珠海中富新章程获批，明确多项公司治理规则

Core Viewpoint - Zhuhai Zhongfu Industrial Co., Ltd. has approved a new company charter at its 2025 second extraordinary general meeting, which details regulations on organizational structure, management, share issuance and transfer, and shareholder rights [1] Company Overview and Development History - Zhuhai Zhongfu was established in 1990 through a fundraising method and has undergone multiple restructurings, becoming a foreign-invested joint-stock company and a listed company [2] - The company initially issued 175,000 shares of RMB ordinary stock with a par value of 100 yuan, and in December 1996, it listed 28,875,000 RMB domestic shares on the Shenzhen Stock Exchange with a par value of 1 yuan [2] - The registered capital of the company is 1,285.70252 million yuan, located at No. 780, Lianfeng Road, Xiangzhou District, Zhuhai [2] Business Purpose and Scope - The company's business purpose is to adapt to market economic development through shareholding reform, transforming into an independent operating entity that creates satisfactory returns for shareholders [3] - The business scope includes licensed and general projects, covering food packaging, beverage production, mold manufacturing, and plans to expand into cross-provincial and international operations [3] Share Regulations - The company has issued a total of 1,285.70252 million shares, all of which are ordinary shares [4] - The company or its subsidiaries are generally prohibited from providing financial assistance for others to acquire its shares, with exceptions that limit total assistance to no more than 10% of the issued share capital [4] - The company can increase or decrease registered capital based on operational needs, and share repurchases must comply with specific conditions and procedures [4] Shareholders and Shareholders' Meeting - The company maintains a shareholder register based on securities registration and settlement institution certificates, with shareholders enjoying rights and obligations according to their shareholding categories [5] - The shareholders' meeting is the company's authority body, consisting of annual and extraordinary meetings, with the annual meeting held once a year and extraordinary meetings convened under specific circumstances [5] - The shareholders' meeting can make resolutions on various significant matters, with certain external guarantee actions requiring approval [5] Board of Directors - Directors are elected or replaced by the shareholders' meeting, serving a term of three years, with the possibility of re-election [6] - The board consists of six directors, including one chairman and one to two vice-chairmen, responsible for convening shareholders' meetings and executing resolutions [6] - The company has independent directors and specialized committees, with independent directors required to maintain independence, and the audit committee exercising supervisory functions [6] Senior Management - The company has one general manager and one to three deputy general managers, with appointments and dismissals decided by the board of directors [7] - The general manager is accountable to the board and exercises various production and operational management powers, needing to formulate work guidelines [7] Financial Accounting and Auditing - The company has established a financial accounting system and is required to submit and disclose annual and interim reports [8] - Profit distribution can be in cash, stock, or a combination of both, with at least one dividend distribution per year under certain conditions [8] - An internal audit system is implemented, with an accounting firm hired for auditing, and the hiring and dismissal are decided by the shareholders' meeting [8] Mergers, Divisions, and Other Matters - Mergers, divisions, capital increases, reductions, dissolutions, and liquidations must follow prescribed procedures, with creditors notified and announcements made during mergers or divisions [9] - The approval of the new charter will provide strong support for the standardized operation and long-term development of Zhuhai Zhongfu, helping the company better adapt to market changes and protect the legal rights of shareholders and other stakeholders [9]