Net263(SZ:002467) Xin Lang Cai Jing·2025-08-29 13:27Core Viewpoint - The recent release of the updated company charter by Net263 Ltd. outlines detailed regulations regarding the organization and behavior of the company, shareholders and shareholder meetings, and the board of directors, providing a solid institutional guarantee for the company's standardized operation and long-term development [1][12]. Company Basic Information - Net263 Ltd. was established with the approval of the Beijing Municipal Government's Economic System Reform Office and was listed on the Shenzhen Stock Exchange on September 8, 2010. The registered capital is RMB 1,375,371,873 [2]. Share Issuance and Custody - The company issues shares in the form of stocks with a par value of RMB 1 per share, and all shares are held in centralized custody by the Shenzhen branch of China Securities Depository and Clearing Co., Ltd. The total number of shares is 1,375,371,873, all of which are ordinary shares [3]. Share Capital Increase and Repurchase - The company can increase capital through various methods as decided by the shareholders' meeting, including issuing shares to unspecified or specified objects, distributing bonus shares, or converting reserves into capital. The company generally cannot repurchase its own shares except in specific circumstances [4]. Share Transfer Restrictions - Shares can be transferred legally, but the company's stock cannot be used as collateral. Founders' shares cannot be transferred within one year from the company's establishment, and shares issued before public offering cannot be transferred within one year from the date of listing [5]. Shareholder Rights and Obligations - Shareholders have rights to dividend distribution, participation in shareholder meetings, and supervision of company operations, while also being obligated to comply with laws and the company charter [6]. Shareholder Meeting Authority and Convening - The shareholder meeting is the company's authority body, responsible for electing and replacing directors, approving board reports, and profit distribution plans. Annual meetings must be held within six months after the end of the previous fiscal year [7]. Shareholder Meeting Proposals and Voting - Proposals can be made by the board, audit committee, or shareholders holding more than 1% of shares. Resolutions require a simple majority for ordinary resolutions and a two-thirds majority for special resolutions [8]. Board of Directors Composition and Authority - The board consists of seven directors, including three independent directors. The board is responsible for convening shareholder meetings, executing resolutions, and determining the company's operational plans [9]. Senior Management Responsibilities - Senior management, including the president, vice presidents, financial officer, and board secretary, is appointed by the board and must adhere to laws and the company charter, bearing responsibility for any losses caused by violations [10]. Financial Accounting and Profit Distribution - The company must establish a financial accounting system according to laws and regulations, submitting annual reports within four months after the fiscal year-end. The profit distribution policy prioritizes cash dividends, with at least 10% of distributable profits allocated for cash distribution each year [11][12].