延江股份: 关于修订《公司章程》的公告

Core Viewpoint - The company, Xiamen Yanjing New Materials Co., Ltd., has revised its Articles of Association to optimize its governance structure and align with updated legal regulations [1][2][3]. Summary by Sections Company Overview - The company is established as a joint-stock company in accordance with the Company Law and other relevant regulations, inheriting all assets, liabilities, and business from Xiamen Yanjing Industry and Trade Co., Ltd. [2]. Governance Structure - The revised Articles of Association aim to protect the legal rights of the company, shareholders, employees, and creditors, and to standardize the company's organization and behavior [1][3]. - 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 [2]. Shareholder Responsibilities - Shareholders are liable for the company's debts only to the extent of their subscribed shares, and the company is responsible for its debts with all its assets [3][4]. - The Articles of Association serve as a binding document for the organization and behavior of the company, shareholders, directors, and senior management [4][5]. Share Issuance and Rights - The issuance of shares must adhere to principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [5][6]. - The company may increase capital through various methods, including public offerings and private placements, subject to shareholder approval [6][7]. Share Transfer and Pledge - Shares can be transferred in accordance with the law, but the company does not accept its own shares as collateral [7][8]. - Founders' shares cannot be transferred within one year of the company's establishment, and directors and senior management have restrictions on share transfers during their tenure [8][9]. Shareholder Rights - Shareholders have rights to dividends, attend meetings, supervise company operations, and request information [11][12]. - Shareholders holding more than 5% of shares must report any share pledges to the company [19]. Decision-Making and Legal Compliance - The company must hold a temporary shareholders' meeting under specific circumstances, such as when the number of directors falls below legal requirements or when significant losses occur [24][25]. - Legal opinions must be obtained for the validity of meetings and resolutions, ensuring compliance with laws and regulations [25][26]. Audit and Accountability - The audit committee and shareholders have the right to propose temporary meetings and must notify the board of directors [27][28]. - Shareholders can initiate legal action if the board fails to act on requests to protect the company's interests [30].