Overview
TravelSky Technology Limited announced a comprehensive revision of its Articles of Association and the Working Rules of the Board of Directors. The proposed changes aim to align corporate governance with current operational needs and regulatory requirements. Shareholders will vote on the amendments at an upcoming general meeting; a detailed circular will be dispatched in due course.
Key Amendments to the Articles of Association
1. Expanded Management Authority • The president (general manager) will gain explicit authority to approve and implement engineering construction projects with an annual budget below 50.00 million RMB, in addition to the existing mandate to execute projects valued at less than 80.00 million RMB.
2. Enhanced Decision-Making Scope • The president retains responsibility for drafting plans on capital increases or reductions, major restructuring, mergers, spin-offs, large-scale engineering projects, and substantial capital operations for Board consideration.
Key Amendments to the Board Working Rules
1. Higher Thresholds for Board Review • Internal loans: The minimum aggregate value requiring Board approval will rise from 80.00 million RMB to 8.05 billion RMB for any 12-month period; any loans involving financial subsidiaries will continue to require Board scrutiny. • Major projects and asset operations: The threshold for Board deliberation on acquisitions, disposals, spin-offs, and construction projects increases from 80.00 million RMB to 8.05 billion RMB.
2. Meeting Attendance Clarifications • The non-director general manager must attend Board meetings; if absent, a deputy general manager may be designated upon the chairman’s approval. • The deputy general manager, chief accountant, general counsel, and secretary to the Board are now mandated to attend every Board meeting and must obtain prior leave from the chairman if unable to do so.
3. Terminology Update • References to “office of the Board” or “office of the Board of Directors” are replaced with “Board Work Department.”
Implementation Timeline
All amendments will become effective upon shareholder approval at the forthcoming general meeting. The Board asserts that the revisions are in the best interests of both the Company and its shareholders.
Comments