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延江股份: 公司章程(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-27 16:14
Core Points - The company is Xiamen Yanjan New Material Co., Ltd, established as a joint-stock company under Chinese law, inheriting all assets, liabilities, and business from Xiamen Yanjan Industry and Trade Co., Ltd [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 25 million shares, listed on the Shenzhen Stock Exchange on June 2, 2017 [3][4] - The registered capital of the company is RMB 332.764105 million [3][4] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3][4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3][4] Business Objectives and Scope - The company's business objective is to assist clients in establishing competitive advantages and realizing customer value [4] - The business scope includes new material technology promotion, plastic products manufacturing and sales, textile products manufacturing and sales, import and export of goods and technology, property management, and equipment leasing [4] Share Issuance and Management - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [5][6] - The company has issued a total of 332.764105 million shares, all of which are ordinary shares [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends and other benefits proportional to their shareholdings, and they can request meetings, supervise operations, and transfer their shares [12][13] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [16][17] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholders' meeting, which are responsible for major decisions such as profit distribution, capital changes, and company mergers [19][20] - Shareholders' meetings can be regular or temporary, with specific procedures for calling and conducting meetings [22][23] Financial Management and External Guarantees - The company must seek shareholder approval for external guarantees that exceed certain thresholds related to its net assets [20][21] - The board of directors must review and approve any external guarantees before they are presented to the shareholders' meeting [20][21]