SOPO(SH:600746) Xin Lang Cai Jing·2025-09-05 12:31Core Viewpoint - Jiangsu Sop Chemical Co., Ltd. has released its 2025 version of the Articles of Association, detailing regulations on organizational behavior, operational objectives, share management, shareholders, and the board of directors [1] Share Regulations - The company follows principles of openness, fairness, and justice in share issuance, with all shares having equal rights. The total number of shares issued is 1,167,842,884, all of which are ordinary shares [2] - The company can increase capital through various methods, including issuing shares to unspecified or specified objects, distributing bonus shares, and converting reserves into share capital. The company is prohibited from repurchasing its own shares except in specific circumstances [2] - Shares must be transferred legally, and shares issued before public offering cannot be transferred within one year of listing. Directors and senior management can only transfer up to 25% of their shares annually during their tenure [2] Shareholders and Shareholder Meetings - The company maintains a shareholder register based on certificates provided by the securities registration and settlement institution. Shareholders have rights to dividend distribution, participate in meetings, and supervise company operations [3] - The shareholder meeting is the company's authority body, responsible for electing directors and approving profit distribution plans. Annual meetings are held once a year, while temporary meetings are convened within two months under specific circumstances [3] - Resolutions can be ordinary or special, requiring a majority or two-thirds approval, respectively. Related shareholders cannot vote on transactions involving conflicts of interest [3] Board of Directors - The board consists of nine directors, with at least five being external directors. The board is responsible for strategy, decision-making, and risk management [4] - The chairman and vice-chairman are elected by a majority of the board. The board must meet at least twice a year, and shareholders holding more than 1/10 of voting rights can propose temporary meetings [4] - Independent directors must maintain independence and have special rights, including hiring intermediaries and proposing temporary shareholder meetings. The board has specialized committees for auditing, strategy, nominations, and compensation [4] Other Important Regulations - The company has one manager appointed by the board, responsible for daily operations. An internal audit system is in place, reporting to the board [5] - The profit distribution policy prioritizes reasonable returns to investors while ensuring sustainable development, with cash dividends being the preferred method [5] - Amendments to the Articles of Association require shareholder approval and must comply with legal regulations [6]