YJFC(SH:600265) Xin Lang Cai Jing·2025-09-26 10:54Core Points - Yunnan Jinggu Forestry Co., Ltd. has released its company charter for September 2025, detailing regulations for organization and operations to protect the rights of the company, shareholders, and creditors [1] - The company was established in 1999 with approval from the Yunnan provincial government and was listed on the Shanghai Stock Exchange in 2000, with a registered capital of 129.8 million yuan and a total of 129.8 million shares [1] Business Objectives and Scope - The company relies on technology to pursue high-quality, high-yield, efficient, and sustainable development, with a wide range of operations including import and export of forest chemical products, production, and manufacturing of engineered wood, and forest resource cultivation [2] - The company adheres to principles of openness, fairness, and justice in share issuance, with restrictions on financial assistance for acquiring shares and limitations on the transfer of shares held by directors and executives [2] - Capital can be increased or decreased through various methods, and share buybacks are allowed under specific circumstances, with strict decision-making procedures [2] - The company can implement stock incentive plans, which require special resolutions from the shareholders' meeting and legal opinions from law firms [2] Corporate Governance Structure - Shareholders have rights and obligations based on shareholding categories, with detailed regulations on the procedures for convening, proposing, notifying, and voting at shareholders' meetings [3] - The board of directors consists of seven members and is responsible for convening shareholders' meetings, executing resolutions, and determining business plans, with established rules for board meetings [3] - Independent directors must maintain independence and fulfill their duties, with the board having specialized committees for audit, strategy and investment, nomination, and remuneration [3] - The general manager and senior executives are appointed by the board and are subject to similar restrictions and obligations as directors [3] Financial, Profit Distribution, and Audit - The company has established a financial accounting system in accordance with regulations and discloses periodic reports [4] - Profit distribution policies include the order of reserve fund extraction and profit distribution, along with decision-making mechanisms and adjustment procedures [4] - An internal audit system is in place, with the internal audit institution reporting to the board and being supervised by the audit committee [4] - The shareholders' meeting decides on the hiring and dismissal of accounting firms [4] Other Important Matters - Notifications can be issued through various means, and specific media and websites are designated for announcements [4] - Clear regulations exist for company mergers, divisions, capital increases, reductions, dissolution, and liquidation [4] - Amendments to the charter require resolutions from the shareholders' meeting and must comply with approval and registration procedures [4]