承德露露: 公司章程

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations [1][2] - The registered capital of the company is RMB 1,052,554,074.00 [2] - The company aims to revitalize the national beverage industry, develop new technology products, and ensure satisfactory economic benefits for all shareholders [3][4] Company Structure - The company was approved for establishment by the Hebei Provincial Government on October 6, 1997, and registered on October 17, 1997 [1][2] - The company has a permanent existence as a joint-stock limited company [2] - The legal representative of the company is the executing director, who is determined by the board of directors [2][3] Share Issuance and Capital Structure - The company has issued a total of 1,052,554,074 shares, all of which are ordinary shares [5][6] - The shares are issued based on principles of openness, fairness, and justice, with equal rights for each share of the same category [5] - The company is not allowed to provide financial assistance for others to acquire its shares, except under specific circumstances [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request meetings and supervise the company's operations [14][16] - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except as legally permitted [40][41] - The company must maintain a shareholder register, which serves as proof of share ownership [14][15] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [48][52] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal requirements [52][53] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the shares [58][59] Voting and Resolutions - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [80][81] - Ordinary resolutions require a simple majority, while special resolutions require at least two-thirds of the votes [80][81] - The company must disclose voting results, especially for matters affecting minority investors [83][84]