*ST天茂: 天茂集团公司章程（202508）

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and Securities Law of the People's Republic of China [2] - The company aims to maintain the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [1] - The registered capital of the company is RMB 4,904,139,165 [3] Chapter Summaries Chapter 1: General Provisions - The articles of association serve as a legally binding document for the company, shareholders, directors, and senior management [4] - The company is a permanent joint-stock limited company [3] Chapter 2: Business Objectives and Scope - The company's business objectives emphasize modernization, group development, and internationalization to benefit all shareholders [13] - The approved business scope includes import and export of goods and technology, production and sales of chemical products, and sales of building materials [14] Chapter 3: Shares - The company issues shares in the form of stocks, ensuring equal rights for each share of the same category [15][16] - The total number of issued shares is 4,904,139,165, all of which are ordinary shares [6] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, request meetings, supervise operations, and transfer their shares [33] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [47] Chapter 5: Directors and Board of Directors - The chairman of the board serves as the legal representative of the company [8] - The board of directors is responsible for the overall management and decision-making of the company [8] Chapter 6: Senior Management - Senior management includes the general manager, deputy general managers, board secretary, and financial officer [4] Chapter 7: Financial Accounting System, Profit Distribution, and Audit - The company must establish a financial accounting system and conduct internal audits [7] Chapter 8: Notices and Announcements - The company is required to issue notices and announcements in accordance with legal regulations [8] Chapter 9: Merger, Division, Capital Increase, Decrease, Dissolution, and Liquidation - The company can increase or decrease capital based on shareholder resolutions and legal regulations [22] Chapter 10: Amendment of Articles - Amendments to the articles of association require approval from the shareholders' meeting [32] Chapter 11: Supplementary Provisions - The articles of association include provisions for the rights and obligations of shareholders and the company [4]