广电计量检测集团股份有限公司2025年8月多项章程及议事规则修订

Core Points - The recent amendments to the articles of association and meeting rules of the Broadcasting Measurement and Testing Group Co., Ltd. aim to enhance corporate governance and improve decision-making efficiency and scientific rigor [1][3] Summary by Sections Articles of Association Amendments - The purpose of the articles now includes the protection of employees' legitimate rights and interests [1] - Definitions of terms such as "shareholders' meeting," "controlling shareholder," "actual controller," and "related party" have been revised for clarity [1] - The board of directors will consist of nine members, including one employee representative, with the chairman elected by a majority of the board [1] - New provisions for independent directors have been added, detailing their qualifications, responsibilities, and special powers to enhance oversight of potential conflicts of interest [1] - Decision-making processes for significant matters like capital changes, bond issuance, and share repurchases have been revised [1] - The internal audit system has been improved, clarifying the leadership structure, responsibilities, and workflows of the internal audit function [1] Shareholders' Meeting Rules Amendments - The audit and compliance committee's responsibilities in convening temporary shareholders' meetings have been clarified [2] - Shareholders holding more than 1% of the company's shares can propose temporary motions ten days before a meeting [2] - Cumulative voting will be implemented when electing two or more directors [2] - Meeting records must be kept for at least ten years, and the conditions for invalidating or revoking resolutions have been specified [2] Board of Directors' Meeting Rules Amendments - The board must hold at least two regular meetings annually, with conditions for calling temporary meetings now including proposals from the audit and compliance committee [2] - Meeting notifications must be sent in advance, and the chairman is required to convene and preside over meetings within specified timeframes [2] - Voting at board meetings will follow a one-person-one-vote principle, with results announced within a set timeframe [2] - Meeting documentation, including notices and voting records, must be preserved for no less than ten years [2] Overall Impact - The revisions are significant for adapting to market developments and the company's strategic needs, aiming to enhance governance standards and operational efficiency while safeguarding the rights of shareholders and the company [3]