TJKJ(SH:600846) Xin Lang Cai Jing·2025-12-03 12:29Core Viewpoint - Shanghai Tongji Science and Technology Industry Co., Ltd. has released a new company charter that clarifies its organizational structure, operational objectives, equity management, and governance mechanisms, aiming to enhance corporate governance and operational standards in the urban construction and development sector [1][5]. Company Positioning and Business Strategy - The new charter defines the company's operational objective as "keeping pace with national strategic steps, leveraging Tongji University's academic, talent, and technological advantages to create a comprehensive service enterprise for value enhancement in urban and rural construction and development" [2]. - The business scope includes industrial investment, education industry investment and talent training, real estate investment and development, and investment consulting, highlighting its unique positioning in the integration of production, education, research, and application [2]. Governance Structure and Power Balance - The charter establishes a three-tier governance structure: Shareholders' Meeting, Board of Directors, and Management [3]. - The Shareholders' Meeting is the highest authority, responsible for major decisions such as capital changes and profit distribution, with shareholders holding over 10% of shares able to propose meetings [3]. - The Board consists of 7-9 directors, with a chairman as the legal representative, and includes specialized committees like the Audit Committee, primarily composed of independent directors [3]. - The Management, led by the General Manager, is responsible for operational management and implementing board resolutions [3]. - The charter emphasizes the establishment of a Party organization, with a Party Committee and Discipline Inspection Commission involved in major decision-making [3]. Shareholder Rights Protection Mechanism - The charter comprehensively outlines shareholder rights, including dividend rights, voting rights, and the right to information [4]. - Shareholders holding over 1% of shares can request the Audit Committee to initiate lawsuits if directors or executives harm company interests [4]. - Strict regulations on related party transactions are established, requiring related shareholders to abstain from voting on such matters [4]. - The profit distribution policy prioritizes cash dividends when the company is profitable and has sufficient cash flow, with a commitment to distribute at least 30% of the average distributable profit in cash over the last three years [4]. Risk Control and Compliance Management - The charter imposes strict controls on external guarantees, share buybacks, and fund management [4]. - External guarantees require approval from the Board or Shareholders' Meeting, especially for guarantees exceeding 10% of net assets [4]. - Share buybacks are limited to specific circumstances and must be completed within a designated timeframe [4]. - The controlling shareholder and actual controller are prohibited from misusing company funds or forcing the company into illegal guarantees [4]. Financial and Information Disclosure Standards - The charter mandates the establishment of a sound financial accounting system, with annual reports to be disclosed within four months after the fiscal year-end and interim reports within two months after the first half of the year [4]. - It specifies that information disclosure must be made through media that meet regulatory requirements and the Shanghai Stock Exchange website to ensure timeliness and transparency [4].