江苏海鸥冷却塔股份有限公司 关于修改《公司章程》的公告

Group 1 - The company plans to amend its Articles of Association to enhance governance and operational mechanisms, with the final content subject to approval by regulatory authorities [1][50][52] - The board of directors has proposed to authorize the board to handle the necessary business registration and changes related to the amendments [2] - The proposed amendments will be submitted for approval at the upcoming shareholders' meeting [3] Group 2 - The first meeting of the 2025 Employee Stock Ownership Plan was held, with full attendance of 177 participants representing 44.7355 million shares, which is 100% of the total subscribed shares [6][8] - The meeting approved the establishment of a management committee for the employee stock ownership plan, responsible for daily management and oversight [7] - The management committee was elected, consisting of five members, with a term aligned with the duration of the employee stock ownership plan [8][9] Group 3 - The board of directors approved a new compensation scheme for directors and senior management, which will be effective upon shareholder approval [12][13] - Independent directors will receive an annual allowance of RMB 66,000, while non-independent directors' compensation will include a base salary and performance-based pay [14][15] - The compensation for senior management will also consist of a base salary and performance pay, with evaluations conducted by the compensation and assessment committee [17][46] Group 4 - The board of directors held its sixteenth meeting, where several key resolutions were passed, including the election of new non-independent and independent directors [18][19][27] - The board proposed to revise the compensation management system for directors and senior management to align with governance standards [32][41] - A temporary shareholders' meeting is scheduled for January 5, 2026, to review the resolutions passed by the board [65][66]