北京首钢股份发布新版公司章程，明确多项核心治理规则

Core Viewpoint - Beijing Shougang Co., Ltd. has released a revised version of its Articles of Association, providing a solid institutional guarantee for the company's standardized operation and long-term development [1] Shareholder and Shareholder Meeting Regulations - The company was established with a total of 2,310 million shares, of which 1,960 million shares were subscribed by Shougang Group Co., Ltd. The total issued shares are 7,754,967,370, all of which are ordinary shares [2] - The company has clear regulations regarding share increases and reductions, allowing capital increases through various methods, while share repurchases are generally prohibited except under specific circumstances [2] - There are strict restrictions on share transfers, such as a one-year lock-up period for shares issued before public offering and a limit of 25% on annual share transfers by directors and senior management [2] Shareholder and Shareholder Meeting - The company maintains a shareholder register based on securities registration and settlement institutions, with shareholders enjoying rights and obligations according to their shareholding categories [3] - The shareholder meeting is the company's authority body, consisting of annual and temporary meetings, with specific timelines for convening and decision-making processes [3] - Shareholders holding more than 1% of shares can propose temporary motions ten days before the meeting, with ordinary resolutions requiring a simple majority and special resolutions needing two-thirds approval [3] Board of Directors - The board consists of 7 to 13 directors, with a majority being external directors, including one employee representative [4] - The board has the authority to convene shareholder meetings and execute resolutions, with the chairman elected by a majority of the board [4] - Various specialized committees are established under the board, including audit, strategy, risk, ESG and compliance management, nomination, and remuneration committees, each with defined responsibilities [4] Financial Accounting and Profit Distribution - The company has a comprehensive financial accounting system, requiring timely submission and disclosure of annual, semi-annual, and quarterly reports [5] - When distributing annual after-tax profits, 10% is allocated to statutory reserves, with additional allocations subject to shareholder meeting resolutions, and remaining profits distributed according to shareholding ratios [5] - The profit distribution policy emphasizes legal compliance, continuity, stability, and prioritizes cash dividends, with specific policies determined by the company's development stage and profitability [5] Company Mergers, Divisions, and Other Matters - Mergers can be conducted through absorption or new establishment, with certain conditions allowing for board resolutions without shareholder approval [6] - The company has established procedures for division, capital increase, and decrease, with dissolution requiring a clearing process led by a board-appointed clearing group [6] - The revision and release of the Articles of Association further enhance the governance structure of Beijing Shougang Co., Ltd., contributing to improved management and operational efficiency for sustainable development [6]