中国铁建重工集团股份有限公司 2024 年年度股东大会会议资料 证券代码：688425 证券简称：铁建重工 中国铁建重工集团股份有限公司 2024 年年度股东大会会议资料 二○二五年六月 中国铁建重工集团股份有限公司 2024 年年度股东大会会议资料 中国铁建重工集团股份有限公司 2024 年年度股东大会会议资料目录 | 2024 | 年年度股东大会会议须知 | | 2 | | | | --- | --- | --- | --- | --- | --- | | 2024 | 年年度股东大会会议议程 | | 4 | | | | 2024 | 年年度股东大会议案 | | 5 | | | | 议案 | 1：关于 | 2024 | 年年度报告及其摘要的议案 | | 5 | | 议案 | 2：关于 | 2024 | 年度董事会工作报告的议案 | | 6 | | 议案 | 3：关于 | 2024 | 年度监事会工作报告的议案 | | 11 | | 议案 | 4：关于 | 2024 | 年度独立董事述职报告的议案 | | 16 | | 议案 | 5：关于 | 2024 | 年度财务决算报告的议案 | | 17 | | 议案 ...

Core Viewpoint - The participation of minority shareholders in corporate governance is increasing significantly in the A-share market, driven by legal enhancements, rising awareness of shareholder rights, and the internal need for improved corporate governance [1][7]. Group 1: Minority Shareholder Proposals - Several minority shareholders have submitted temporary proposals to various companies, including Donghua Energy (2.01% ownership), Hengli Drilling (1.45%), and *ST Jingfeng (1.26%), indicating a trend of active engagement [1][2]. - Companies like ST Kelly and others have also seen proposals from shareholders holding over 3% of shares, although not all proposals have been approved for discussion at shareholder meetings [3][4]. Group 2: Regulatory Changes - The new company law effective from July 1, 2023, has lowered the threshold for submitting temporary proposals from 3% to 1%, enhancing the rights of minority shareholders [5][7]. - Following the regulatory changes, numerous companies have amended their articles of association to reflect the new 1% threshold for proposal submissions [6]. Group 3: Implications of Increased Participation - The active involvement of minority shareholders is expected to improve corporate governance structures by providing diverse perspectives and opinions, thus addressing potential limitations of major shareholders and management [7]. - Minority shareholder proposals can serve as a check on the power of major shareholders and management, promoting fairness and justice in corporate decision-making [7]. - The engagement of minority shareholders is likely to enhance the quality of corporate decisions, as they may bring different expertise and insights to the table [7]. - This trend also reflects greater transparency and democracy in corporate governance, potentially boosting investor confidence and improving the company's reputation in the capital market [8].

Core Insights - The article discusses the mining robot industry chain, highlighting its similarities to the general robotics industry chain, which includes upstream components, midstream manufacturing, and downstream applications [1][3]. Industry Overview - The mining robot industry relies heavily on international suppliers for core components, with major players like the "Four Families" of robotics controlling key parts, while companies like NVIDIA and Horizon dominate the AI chip market [3]. - Key manufacturers in the midstream include companies such as CITIC Heavy Industries, Zhengzhou Coal Mining Machinery, and China Railway Construction Heavy Industry [3]. Regional Analysis - The mining robot industry is well-developed in regions such as Guangdong, Shaanxi, Shandong, Jiangsu, and Shanxi, with Guangdong and Jiangsu having strong upstream component and equipment manufacturing capabilities [4]. - Other regions with a complete industry chain include Beijing, Hunan, Liaoning, Shanghai, Anhui, and Fujian [4]. Cost Structure - The core components of mining robots, including controllers, servo systems, and reducers, account for 70% of the total cost, with reducers being the most expensive at 35% [8]. - Controllers represent about 15% of the total cost, while servo systems account for 20% [8]. Value Chain Analysis - The growth potential for suppliers of the robot body is limited compared to upstream and downstream players, with the highest profit margins found in reducers (40%), followed by servo systems and integrated systems (35%) [11]. - The profit margin for controllers is 25%, while the robot body has the lowest margin at 15% [11].

Group 1 - The company has decided to change its registered address from "No. 88, East Seventh Line, Economic and Technological Development Zone, Changsha, Hunan" to "No. 88, East Seventh Road, Quangtang Street, Economic and Technological Development Zone, Changsha" [1] - The decision to cancel the supervisory board and amend the company's articles of association and related systems is aimed at improving corporate governance and promoting standardized operations [2] - The supervisory board's functions will be transferred to the audit committee of the board of directors, and relevant rules regarding the supervisory board will be abolished [2] Group 2 - The company has revised its articles of association in accordance with the Company Law, the Guidelines for Articles of Association of Listed Companies, and the Shanghai Stock Exchange's rules for the Sci-Tech Innovation Board [3]

Core Points - The company has revised its articles of association, which will take effect after approval at the shareholders' meeting [1][2] - The revised governance systems have been approved by the board and will also require shareholder approval [2] Meeting Details - The annual shareholders' meeting is scheduled for June 19, 2025, at 9:30 AM [5][6] - The meeting will be held at the company's headquarters in Changsha, Hunan Province [6] - Voting will be conducted through a combination of on-site and online methods [5][10] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system during specified time slots on the day of the meeting [7][10] - Specific procedures are outlined for different types of shareholders, including those involved in margin trading and cross-border investments [8] Agenda Items - The meeting will review multiple proposals, with some requiring special resolutions and others needing separate votes for minority shareholders [9][10] - Certain proposals involve related party transactions, necessitating abstention from voting by specific shareholders [10] Registration Information - Shareholders must register to attend the meeting, with specific documentation required for different types of attendees [12][15] - Registration will be open on June 17, 2025, with designated times for natural and legal persons [16] Contact Information - For inquiries regarding the meeting, shareholders can contact the company at the provided address and phone number [17][18]

Core Points - The article discusses the amendments to the Board of Directors' meeting rules of China Railway Construction Heavy Industry Group Co., Ltd, focusing on the changes in the authority and responsibilities of the board [2][3][4]. Summary by Sections Board Authority - The board is authorized to convene shareholder meetings and report to them, execute resolutions, decide on business plans and investment proposals, and formulate annual financial budgets and profit distribution plans [2][3]. - The amendments clarify that the board must act within the scope of authority granted by the shareholders' meeting [2][3]. Meeting Procedures - The board is required to hold at least four regular meetings annually, with notifications sent to all directors at least ten days in advance [4][5]. - In urgent situations, the board can convene temporary meetings with shorter notice periods, including notifications via phone or other verbal means [8][9]. Decision-Making and Voting - Decisions on significant issues must be made after consulting the company's party committee [3]. - The board's resolutions require a two-thirds majority for certain critical matters, while other decisions can be made with a simple majority [10][11]. Board Secretary Role - The board secretary is responsible for managing information disclosure, ensuring compliance with regulations, and facilitating communication with investors [16][17]. - The secretary must be appointed by the board and can be dismissed only for valid reasons, with the requirement to report to the Shanghai Stock Exchange upon dismissal [18]

Core Points - The document outlines the independent director special meeting system of China Railway Construction Heavy Industry Group Co., Ltd. to enhance corporate governance and promote high-quality development [1][2] - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] Group 1 - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must fulfill their responsibilities according to relevant laws and regulations [2][3] - The company is required to hold independent director special meetings as needed, which are exclusively attended by independent directors [2][3] - A lead independent director is to be elected by a majority of independent directors after a board reshuffle to convene and preside over the special meetings [2][3] Group 2 - Special meetings can be held in person, via video conference, or by phone, and must have a quorum of more than half of the independent directors present [3][4] - Decisions made in special meetings require a majority vote from all independent directors [3][4] - Certain matters, such as related party transactions and changes to commitments, must be approved in special meetings before being submitted to the board [4][5] Group 3 - Independent directors must seek approval from special meetings before exercising specific powers, such as hiring external consultants or proposing shareholder meetings [5][6] - Meeting records must be kept, detailing the opinions of independent directors, and these records should be signed and confirmed by the directors [5][6] - The company is responsible for ensuring the necessary conditions for the meetings and providing relevant materials for discussion [5][6]

Meeting Information - The annual general meeting of shareholders is scheduled for June 19, 2025 [1] - The meeting will be held at the conference room on the fourth floor of the Iron Construction Group building in Changsha, Hunan Province [1][4] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange's voting system [1][2] Voting Procedures - The online voting period is from June 19, 2025, with specific time slots for trading system voting and internet platform voting [1][2] - Shareholders must complete identity verification to vote on the internet platform [3] - Duplicate voting through different methods will be counted based on the first vote cast [4] Agenda Items - The meeting will review several non-cumulative voting proposals, including: - Confirmation of actual related party transactions for 2024 and estimated transactions for 2025 [2] - Changes to certain fundraising investment projects [2] - Amendments to the company's articles of association, including the cancellation of the supervisory board [2][3] - Revisions to the rules governing shareholder meetings and board meetings [3] - Updates to the management systems for related party transactions and fundraising [3] Attendance Requirements - Shareholders registered by the close of trading on June 13, 2025, are eligible to attend the meeting [4] - Proxy representation is allowed, and the proxy does not need to be a shareholder [4][5] - Registration for attendance must be completed by June 17, 2025 [5] Contact Information - Contact person for the meeting is Mr. Li, located at the Iron Construction Group building in Changsha [6] - Additional contact details include phone and fax numbers for inquiries [7]

中国铁建重工集团股份有限公司 董事会议事规则 二○一九年四月二十五日经公司创立大会暨第一次股东大会通过 二○二○年四月二十八日经公司 2020 年第一次临时股东大会修订 二○二三年二月二十二日经公司 2023 年第一次临时股东大会修订 二○二四年六月二十八日经公司 2023 年年度股东大会修订 二〇二五年五月二十九日经公司第二届董事会第二十七次会议修订，尚待提交股 东大会审议批准 | - | र | 1 | | --- | --- | --- | | | 1 | | | | | 中国铁建重工集团股份有限公司 董事会议事规则 第一章 总 则 第一条 为了进一步规范中国铁建重工集团股份有限公 司（以下简称公司）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》（以下简称《公 司法》）、《中华人民共和国证券法》《上市公司治理准则》、《上 海证券交易所科创板股票上市规则》（以下简称《上市规则》） 等法律、法规和规范性文件、《中国铁建重工集团股份有限 公司章程》（以下简称《公司章程》）及其他有关规定，特制 订本中国铁建重工集团股份有限公司董事 ...

独立董事专门会议工作制度 中国铁建重工集团股份有限公司 中国铁建重工集团股份有限公司 独立董事专门会议工作制度 第一条 为完善中国铁建重工集团股份有限公司（以下 简称公司）的治理结构，充分发挥独立董事作用，推动公 司高质量发展，根据《上市公司独立董事管理办法》《上 市公司治理准则》《上海证券交易所科创板股票上市规则》 《上海证券交易所科创板上市公司自律监管指引第 1 号— —规范运作》等法律、法规及《中国铁建重工集团股份有 限公司章程》（以下简称《公司章程》）的相关规定，制 定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职 务，并与公司及其主要股东、实际控制人不存在直接或者 间接利害关系，或者其他可能影响其进行独立客观判断关 系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义 务，应当按照法律、行政法规、中国证券监督管理委员会 （以下简称中国证监会）规定、上海证券交易所（以下简 称上交所）业务规则和《公司章程》的规定，认真履行职 2 责，在董事会中发挥参与决策、监督制衡、专业咨询作用， 维护公司整体利益，保护中小股东合法权益。 第四条 公司应当根据工作需要不定期召开全部由独立 董事参加的 ...