凯美特气: 公司章程（2025年7月）

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][2] - The registered capital of the company is RMB 695.347901 million [1] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 20 million shares on February 18, 2011 [1] Chapter 1: General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [1] - The company is registered in Yueyang City and has a unified social credit code [1] - The articles of association become legally binding upon effectiveness, governing the rights and obligations between the company and its stakeholders [2][10] Chapter 2: Business Objectives and Scope - The company's business objective is to enhance core competitiveness through scientific management, providing quality products and services, and creating value for society [4] - The business scope includes air pollution control, sales of electronic materials, food additives, and various technical services [4] Chapter 3: Shares Section 1: Share Issuance - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [5] - The total number of shares issued is 695.347901 million, all of which are ordinary shares [6] Section 2: Share Increase, Decrease, and Repurchase - The company can increase capital through various methods, including issuing shares to unspecified or specific objects [8] - The company is prohibited from repurchasing its shares except under specific circumstances, such as capital reduction or employee stock plans [8][10] Section 3: Share Transfer - Shares must be transferred in accordance with the law, and shares held by founders cannot be transferred within one year of the company's establishment [12][28] Chapter 4: Shareholders and Shareholders' Meeting Section 1: Shareholders - The company maintains a shareholder register based on records from the securities registration agency [12] - Shareholders have rights to dividends, attend meetings, supervise operations, and access company documents [12][13] Section 2: Control Shareholders and Actual Controllers - Control shareholders and actual controllers must exercise their rights in compliance with laws and regulations, ensuring the interests of the listed company are maintained [41][42] Section 3: General Provisions of Shareholders' Meeting - The shareholders' meeting is the company's authority body, responsible for electing directors, approving reports, and making significant decisions [45][46] Section 4: Proposals and Notifications for Shareholders' Meeting - Proposals must fall within the authority of the shareholders' meeting and be submitted in a timely manner [57][58] Section 5: Conducting the Shareholders' Meeting - The meeting must be conducted in an orderly manner, with provisions for attendance and voting [63][64] Section 6: Voting and Resolutions of the Shareholders' Meeting - Resolutions can be ordinary or special, with specific voting thresholds required for different types of decisions [79][80]