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天山股份: 天山材料股份有限公司章程(2025年7月)

General Provisions - Tianshan Material Co., Ltd. is established in accordance with the Company Law and Securities Law of the People's Republic of China [2] - The company was approved by the Xinjiang Uygur Autonomous Region government and registered with the local administration [2][3] - The registered capital of the company is RMB 7,110,491,694 [3] Company Structure - The chairman serves as the legal representative of the company, and the company must appoint a new legal representative within 30 days if the current one resigns [4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [6] Business Objectives and Scope - The company's business objective is to leverage its advantages in management, technology, talent, and capital to conduct high-quality and efficient operations for maximizing profits for shareholders [14] - The business scope includes the development, production, and sale of cement and related products, as well as various consulting and transportation services [7] Share Issuance - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [16] - The total number of ordinary shares approved for issuance is 129.46 million, with 79.46 million shares issued to founding shareholders, accounting for 61.38% of the total [20] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, request meetings, supervise company operations, and access company documents [34] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [40] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the fiscal year [50] - Shareholders holding more than 10% of shares can request a temporary meeting [51] Financial Assistance and Guarantees - The company must seek shareholder approval for financial assistance exceeding 10% of its latest audited net assets [49] - Any external guarantees exceeding 30% of the latest audited total assets must also be approved by shareholders [21]