Ming Jewelry(SZ:002574) Xin Lang Cai Jing·2025-10-29 11:50Core Viewpoint - The company has revised its Articles of Association to enhance corporate governance, equity management, and profit distribution, laying a solid foundation for sustainable development in the jewelry industry [1] Company Overview - The company, originally known as Shaoxing Riyuexing Jewelry Co., Ltd., transformed into a foreign-invested joint-stock company in 2009 and was listed on the Shenzhen Stock Exchange in April 2011 under the stock code 002574. It is located in Shaoxing, Zhejiang Province, with a registered capital of RMB 528 million, and its business scope includes the production and sale of gold, platinum, and diamond jewelry, as well as diversified services like gold investment consulting and leasing [2] Shareholding Structure and Share Management - The company has a share capital structure with a par value of RMB 1 per share, all shares are centrally custodied by China Securities Depository and Clearing Corporation Limited, Shenzhen Branch. The founding shareholders include nine entities, with Zhejiang Riyue Jewelry Group Co., Ltd. holding 71.39 million shares (39.66%) and Yongsheng International Investment Group Limited (Hong Kong) holding 70.03 million shares (38.90%). There are strict restrictions on share transfers, limiting directors and senior management to a maximum of 25% of their holdings annually during their tenure, and no transfers within six months after leaving [3] Corporate Governance Structure - The shareholders' meeting is the highest authority of the company, held annually with provisions for extraordinary meetings. Voting combines in-person and online methods, ensuring the rights of minority shareholders through cumulative voting for directors [4] Board of Directors Structure - The board consists of seven directors, including three independent directors (42.86%) and one employee director. It has specialized committees such as the audit committee, which is composed of three non-executive directors, with a majority being independent directors led by an accounting professional [5] Independent Director System - The Articles of Association stipulate an independent director system, requiring independent directors to maintain their independence and not hold more than 5% of the company's shares. They have special rights to independently hire intermediaries and propose shareholder meetings, with significant transactions requiring prior approval from independent directors [6] Financial and Profit Distribution Policy - The company adopts a stable profit distribution policy, prioritizing cash dividends. It commits to distributing no less than 10% of the annual distributable profit in cash and ensuring that cumulative cash dividends over three years are at least 30% of the average distributable profit. If no cash dividend proposal is made despite profits, the board must explain the reasons and intended use of funds [7] Risk Control and Compliance Management - The Articles of Association set strict approval procedures for external guarantees, requiring board approval for guarantees exceeding 10% of the latest audited net assets or for entities with a debt ratio over 70%. The company cannot provide guarantees for shareholders or related parties without majority approval from other shareholders. Transactions with related parties exceeding certain thresholds must be reviewed by the board or submitted for shareholder approval [8]