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水羊股份: 公司章程(2025年7月)

General Provisions - The company, SYoung Group Co., Ltd., was established in accordance with the Company Law of the People's Republic of China and is registered with a capital of RMB 390 million [1][2] - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [1] - The company is a permanent joint-stock company and has a unified social credit code [1][2] Business Objectives and Scope - The company's mission is to allow humanity to enjoy skin beauty and aims to become one of the top ten beauty companies globally [3] - The business scope includes software sales, IT consulting, cosmetics retail, household appliance sales, and biotechnology development, among others [3] Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [5] - The total number of shares issued by the company is 39,000.4140 million shares, all of which are ordinary shares [5][6] - The company adheres to principles of fairness and equality in share issuance, ensuring that all shares of the same category have equal rights [5] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, attend meetings, supervise the company's operations, and transfer their shares [11][12] - Shareholders must comply with laws and regulations, pay their subscribed capital, and cannot withdraw their capital except as legally permitted [15] - Shareholders holding more than 5% of shares must declare their shareholdings and are subject to restrictions on share transfers within specified periods [9][10] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the fiscal year [49] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of shares [55][56] - The notice for shareholder meetings must include details such as time, location, and agenda, and must be sent out in advance [62][63] Financial Assistance and Transactions - The company can provide financial assistance to its subsidiaries under certain conditions, and any financial assistance exceeding 10% of the latest audited net assets must be approved by the board and shareholders [46][21] - Major transactions involving assets exceeding 30% of the latest audited total assets require shareholder approval [47][22] - Related party transactions must be disclosed and may require independent approval if they exceed specified thresholds [24][20]