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华森制药: 重庆华森制药股份有限公司章程(2025年4月)

General Information - Chongqing Pharscin Pharmaceutical Co., Ltd. was established as a joint-stock company in accordance with the Company Law of the People's Republic of China [2] - The company was registered with the Chongqing Market Supervision Administration and obtained its business license on September 22, 2017, with a registered capital of RMB 417.596314 million [2][3] - The company issued 40.06 million shares to the public and was listed on the Shenzhen Stock Exchange on October 20, 2017 [2][3] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3] - The legal representative's civil activities conducted on behalf of the company will have legal consequences for the company [3] - 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] Management and Governance - Senior management includes the general manager, deputy general managers, financial officer, and board secretary [4] - The company has established a party organization in accordance with the Communist Party of China regulations, which plays a leading role in governance [4] Business Objectives and Scope - The company's business objective is to promote national medicine and provide quality healthcare products [4] - The business scope includes the production of various pharmaceutical forms, including injections, tablets, and traditional Chinese medicine, as well as related consulting and technology transfer services [4][5] Share Issuance and Capital Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [6] - The total number of shares issued at the establishment was 300 million, with a par value of RMB 1 per share [6] - The company has a total of 417.596314 million shares issued, all of which are ordinary shares [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company governance [12] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed capital [40] - The company has provisions for shareholders to request the convening of a general meeting under certain conditions [52][57] Corporate Governance and Decision-Making - The general meeting of shareholders is the company's authority, responsible for electing directors and approving major corporate actions [46] - The company must hold an annual general meeting within six months after the end of the fiscal year [51] - Decisions regarding significant transactions and capital changes require shareholder approval [47][50] Financial Management and Investment - The company is required to disclose financial information and adhere to regulations regarding financial assistance and investments [21][49] - The company can engage in financial investments within approved limits and must disclose significant financial activities [48][49]