新澳股份: 新澳股份公司章程

General Information - Zhejiang Xinao Textiles Inc. is a joint-stock company established in accordance with the Company Law of the People's Republic of China, with independent accounting and self-management [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 26.68 million shares on December 10, 2014, and was listed on the Shanghai Stock Exchange on December 31, 2014 [1][2] - The registered capital of the company is RMB 730,297,443 [1] Corporate Governance - The legal representative of the company is elected by the board of directors and is responsible for executing company affairs [2] - The company is liable for civil activities conducted by the legal representative, and can seek compensation from the representative if damages occur due to negligence [2] - The company’s articles of association are legally binding for the company, shareholders, directors, and senior management [2][3] Business Objectives and Scope - The company's business objective is to focus on woolen products, leverage its advantages, innovate its operating mechanisms, and establish a modern corporate image [3] - The business scope includes the production and sale of wool tops and yarns, wholesale and retail of textile raw materials and products, export of self-produced wool yarns and fabrics, and import of necessary materials and equipment for production [3] Share Capital - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [4][5] - The total number of shares issued by the company is 73,029,744, with all shares being ordinary shares [5][6] - The company’s founding shareholders include Zhejiang Longchen Industrial Co., Ltd. and 47 individuals, who contributed their net assets to establish the company [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends and other benefits proportional to their shareholdings, and can request meetings, supervise operations, and transfer their shares [10][11] - Shareholders are obligated to comply with laws and the company’s articles of association, and cannot withdraw their capital except as legally permitted [15][16] - The company’s articles stipulate that shareholders who abuse their rights may be held liable for damages [15] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with the annual meeting occurring within six months after the end of the fiscal year [20] - Shareholder meetings can be conducted in person or via electronic communication, and all shareholders have the right to attend and vote [20][21] - Proposals for shareholder meetings must be submitted in writing and must comply with legal and regulatory requirements [25][26] Financial Assistance and Transactions - The company cannot provide financial assistance for acquiring its own shares, except under specific conditions approved by the board of directors [5][6] - Any significant transactions, such as asset purchases or sales exceeding 30% of the company's total assets, must be approved by the board and submitted to the shareholders for approval [49][50]