董事及高管职务调整

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明阳智能: 第三届董事会第二十二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-14 16:27
Core Viewpoint - The company is revising its articles of association and governance structure, including the abolition of the supervisory board, to enhance corporate governance and align with current legal requirements [1][2][3]. Group 1: Articles of Association Revision - The board of directors has approved amendments to the articles of association, ensuring compliance with the Company Law and relevant regulations [1]. - The decision to revise the articles was made unanimously by the board, with all 9 members voting in favor [2]. - The amendments are intended to protect the interests of the company and all shareholders [1]. Group 2: Abolition of Supervisory Board - The company will no longer have a supervisory board, with its functions being transferred to the audit committee of the board of directors [2]. - This change requires approval from the shareholders' meeting [2]. - The supervisory board's rules will be abolished, and related provisions in the company's governance documents will no longer apply [2]. Group 3: Consistency with Governance Documents - The company plans to amend various governance documents to ensure consistency with the revised articles of association, including the rules for shareholder meetings, board meetings, and audit committee procedures [3][4]. - All proposed amendments received unanimous support from the board [3][4]. Group 4: Management Changes - The board has approved changes in the management structure, including the appointment of new non-independent directors and adjustments to the roles of existing executives [6][5]. - The company will hold a temporary shareholders' meeting on September 9, 2025, to discuss these changes [6]. Group 5: Candidate Profiles - The profiles of the nominated non-independent directors, including their qualifications and lack of conflicts of interest, have been disclosed [8][9].