广晟有色金属股份有限公司公布2025年8月修订版公司章程

Core Viewpoint - Guangsheng Nonferrous Metals Co., Ltd. has recently released a revised company charter for August 2025, detailing regulations on organizational structure, management, share issuance and transfer, and financial accounting [1] Group 1: Share Issuance and Changes - All shares of the company are ordinary shares, and issuance follows principles of openness, fairness, and justice. The company can increase capital through various methods such as issuing shares to unspecified or specific objects, distributing bonus shares, and capital reserve transfers, subject to shareholder approval [2] - The company generally cannot repurchase its own shares, except in six specific circumstances, including capital reduction and mergers with other companies holding its shares [2] - Different restrictions apply to share transfers for various stakeholders, with specific limitations on the transfer of shares by founders, controlling shareholders, directors, and senior management [2] Group 2: Shareholder Rights and Responsibilities - Shareholders enjoy rights such as dividend distribution, participation in shareholder meetings, and supervision of company operations, while also being required to comply with laws and the company charter [3] - The shareholder meeting is the company's authority body, consisting of annual and temporary meetings, with specific powers including electing directors and approving major financial decisions [3] Group 3: Board of Directors and Management Responsibilities - The board of directors consists of nine members, including three independent directors, responsible for convening shareholder meetings and executing resolutions [4] - Senior management includes the president, vice presidents, board secretary, and financial director, who are appointed or dismissed by the board of directors [4] Group 4: Party Committee's Role - The company’s party committee is established with approval from higher-level party organizations, playing a leadership role in guiding major operational decisions and ensuring political construction within the enterprise [5] Group 5: Financial Accounting and Profit Distribution - The company establishes financial accounting systems in accordance with laws and regulations, ensuring timely reporting of annual and interim reports [6] - Profit distribution prioritizes reasonable returns to investors, with methods including cash dividends and stock dividends, subject to shareholder approval [6] - The revised charter also details regulations on mergers, divisions, capital increases, reductions, dissolution, and liquidation, ensuring structured operations and management [6]