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华东建筑集团发布新章程草案,明确多项重要事项

Core Viewpoint - The release of the draft articles of association by East China Architectural Group Co., Ltd. provides important institutional guarantees for the company's standardized operation and sustainable development [9] Company Overview - East China Architectural Group was established through fundraising and first issued 11 million RMB ordinary shares to the public on May 19, 1992, and was listed on the Shanghai Stock Exchange on February 9, 1993, with a registered capital of RMB 970.338659 million [2] - The company's business philosophy is to implement new development concepts and provide high-quality, full-cycle integrated services, covering a wide range of fields including construction engineering consulting, design, and supervision [2] Share Regulations - The total number of ordinary shares issued by the company is 33.799 million, with the current total share count being 970.338659 million, all of which are ordinary shares [3] - The company can increase or decrease capital based on operational and developmental needs, and may repurchase its own shares under specific circumstances [3] - The company does not accept its shares as collateral and has clear restrictions on share transfers for directors and senior management [3] Shareholders and Shareholders' Meeting - The company establishes a shareholder register based on certificates provided by the securities registration agency, granting shareholders rights to dividend distribution and participation in shareholder meetings while also imposing obligations to comply with laws and regulations [4] - The shareholders' meeting is the company's decision-making body for major matters, including the election of directors and the review of profit distribution plans [4] Board of Directors - The board consists of nine directors, including three independent directors and one employee director, who must adhere to duties of loyalty and diligence [5] - The board has the authority to convene shareholder meetings and execute resolutions, with a chairman leading the board and at least two meetings held annually [5] - The board has established five specialized committees, including the Strategic Investment and ESG Committee and the Audit and Risk Control Committee [5] Senior Management - The company has senior management positions including president, chief financial officer, and board secretary, with similar qualifications and responsibilities as directors [6] - The president is accountable to the board and exercises multiple powers [6] Financial Accounting System, Profit Distribution, and Audit - The company has established a financial accounting system and discloses periodic reports as required [7] - The company emphasizes returns to investors through cash or stock dividends, with a clear cash dividend ratio and differentiated policies [7] - An internal audit system is in place, with an accounting firm hired for audits, and related fees determined by the shareholders' meeting [7] Other Important Matters - The articles of association also cover matters such as mergers, divisions, capital increases, reductions, dissolution, and liquidation, as well as the role of party organizations and trade unions, social responsibility, and emergency response [8] - The company's party committee plays a leading role, with discussions on major issues being a prerequisite for decisions made by the board and senior management [8] - The company actively undertakes social responsibilities and establishes long-term mechanisms for safety production, adhering to timely and effective principles in handling emergencies [8]