新华网股份有限公司 2025年第一次临时股东大会决议公告

Meeting Overview - The company's board of directors confirmed that the announcement contains no false records, misleading statements, or significant omissions, and they bear legal responsibility for its authenticity, accuracy, and completeness [1] - The shareholders' meeting was held on September 12, 2025, at the company's conference room in Beijing [1] - The meeting was conducted in accordance with the Company Law and the company's articles of association, combining on-site and online voting [1] Attendance - Out of 15 current directors, 10 attended the meeting, while 5 were absent due to work commitments [1] - Out of 3 current supervisors, 2 attended, with the chairman of the supervisory board absent for the same reason [1] - The company’s vice president and board secretary, along with several senior management personnel, were present at the meeting [1] Resolutions Passed - The following proposals were approved during the meeting: - Change of registered capital and cancellation of the supervisory board, along with amendments to the company's articles of association [2] - Amendments to the company's shareholder meeting rules [2] - Amendments to the company's board meeting rules [3] - Amendments to the independent director work system [3] - Amendments to the related party transaction decision-making system [3] - Amendments to the external guarantee management system [3] - Amendments to the external investment management system [3] - Amendments to the internal audit work system [3] - Amendments to the behavior norms of controlling shareholders and actual controllers [3] - Amendments to the management measures for preventing fund occupation by controlling shareholders and related parties [4] - Amendments to the cumulative voting system implementation details [4] - Amendments to the share repurchase management system [4] - Establishment of the remuneration management system for directors and senior management [4] - Establishment of the resignation management system for directors and senior management [4] - Establishment of the selection system for accounting firms [4] Voting Results - The first proposal was a special resolution that required more than two-thirds of the voting rights held by attending shareholders to pass, while the remaining proposals were ordinary resolutions requiring more than half [4] Legal Verification - The meeting was witnessed by Beijing Deheng Law Firm, confirming that the convening and procedures of the meeting complied with legal and regulatory requirements [5][6] - The lawyers concluded that the meeting's attendees and conveners were legitimate, and the voting procedures and results were valid [6]