广东高乐股份披露公司章程，明确多项关键规则与运作机制

Company Overview and Business Information - Guangdong Gaole Co., Ltd. transitioned from a limited liability company to a joint-stock company on January 18, 2002, and was listed on the Shenzhen Stock Exchange on February 3, 2010. The registered capital is RMB 947.2 million. The company's business purpose is profit-oriented, enhancing competitiveness, benefiting society, and providing returns to shareholders [2][7] - The company's business scope includes toy manufacturing and sales, intelligent robot research and sales, import and export of goods, and other general projects, as well as licensed projects such as packaging and printing [2] Share Management Rules - The company has issued 94.72 million shares, all of which are ordinary A-shares. The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for similar shares. The company can increase capital through various methods, including issuing shares to unspecified or specific objects, and can reduce registered capital following prescribed procedures [3] Shareholder and Shareholder Meeting Regulations - The company maintains a shareholder register based on certificates from the securities registration and settlement institution. Shareholders have rights to dividend distribution, request shareholder meetings, and supervise company operations, while also bearing obligations such as compliance with laws and regulations and paying share capital as agreed. The shareholder meeting is the company's authority, held annually and temporarily as needed [4] Board of Directors and Senior Management Structure - The board of directors consists of seven members, including three independent directors. The board has a chairman and a vice chairman, responsible for convening shareholder meetings, executing resolutions, and determining business plans. Specialized committees under the board include strategy and investment decision-making, audit, nomination, and remuneration and assessment committees [5] Financial and Audit System - The company has established a financial accounting system in accordance with regulations, submitting and disclosing annual, semi-annual, and quarterly financial reports on time. When distributing annual after-tax profits, 10% must be allocated to the statutory reserve fund, which can cease once it exceeds 50% of registered capital. The company prioritizes cash dividends for reasonable investor returns [6] Company Changes and Liquidation Rules - The company can merge through absorption or new establishment, and assets are divided accordingly during separation. Reducing registered capital requires notifying creditors and public announcements, while shareholders generally do not have preferential subscription rights when new shares are issued. In cases of dissolution, a liquidation process is required, with directors serving as liquidators [7]