Gemdale(SH:600383) Zheng Quan Zhi Xing·2025-06-09 13:19General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [1][2] - The company is established as a joint-stock company in accordance with the Company Law and other regulations [1] - The company was approved for its initial public offering of 90 million shares on January 15, 2001, and was listed on the Shanghai Stock Exchange on April 12, 2001 [1][3] - The registered capital of the company is RMB 4,514,583,572.00 [1][4] Corporate Governance - The company is a permanent joint-stock company, with the chairman serving as the legal representative [2][3] - In the absence of a chairman, the president will act as the legal representative until a new chairman is elected [2] - The legal representative's civil activities bind the company, and the company is liable for damages caused by the legal representative in the course of their duties [2][3] Business Objectives and Scope - The company's business objective is to enhance core competitiveness, expand the market, and provide excellent products and services to maximize shareholder value [4] - The company is engaged in real estate development, import and export business, and information consulting [4] Shares and Capital Structure - The company's shares are issued in the form of stocks, with all shares of the same category having equal rights [4][5] - The total number of issued shares is 4,514,583,572, with a par value of RMB 1 per share [5][6] - The company may increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise management, and transfer their shares [9][10] - Shareholders must comply with laws and the company's articles of association, and they are liable for damages caused by abusing their rights [15][16] - The company must maintain a shareholder register based on records from the securities registration and settlement institution [9][10] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the fiscal year [50][51] - Shareholder meetings must be convened at the company's registered address or a specified location, with provisions for online voting [52][53] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and procedural requirements [54][55] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [82][83] - Certain transactions and financial assistance must be approved by the shareholder meeting if they exceed specified thresholds [18][19]