Xin Lang Cai Jing·2025-09-16 14:04Core Viewpoint - Shandong Expressway Bridge Group Co., Ltd. has revised its articles of association to enhance the regulation of its organization and operations, aiming to protect the rights and interests of the company, shareholders, employees, and creditors [1] Summary by Sections Basic Information and Rights-Related Revisions - The revised articles clarify the company's registered capital as RMB 1,552,439,109, a decrease from RMB 1,560,987,803 [2] - New provisions have been added to emphasize the protection of employee rights [2] - The resignation of the chairman is now considered a simultaneous resignation as the legal representative, with a requirement to appoint a new legal representative within 30 days [2] Share and Shareholder-Related Revisions - The company will issue shares based on principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [3] - Financial assistance for acquiring shares is capped at 10% of the total issued share capital, requiring a two-thirds majority approval from the board [3] - Clarifications have been made regarding shareholders' rights to access company materials and their obligations [3] Shareholders' Meeting and Governance Structure Revisions - The term "shareholders' meeting" has been standardized, with detailed regulations on its powers, convening, proposals, and voting procedures [4] - Shareholders holding 1% or more of the shares have the right to propose agenda items [4] - Regulations have been strengthened for controlling shareholders and actual controllers to ensure they act in the company's interests [4] Directors and Independent Directors Revisions - Directors are now explicitly required to fulfill their duties with loyalty and diligence, with specified liability for damages caused [5] - The independent director system has been enhanced, detailing the conditions, terms, and responsibilities of independent directors [5] Other Revisions - Revisions have been made to financial accounting systems, profit distribution, and auditing processes [6] - The profit distribution policy will now consider the opinions of minority shareholders, with differentiated cash dividend policies based on the company's development stage [6] - The internal audit system has been improved, clarifying leadership structures and responsibilities [6] - The revisions are seen as a significant step for the company to adapt to market changes and enhance governance, laying a solid foundation for sustainable development [6]