legal Representative Management Mechanism Improvement - The revised Articles clarify that the chairman serves as the legal representative, and upon resignation, must be replaced within 30 days to avoid operational disruptions [3]. Shareholder Rights Protection Enhancement - Expanded rights for shareholders include the ability to access accounting books and vouchers, enhancing their knowledge of company operations [4]. - New provisions define scenarios where board and shareholder resolutions may be deemed invalid, creating a comprehensive framework for resolution effectiveness [4]. - A mechanism for shareholder representative lawsuits is established, allowing shareholders holding over 1% of shares for at least 180 days to request the audit committee to initiate legal action against directors or senior management for harming company interests [4]. Strengthening Controlling Shareholder Obligations - New restrictions require controlling shareholders to maintain company control and operational stability when pledging shares, mitigating governance risks [5]. - Prohibitions against the misuse of control rights are established, preventing controlling shareholders from harming the company or other shareholders through related transactions or other means [5]. Board of Directors Authority and Decision-Making Process Optimization - The revised Articles specify the authority for approving related party transactions, with the chairman allowed to approve transactions below 300,000 yuan with related individuals and those below 0.5% of the latest audited net assets with related entities [6]. - The responsibilities of specialized committees are detailed, ensuring independent directors hold a majority in the nomination and remuneration committees to maintain decision-making independence [7]. Subsequent Procedures - The proposed amendments require approval at the shareholders' meeting before taking effect, with the full text of the revised Articles to be disclosed on the official information platform [8][9].