山西高速: 公司章程

Core Points - The company aims to establish a modern corporate system to protect the rights and interests of shareholders, employees, and creditors while ensuring the preservation and appreciation of state-owned assets [2][4] - The company was established as a joint-stock company in accordance with the Company Law and other relevant regulations, with a registered capital of RMB 1,467.31 million [2][6] - The company is committed to the leadership of the Communist Party of China and integrates party organizations into its corporate governance structure [4][11] Company Structure - The company is a permanent joint-stock company with a legal representative who is either a director or manager [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][10] - The company has established a party committee and a disciplinary inspection committee to conduct party activities and ensure compliance with regulations [4][11] Business Objectives and Scope - The company's business objective is to develop highways and related industries while creating value for shareholders [5][16] - The registered business scope includes the maintenance and consulting services for high-grade highways, bridges, tunnels, and related infrastructure projects [5][16] Share Issuance and Capital Management - The company has issued a total of 1,467,310,196 shares, with various rounds of public offerings and private placements since its establishment [7][10] - The company adheres to principles of fairness and transparency in share issuance, ensuring equal rights for shareholders of the same class [18][19] - The company can increase its capital through various methods, including issuing shares to unspecified objects or specific targets [24][30] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and supervise the company's operations [35][36] - The company has established rules to prevent shareholders from abusing their rights to the detriment of the company or other shareholders [41][42] - Shareholders holding more than 5% of the voting shares must report any pledges of their shares to the company [46][47] Governance and Decision-Making - The company’s board of directors is responsible for convening shareholder meetings and making decisions on significant matters such as profit distribution and capital changes [26][27] - Major transactions and external guarantees exceeding certain thresholds require approval from the shareholders' meeting [48][49] - The company has mechanisms in place to ensure compliance with legal and regulatory requirements during decision-making processes [54][55]