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北新路桥: 关于修订《公司章程》并调整公司内部监督机构的公告

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].