电气风电: 公司章程（修订后草案）

Core Points - The article outlines the articles of association for Shanghai Electric Wind Power Group Co., Ltd., detailing the company's legal framework, governance structure, and operational guidelines [4][5][6]. Company Overview - The company is established as a joint-stock limited company in accordance with the Company Law and Securities Law of the People's Republic of China [4][5]. - The registered capital of the company is RMB 1,333,333,400.00 [5]. - The company was approved by the Shanghai Stock Exchange on November 19, 2020, and publicly issued 533,333,400 shares of common stock in 2021 [4][5]. Governance Structure - The company has a board of directors, with the chairman serving as the legal representative [5][6]. - The company is required to establish a party organization in accordance with the regulations of the Communist Party of China, ensuring the party's leadership role in the company's operations [4]. Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [8][9]. - The total number of shares issued by the company is 1,333,333,400, with a par value of RMB 1 per share [9][10]. - The company is prohibited from providing financial assistance for others to acquire its shares, except under specific conditions [9][10]. Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting on significant corporate matters [16][20]. - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except as permitted by law [20][21]. Shareholder Meetings - The company must hold an annual general meeting within six months after the end of the fiscal year [26]. - Special meetings can be convened under certain circumstances, such as when shareholders holding more than 10% of the shares request it [26][27]. - The company must provide notice of shareholder meetings, including details on the agenda and voting procedures [31][32]. Financial Management and Reporting - The company is required to disclose financial information and significant transactions to shareholders and regulatory bodies [18][24]. - Any external guarantees exceeding certain thresholds must be approved by the shareholders [24][25].