云天化: 云南云天化股份有限公司章程

Core Points - The company is a state-owned enterprise established in accordance with Chinese laws and regulations, with a registered capital of RMB 1,822,990,731 [3][4] - The company was approved by the Yunnan Provincial Government and registered with the Yunnan Provincial Administration for Industry and Commerce [3] - The company issued 100 million shares of ordinary stock to the public, with 90 million shares listed on the Shanghai Stock Exchange in July 1997 and 10 million shares listed in January 1998 [3][4] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [4][6] - The legal representative must be determined within 30 days of resignation [6] - The company’s assets are divided into equal shares, and shareholders are liable only to the extent of their shares [6][9] Business Objectives and Scope - The company's business objective is to adhere to national industrial policies, ensuring asset preservation and appreciation while providing satisfactory returns to shareholders [7][8] - The business scope includes the production and sale of fertilizers, chemical raw materials, new materials, and various other products [8] Share Issuance and Management - The company issues shares in a public, fair, and just manner, with each share having a par value of RMB 1 [9][10] - The total number of shares issued is 1,822,990,731, all of which are ordinary shares [9][10] - The company can provide financial assistance for acquiring its shares under specific conditions, not exceeding 10% of the total issued capital [10][11] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and regulations [15][41] - Shareholders holding more than 5% of voting shares must report any pledging of their shares [43] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting, which is the highest authority [48] - The shareholder meeting has the authority to elect directors, approve financial reports, and make decisions on capital increases or decreases [48][49] - Decisions require a simple majority for ordinary resolutions and a two-thirds majority for special resolutions [82][84] Legal Compliance and Supervision - The company is subject to supervision under the Chinese Anti-Corruption Law and must comply with relevant regulations [11][12] - The company must disclose information regarding significant events and comply with legal requirements for shareholder meetings [18][19]