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中国中冶: 中国中冶公司章程(2025年6月修订)
Zheng Quan Zhi Xing·2025-06-30 16:44

General Information - The company is named Metallurgical Corporation of China Ltd., established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [1][2] - The company was approved by the State-owned Assets Supervision and Administration Commission and registered on December 1, 2008, with a unified social credit code [1][2] Company Structure - The company is represented by a legal representative, typically the chairman or president, elected by the board of directors [2] - 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 [2][3] Business Objectives and Scope - The company's business objectives include compliance with laws, enhancing asset value, and achieving economic and social benefits [4] - The business scope includes engineering consulting, design, equipment leasing, and the development and sale of metallurgical equipment and materials [4][5] Share Capital and Stock Issuance - The company issues shares in the form of stocks with a nominal value of RMB 1 per share [12] - The total number of ordinary shares authorized for issuance is 13 billion, with the founding shareholders holding 12.87 billion shares [7] - The company completed its initial public offering of 3.5 billion shares in September 2009, raising its registered capital to RMB 16.5 billion [7][8] Shareholder Rights and Obligations - Shareholders have the right to receive dividends, attend shareholder meetings, and supervise company operations [17][41] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as permitted by law [41][42] Governance and Decision-Making - The company’s board of directors is responsible for major decisions, including capital increases, profit distribution, and mergers [47][48] - Shareholder meetings can be called by the board or by shareholders holding at least 10% of the shares [51][56] Legal Compliance and Responsibilities - The company must adhere to legal requirements regarding external guarantees and cannot engage in transactions that exceed specified limits without shareholder approval [48][24] - Directors and senior management are accountable for their actions and can be held liable for damages caused to the company [19][20]