《晋西车轴股份有限公司章程》 修订对照表 | 修订前 | 修订后 | 第一条 | 为维护公司、股东和债 | 第一条 | 为维护公司、股东、职工和债 | | | | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 权人的合法权益，规范公司的组织和 | 权人的合法权益，规范公司的组织和行为， | 行为，根据《中华人民共和国公司法》 | 根据《中华人民共和国公司法》(以下简称 | | | | | | | | | | | | | | | | | | | | | | | | | (以下简称"《公司法》")、《中华 | "《公司法》")、《中华人民共和国证券 | 人民共和国证券法》（以下简称"《证 | 法》（以下简称"《证券法》"）、《中国 | | | | | | | | ...

Core Viewpoint - 晋西车轴 has demonstrated resilient growth in a challenging market, achieving revenue and profit increases despite industry headwinds [2][3] Group 1: Company Performance - In 2024, 晋西车轴 reported a revenue of 1.314 billion yuan, a year-on-year increase of 2.4%, and a net profit of 23.08 million yuan, up 13.39% [2] - The company aims to sell 75,400 railway axles and 1,600 railway vehicles in 2025, with a focus on expanding its new industries such as defense equipment and smart firefighting [3] Group 2: Market Position - 晋西车轴 is positioned within a competitive landscape dominated by global giants like Siemens and Alstom, facing challenges from market demand and pricing pressures [2] - The company maintains a leading market share in the procurement of railway freight car axles and has achieved record high orders for complete vehicles [3] Group 3: R&D and Investor Relations - 晋西车轴 has consistently implemented a stable dividend policy for eight years, with a proposed cash dividend of 0.14 yuan per share for 2024, amounting to 16.91 million yuan, which is 73.30% of the net profit [4] - The company allocates over 6% of its revenue to R&D annually, emphasizing the importance of innovation for future growth [4] Group 4: Recent Developments - In Q1 2024, 晋西车轴 achieved a revenue of 373 million yuan, a 52.67% increase year-on-year, and a net profit of 7.82 million yuan, marking a significant turnaround [5] - The controlling shareholder plans to increase their stake in the company by investing between 50 million and 100 million yuan, which is expected to boost investor confidence [6]

Core Points - The company, Jinxi Axle Co., Ltd., is established as a joint-stock company in accordance with the Company Law of the People's Republic of China and other relevant regulations [3][4] - The registered capital of the company is RMB 1,208,190,886 [5] - The company aims to become a leading enterprise in high-end equipment manufacturing by focusing on key products, market orientation, and technological innovation [6] Company Structure - The company was founded by several entities, including Jinxi Machinery Factory and American Aimo International Co., Ltd., and is registered with the Shanxi Provincial Market Supervision Administration [3] - The company has a total of 1,208,190,886 shares, all of which are ordinary shares [9] - The company’s shares are issued in accordance with principles of openness, fairness, and justice, ensuring equal rights for all shareholders [7] Share Issuance and Capital Increase - The company issued 40,000,000 ordinary shares to the public in 2004, which were listed on the Shanghai Stock Exchange [3] - The company has conducted several capital increases through the conversion of capital reserves into share capital, including a significant increase in 2014 where 536,973,727 shares were issued [8][9] Governance and Management - The chairman of the board represents the company in executing its affairs and is the legal representative [5] - The company has established a party organization in accordance with the Communist Party of China’s regulations, ensuring the integration of party activities within the company [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and supervise the company's operations [14] - The company’s shareholders are prohibited from withdrawing their capital except as provided by law [18] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [22] - The company must provide adequate notice of meetings and ensure that all shareholders can participate, including through online voting [27] Decision-Making Process - Ordinary resolutions require a simple majority, while special resolutions require at least two-thirds of the votes cast [79][81] - The company’s board of directors is responsible for reporting to shareholders on its activities and financial performance during the annual meeting [73]

Core Points - The company has revised its Articles of Association, Shareholders' Meeting Rules, and Board Meeting Rules to enhance corporate governance and decision-making processes [1][2][3] Group 1: Revision of Articles of Association - The company will no longer have a supervisory board; its functions will be taken over by the Audit Committee of the Board [1][2] - The revision includes improvements to general provisions, legal representatives, and share issuance regulations [1] - The new Articles clarify the scope, powers, and responsibilities of the legal representative, as well as the procedures for changes [1] Group 2: Shareholder and Board Regulations - New sections have been added regarding controlling shareholders and actual controllers, along with modifications to the procedures for convening and presiding over shareholder meetings [2] - The responsibilities of the Board of Directors and its specialized committees have been refined, including the introduction of independent directors and the responsibilities of directors and senior management [2] - The original content regarding the supervisory board has been removed, with its responsibilities now assigned to the Audit Committee [2] Group 3: Compliance with New Company Law - The revisions align with the new Company Law, allowing the use of capital reserves to cover company losses and refining the procedures for hiring or dismissing accounting firms [2] - The company will submit the revised documents for approval at the second extraordinary shareholders' meeting of 2025 [3] - The management is authorized to handle the necessary business registration changes related to the amendments [3]

Core Points - The document outlines the rules for the board of directors of Jinxichaxu Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][2][3] Group 1: Meeting Structure - The board must hold at least two regular meetings each year [3] - The board can convene temporary meetings under specific circumstances, such as shareholder or director proposals [2][3] - Meeting notifications must be sent out in advance, with regular meetings requiring a 10-day notice and temporary meetings requiring a 3-day notice [4][5] Group 2: Proposal and Voting Procedures - Proposals for meetings must be submitted in writing and include specific details such as the proposal content and reasons for the meeting [2][3] - A majority of directors must be present for a meeting to be valid, and decisions require a majority vote unless otherwise specified [5][19] - Directors must avoid conflicts of interest and cannot vote on matters where they have a personal stake [10][19] Group 3: Documentation and Record-Keeping - Meeting records must include details such as the date, attendees, agenda, and voting results [26][27] - All meeting documentation must be preserved for at least 10 years [31] - Directors must sign off on meeting records, and any dissent must be documented [12][28]

Group 1 - The company held its annual general meeting on June 18, 2025, at the Jinxi Hotel in Taiyuan, Shanxi Province [1] - A total of 32.0569% of the shares were represented at the meeting [1] - The meeting was presided over by the chairman, Wu Zhengguo, and followed legal regulations [1][3] Group 2 - All proposed resolutions were passed with significant majority votes, with the highest approval rate being 99.5159% for one of the resolutions [1][2] - The voting results showed that the majority of A-shareholders supported the resolutions, with minimal opposition and abstentions [1][2] - The company confirmed that there were no dissenting resolutions during the meeting [1] Group 3 - The meeting included discussions on related party transactions, with two related shareholders abstaining from voting due to their connection to the parent company [3] - Legal representatives confirmed that the meeting's procedures and outcomes complied with relevant laws and regulations [3]

Core Viewpoint - The legal opinion letter confirms that the procedures for convening and holding the 2024 annual general meeting of Jinxi Axle Co., Ltd. comply with relevant laws and regulations, ensuring the legitimacy of the meeting and its outcomes [4][12]. Meeting Procedures - The meeting was convened on May 28, 2025, by the third meeting of the eighth board of directors, which approved the proposal to hold the 2024 annual general meeting [4]. - The notice for the meeting was published 20 days prior, detailing the time, location, attendees, and agenda [5]. - The meeting was conducted in a hybrid format, combining an on-site meeting and online voting, with the record date set for June 11, 2025 [5]. Attendees and Qualifications - A total of 993 shareholders and their proxies attended the meeting, representing 374,705,308 shares, which is 31.0138% of the total voting shares [6]. - Additionally, 990 shareholders participated in online voting, representing 12,603,593 shares, or 1.0431% of the total voting shares [6]. Voting Procedures and Results - Voting was conducted through written ballots at the on-site meeting and online voting, with results verified by shareholder representatives and legal counsel [7]. - The voting results showed overwhelming support for the proposals, with the highest approval rate being 99.5159% for one of the resolutions [7][11]. Conclusion - The legal opinion concludes that all aspects of the meeting, including the convening procedures, qualifications of attendees, and voting processes, were conducted in accordance with the law and the company's articles of association, confirming their validity [12][13].

晋西车轴股份有限公司 章程 二○二五年六月 | | | | | 附 则 | | 52 | | --- | --- | --- | --- | | 第十二章 | | | | 晋西车轴股份有限公司章程 第一章 总则 第一条 为维护公司、股东、职工和债权人的合法权益，规范公司的组织和 行为，根据《中华人民共和国公司法》(以下简称"《公司法》")、《中华人民共和 国证券法》（以下简称"《证券法》"）、《中国共产党章程》（以下简称"《党章》"） 和其他有关规定，制订本章程。 第二条 晋西车轴股份有限公司(以下简称"公司")系依照《公司法》和其 他有关规定成立的股份有限公司。 公司经国家经济贸易委员会国经贸企改（2000）1138 号文批准，由晋西机器 厂、中国兵工物资华北公司、山西江阳化工厂、北京建业时代科技发展有限公司、 美国埃谟国际有限公司共同发起，以发起设立方式设立；在山西省市场监督管理 局注册登记，取得营业执照，统一社会信用代码为 91140000725909617E。 | | | | | | | | 出 | | | --- | --- | --- | --- | --- | --- | --- | --- | ...

晋西车轴股份有限公司股东会议事规则 晋西车轴股份有限公司 股东会议事规则 第一章 总则 第一条 为规范公司行为，保证股东会依法行使职权，根据《中华人民共和国 公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、 中国证券监督管理委员会（以下简称"中国证监会"）《上市公司股东会规则》和公 司《章程》的相关规定，制定本规则。 第二条 公司股东会的召集、提案、通知、召开等事项适用本规则。 第三条 公司应当严格按照法律、行政法规、公司《章程》及本规则的相关规 定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当勤 勉尽责，确保股东会正常召开和依法行使职权。 第四条 股东会应当在《公司法》和公司《章程》规定的范围内行使职权。 第五条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次，应当 于上一会计年度结束后的 6 个月内举行。临时股东会不定期召开，出现《公司法》 第一百一十三条规定的应当召开临时股东会的情形时，临时股东会应当在两个月内 召开。 公司在上述期限内不能召开股东会的，应当报告公司所在地中国证监会派出机 构和上 ...

晋西车轴股份有限公司董事会议事规则 晋西车轴股份有限公司 董事会议事规则 第一条 宗旨 为了进一步规范本公司董事会的议事方式和决策程序，促使董事和董事会有效 地履行其职责，提高董事会规范运作和科学决策水平，根据《中华人民共和国公司 法》《中华人民共和国证券法》、中国证券监督管理委员会《上市公司治理准则》 《上市公司章程指引》和公司《章程》等有关规定，制订本规则。 第二条 董事会办公室 董事会下设董事会办公室，处理董事会日常事务。 证券事务代表兼任董事会办公室负责人，保管董事会印章。 第三条 定期会议 董事会会议分为定期会议和临时会议。 董事会每年应当至少召开两次定期会议。 第四条 定期会议的提案 在发出召开董事会定期会议的通知前，董事会办公室应当充分征求各董事的意 见，初步形成会议提案后交董事会秘书核查。董事会秘书应该核查提案内容是否在 董事会审议范围内，并视需要征求总经理和其他高级管理人员的意见，之后报董事 长审核通过后，方可列入董事会议案。其中如有涉及须党委前置的重大事项议题， 应该核查是否附有公司党委会对该事项的书面意见。 第五条 临时会议 有下列情形之一的，董事会应当召开临时会议： 1 （一）代表十分 ...