Core Viewpoint - The company is enhancing its governance structure by revising its articles of association and internal supervisory mechanisms, which will be submitted for shareholder approval [1][2][3]. Group 1: Governance Revisions - The company has approved the revision of its articles of association to improve governance and compliance with relevant laws and regulations [1]. - The internal supervisory structure will be adjusted, with the audit committee taking on the responsibilities of the supervisory board [1]. - The board has also approved revisions to the rules governing shareholder meetings, board meetings, and various committee working rules, all requiring shareholder approval [2][3][4][5][6]. Group 2: New Policies and Procedures - The company has introduced new policies, including the insider information management system and information disclosure management system, to align with current regulations [7][8]. - A new director resignation management system and public opinion management system have been established to enhance operational transparency and accountability [7][8]. - The company has also approved the extension of the authorization for the board to manage stock issuance to specific investors, which will be subject to shareholder approval [9][10].

Group 1 - The company held the 22nd meeting of the 7th Supervisory Board on August 7, 2025, in Urumqi, with all 5 supervisors present, meeting the legal quorum requirements [1] - The meeting approved the proposal to amend the company's articles of association and adjust the internal supervisory structure, allowing the Board of Directors' Audit Committee to exercise the powers of the Supervisory Board as per the Company Law [2] - The proposal to extend the validity period of the resolution for issuing shares to specific targets was also approved, with the voting results showing 3 votes in favor and 2 abstentions from related supervisors [3][4] Group 2 - The company plans to submit the amendments to the articles of association and the adjustments to the internal supervisory structure to the shareholders' meeting for special resolution approval [2][4] - The company will also seek authorization from the shareholders' meeting for the Board of Directors to handle subsequent registration changes and filing of the amended articles of association [2] - The related transactions involved in the issuance of shares to specific targets will have the related shareholders abstaining from voting at the shareholders' meeting [4][6]

Meeting Information - The company will hold its second extraordinary general meeting of shareholders in 2025 on August 26, 2025, at 11:00 AM [1] - The meeting will include both on-site and online voting options, with specific time slots for online voting [1][2] Voting Procedures - Shareholders can choose either on-site or online voting, but not both for the same share [2] - Only shareholders registered by the close of trading on August 14, 2025, are eligible to attend and vote [2] Agenda Items - The meeting will discuss several proposals, including amendments to the company's articles of association and the extension of the validity period for resolutions regarding stock issuance to specific targets [3][4] - Certain proposals require a special resolution, needing more than two-thirds approval from attending shareholders [4] Registration and Participation - Individual shareholders must present identification and stock account information for registration, while corporate shareholders need to provide additional documentation [5] - The company will ensure that the voting results for minority investors are counted separately to protect their interests [4] Online Voting Process - Detailed instructions for participating in online voting are provided, including the need for identity verification [6] - The online voting system will be available during specified hours on the day of the meeting [6]

证券代码：002307 证券简称：北新路桥 公告编号：2025－43 新疆北新路桥集团股份有限公司 于延长向特定对象发行股票股东大会决议有效期的议案》和《关于提请股东大会 延长授权董事会全权办理公司向特定对象发行股票相关事宜的议案》，同意将公 司本次向特定对象发行股票的股东大会决议有效期及股东大会授权董事会全权 办理公司本次向特定对象发行股票相关事宜有效期自原届满之日延长 12 个月， 即延长至 2025 年 9 月 3 日。除延长有效期之外，本次向特定对象发行股票股东 大会决议的其他内容保持不变。 鉴于公司本次向特定对象发行股票事宜的股东大会决议的有效期即将届满， 为确保公司本次向特定对象发行股票工作顺利推进，现提请股东大会将公司本次 向特定对象发行股票股东大会决议的有效期再次延长 12 个月，即延长至 2026 年 9 月 3 日。除延长有效期外，本次向特定对象发行股票股东大会决议的其他内 容保持不变。 公司独立董事已就上述事项召开独立董事专门会议审议通过。 《关于再次延长向特定对象发行股票股东大会决议有效期的议案》《关于提 证券代码：002307 证券简称：北新路桥 公告编号：2025－43 请股东大会 ...

Core Points - The internal audit system of Xinjiang Beixin Road and Bridge Group Co., Ltd. aims to standardize internal audit work, clarify responsibilities and powers of the internal audit institution and personnel, and enhance the supervisory function of internal audits to protect the legitimate rights and interests of the company and its shareholders [1][2] Chapter Summaries Chapter 1: Audit Purpose - The internal audit is designed to ensure compliance with laws and regulations, improve corporate governance, and promote effective internal controls [1] Chapter 2: Audit Scope and Basis - The audit applies to the headquarters and all subsidiaries, departments, and any other matters deemed necessary by the board [2] - The audit is based on national laws, company regulations, and operational guidelines [2] Chapter 3: Audit Institution and Personnel - The audit department is responsible for overseeing the authenticity and completeness of financial information and internal control systems [3] - Internal auditors must possess relevant professional knowledge and adhere to ethical standards [3][4] Chapter 4: Audit Responsibilities and Powers - The audit committee organizes and implements audits, ensuring that audit results are reliable for performance evaluations [4][5] - Auditors have the authority to request necessary documents and investigate issues within the audited units [6][7] Chapter 5: Work Procedures - The audit department must prepare an annual audit plan and report findings to the board [8][9] - Auditors must maintain confidentiality and document their findings accurately [9][10] Chapter 6: Audit Archive System - Audit records must be managed according to legal requirements, ensuring their integrity and security [11][12] Chapter 7: Rewards and Penalties - The audit department can recommend rewards for compliant behavior and impose penalties for violations of company policies [12][13] Chapter 8: Supplementary Provisions - The internal audit system is subject to relevant laws and regulations, and any amendments must be approved by the board [14][15]

Core Viewpoint - The company is revising its Articles of Association and adjusting its internal supervisory structure to enhance corporate governance and compliance with relevant laws and regulations [1][2]. Summary by Sections Revision of Articles of Association - The company plans to revise its Articles of Association to improve governance and operational standards, aligning with the Company Law and other regulatory guidelines [1]. - The proposed changes include the elimination of the supervisory board and the transfer of its responsibilities to the audit committee of the board of directors [2]. Internal Supervisory Structure Adjustment - Upon approval of the revised Articles, the supervisory board will cease to function, and the roles of supervisors will be automatically terminated [2]. - Until the shareholders' meeting approves the changes, the existing supervisory structure will continue to fulfill its oversight duties [2]. Specific Amendments - The term "supervisory board" will be removed from the Articles, and references to "supervisors" will also be deleted [2]. - The rights of shareholders will be maintained, including the ability to supervise company operations and propose suggestions or inquiries [5]. Financial Assistance Restrictions - The company or its subsidiaries will not provide financial assistance for acquiring shares, except for employee stock ownership plans [4]. - Any financial assistance provided must be approved by the shareholders and cannot exceed 10% of the total issued capital [4]. Shareholder Rights - Shareholders retain rights to dividends, attend meetings, and request information, with adjustments made to reflect the change from "shareholders' meeting" to "shareholders' assembly" [5][6]. - The process for proposing temporary resolutions has been clarified, allowing shareholders holding 1% or more of shares to submit proposals [17]. Board and Committee Structure - The audit committee will assume the supervisory functions previously held by the supervisory board, with specific responsibilities outlined for financial oversight and internal controls [25][26]. - The company will establish various specialized committees, including a strategic committee and a remuneration committee, to enhance decision-making processes [29][30]. Compliance and Reporting - The company is required to comply with information disclosure obligations as per legal and regulatory requirements, ensuring transparency in operations [7][8].

General Principles - The management system for the resignation of directors at Xinjiang Beixin Road and Bridge Group Co., Ltd. aims to regulate the orderly operation of the board of directors and is based on relevant laws and regulations [2][3] - This system applies to all directors of the company, including non-independent directors, independent directors, and employee directors [2] Circumstances and Procedures for Resignation - Circumstances for director resignation include: expiration of term without re-election, voluntary resignation before term expiration, dismissal by the shareholders' meeting or employee representative assembly, and other situations as stipulated by laws or the company's articles of association [2][3] - Directors must submit a written resignation report to the board, detailing resignation time, reasons, and whether they will continue to hold positions in the company or its subsidiaries [3] Obligations After Resignation - Upon resignation or term expiration, directors must complete all handover procedures to ensure the company's operations are not affected [6] - Directors' obligations to maintain confidentiality regarding company trade secrets remain effective until the secrets become public information [6] - Directors must report their resignation information to the Shenzhen Stock Exchange within two trading days after resignation [6] Accountability - Directors cannot evade their responsibilities through resignation; the company reserves the right to pursue accountability for any losses caused by such actions [7] - Resignation does not exempt directors from responsibilities arising from their tenure, and they must bear compensation responsibilities for any losses caused to the company due to violations of laws or regulations [7] Supplementary Provisions - Any matters not covered by this system will be executed according to national laws and regulations, and the system will be revised as necessary [8] - The board of directors is responsible for interpreting and revising this system, which will take effect upon approval by the board [8]

Core Points - The document outlines the operational guidelines and responsibilities of the General Manager of Xinjiang Beixin Road and Bridge Group Co., Ltd, emphasizing the need for a modern corporate governance structure [1][2][3] General Provisions - The company establishes a General Manager position, nominated by the Chairman and appointed by the Board of Directors [1] - The General Manager is responsible for daily operations and management, implementing Board resolutions, and reporting to the Board [1] Qualifications and Appointment Procedures - The General Manager must possess extensive economic and management knowledge, strong operational capabilities, and relevant industry experience [2] - Specific disqualifications for the General Manager include criminal convictions related to financial misconduct, bankruptcy responsibilities, and being a public servant [2][3] Authority of the General Manager - The General Manager has the authority to implement Board decisions, propose development plans, manage financial allocations, and oversee employee management [4][5] - The General Manager must report to the Board and cannot alter Board resolutions without prior approval [5][6] Responsibilities of the General Manager - The General Manager is tasked with protecting company assets, ensuring compliance with laws and regulations, and enhancing market competitiveness [7][8] - Duties include maintaining employee training, fostering company culture, and avoiding conflicts of interest [9][10] Reporting Requirements - The General Manager is required to report to the Board at least once a month on various operational aspects, including project progress and financial status [11][12]

Core Viewpoint - The article outlines the working rules of the Audit Committee of Xinjiang Beixin Road and Bridge Group Co., Ltd., emphasizing the importance of enhancing corporate governance, ensuring effective supervision of management, and maintaining accurate financial reporting [1][2]. Group 1: General Provisions - The Audit Committee is established as a specialized working body of the Board of Directors, responsible for reviewing financial information, supervising internal and external audits, and ensuring effective internal controls [1][2]. - The committee consists of three members, with a majority being independent directors, and is chaired by an independent director with accounting expertise [2][3]. Group 2: Committee Establishment and Operation - Members of the Audit Committee must possess relevant professional knowledge and experience, ensuring they can effectively supervise and evaluate audit work [2][3]. - The committee is required to meet at least quarterly, with provisions for special meetings as necessary [11][12]. Group 3: Responsibilities and Powers - The main responsibilities of the Audit Committee include reviewing financial information, supervising external audit work, and evaluating internal controls [22][23]. - The committee has the authority to propose the hiring or replacement of external auditors and to oversee the internal audit process [25][26]. Group 4: Meeting Procedures - Meetings must be attended by at least two-thirds of the members to be valid, and decisions require a majority vote [15][16]. - The committee must maintain accurate records of meetings, including decisions made and attendance [19][20]. Group 5: Internal and External Audit Oversight - The Audit Committee is tasked with supervising the work of both internal and external auditors, ensuring compliance with relevant laws and regulations [27][28]. - It is responsible for evaluating the effectiveness of internal controls and reporting any significant issues to the Board of Directors [29][30].

新疆北新路桥集团股份有限公司 第三条 董事长为主要责任人。董事会秘书负责办理上市公司内幕信息知情 人的登记入档和报送事宜。证券部为公司内幕信息登记管理的日常工作部门。 内幕信息知情人登记管理制度 第四条 未经董事会批准同意，公司任何部门和个人不得向外界泄露、报道、 传送有关公司内幕信息和信息披露的内容。 （经第七届董事会第二十二次会议审议通过） 新疆北新路桥集团股份有限公司 内幕信息知情人登记管理制度 第一章 总则 第一条 为规范新疆北新路桥集团股份有限公司（以下简称"公司"）的内 幕信息管理，加强内幕信息保密工作，以维护信息披露的公平原则，根据《中华 人民共和国公司法》《中华人民共和国证券法》（以下简称"《证券法》"）《上 市公司监管指引第5号——上市公司内幕信息知情人登记管理制度》《深圳证券 交易所股票上市规则》《深圳证券交易所上市公司自律监管指引第5号——信息 披露事务管理》等有关法律法规和《公司章程》，制定本制度。 第二条 董事会是公司内幕信息的管理机构。 第五条 证券部是公司专门的信息披露机构。未经董事会批准同意，公司任 何部门和个人不得向外界泄露、报道、传送涉及公司内幕信息和信息披露的内容。 对外 ...