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 ...

新疆北新路桥集团股份有限公司 新疆北新路桥集团股份有限公司 董事会议事规则 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"）董事 会的议事行为，建立完善的法人治理结构，确保公司董事会会议决策的科学和效 率，根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司治理 准则》《深圳证券交易所股票上市规则》等法律法规、规范性文件以及《公司章 程》的有关规定，特制定本规则。 本议事规则为《公司章程》的附件，公司召开董事会除应遵守本议事规则的 规定外，还应符合相关法律、法规、规范性文件和公司章程的规定。 第二条 董事会办公室 董事会下设董事会办公室，董事会办公室设在公司证券部，处理董事会日常 事务。 董事会秘书或证券事务代表兼任董事会办公室负责人，保管董事会印章。董 事会秘书可以指定证券事务代表等有关人员协助其处理日常事务。 董事会议事规则 第三条 定期会议 （需经公司股东大会审议通过后生效） 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在上下两个半年度各召开一次定期会议。 第四条 定期会议的提案 董事会成员、董事会下设各专门委员会及公司高级管理人员均有权向公司董 事会提出议案，提案应当 ...

新疆北新路桥集团股份有限公司 独立董事专门会议工作细则 （经第七届董事会第二十二次会议审议通过） 第一章 总则 第一条 为进一步完善新疆北新路桥集团股份有限公司（以下简 称"公司" "本公司"）的治理结构，充分发挥独立董事作用，提升公 司规范运作和科学决策水平，维护公司整体利益，保障全体股东特别 是中小股东的合法权益，根据《中华人民共和国公司法》 《中华人民 共和国证券法》 《上市公司独立董事管理办法》 《深圳证券交易所股票 上市规则》等法律、行政法规、规章及其他规范性文件，以及《公司 章程》 《公司独立董事制度》的有关规定，结合公司实际情况，制定 本工作细则。 第二条 独立董事专门会议是指由公司全部独立董事组成参加、 为履行职责专门召开的会议，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、深圳证券交易所业务规 则和《公司章程》的规定独立履行职责，不受公司及其主要股东、实 际控制人等单位或者个人的影响。 第三条 公司证券部是独立董事专门会的履职服务支撑部门，主 要负责日常工作联络、会议组织等工作。 第二章 人员组成 第四条 独立董事专门会应由《公司章程》规定的全体独立董事 组成。 ...

Core Viewpoint - The company has established a public opinion management system to enhance its ability to respond to various public opinions, ensuring timely and effective handling of issues that may impact its stock, reputation, and operations [1][2]. Group 1: General Principles - The public opinion management system aims to protect the legitimate rights and interests of investors and the company, in accordance with relevant laws and regulations [1]. - Public opinion includes negative media reports, rumors, and information that may affect investor sentiment and stock price fluctuations [1]. Group 2: Organizational Structure and Responsibilities - The company has formed a public opinion handling leadership group, led by the chairman, to coordinate responses to public opinion crises [2]. - The leadership group is responsible for decision-making and deployment regarding public opinion management, including the initiation and termination of handling processes [2][5]. Group 3: Information Collection and Monitoring - The company will collect public opinion information from various media sources, including online platforms, to monitor potential impacts on its operations [3]. - Subsidiaries and departments are required to appoint liaison officers to report relevant media coverage and assist in verifying public opinion events [3][4]. Group 4: Handling Principles and Measures - The company emphasizes quick response, coordinated communication, and proactive engagement in managing public opinion crises [4][5]. - For significant public opinion events, the leadership group will convene to make decisions and implement measures to control the spread of information [5]. Group 5: Accountability and Confidentiality - Employees and relevant personnel are obligated to maintain confidentiality regarding sensitive information and may face penalties for breaches that harm the company [7][8]. - The company reserves the right to pursue legal action against individuals who disclose confidential information that leads to reputational damage or stock price fluctuations [8]. Group 6: Implementation and Review - The public opinion management system will be implemented upon approval by the board of directors and will be subject to regular review and updates as necessary [9].

General Principles - The information disclosure management system aims to standardize the information disclosure behavior of the company, ensuring that information is disclosed truthfully, accurately, and completely to protect the rights of shareholders and other stakeholders [1][2] - The system applies to the company, its subsidiaries, directors, senior management, and other entities obligated to disclose information [2][3] Basic Principles of Information Disclosure - Information must be disclosed in a timely, truthful, accurate, complete, and clear manner, without misleading statements or omissions [3][4] - All investors should have equal access to disclosed information, prohibiting selective disclosure [3][4] Information Disclosure Procedures - The company must ensure that disclosed documents are consistent with those registered with the stock exchange, and no significant information should be disclosed through other media before official announcements [4][5] - Major events related to the company must be disclosed in accordance with the established procedures, including acquisitions, asset sales, and significant transactions [4][5] Temporary and Exempt Disclosure - The company may temporarily or exempt certain disclosures if they involve state secrets or commercial secrets, provided that there is sufficient evidence [5][6] - If the reasons for temporary or exempt disclosure no longer exist, the company must disclose the information promptly [6][7] Content of Information Disclosure - The company must disclose periodic reports, including annual and interim reports, which should be audited by a qualified accounting firm [8][9] - Major events that could significantly impact the company's securities must be disclosed immediately, detailing the cause, current status, and potential effects [8][9] Responsibilities and Management of Information Disclosure - The board of directors is responsible for overseeing information disclosure, with the chairman being the primary responsible person [16][17] - The board secretary is tasked with managing information disclosure, ensuring compliance, and maintaining confidentiality [16][17] Internal Control and Supervision - The company must implement internal controls to ensure the accuracy and confidentiality of financial information before disclosure [24][25] - The audit committee is responsible for supervising the information disclosure practices of the board and management [25][26] Confidentiality Measures - Individuals with access to undisclosed information must maintain confidentiality and are prohibited from disclosing such information publicly [26][27] - The company must take necessary measures to limit the dissemination of sensitive information before it is officially disclosed [26][27] Final Provisions - The information disclosure management system is subject to revision and interpretation by the board of directors and will be implemented upon approval [27]

Core Points - The establishment of the Strategic Committee aims to enhance the core competitiveness of the company and improve the quality of major investment decisions [1][2] - The Strategic Committee is responsible for researching long-term development strategies and major investment decisions, providing recommendations to the Board of Directors [1][2] Group 1: General Provisions - The Strategic Committee is a specialized working body set up by the Board of Directors to study and propose suggestions for the company's long-term development strategy and major investment decisions [1] - The committee consists of three directors, including at least one independent director [2] Group 2: Composition and Responsibilities - The committee members are nominated by the Chairman, more than half of the independent directors, or one-third of all directors, and elected by the Board [2] - The main responsibilities of the Strategic Committee include researching long-term strategic planning, major investment and financing proposals, and other significant matters affecting the company's development [8] Group 3: Work Procedures - The Investment Review Group is responsible for the preliminary preparation of evaluations and decisions for the Strategic Committee [4] - The Strategic Committee must hold at least two meetings annually, with a quorum of two-thirds of the members required for decision-making [12][13] Group 4: Meeting Rules - The committee can invite external experts for professional opinions if necessary, with costs covered by the company [16] - All meeting proceedings must be documented, and members are required to maintain confidentiality regarding discussed matters [20]