绿地控股: 绿地控股公司章程

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2] - The company was approved by the Shanghai Municipal Government and registered with the Shanghai Market Supervision Administration [2] - The company was listed on the Shanghai Stock Exchange on March 27, 1992, with an initial public offering of 70.6318 million shares [2] Company Objectives and Scope - The company's business objective is to seize structural and trend opportunities in China's economic development, promote industrial upgrading, and create value for shareholders [4] - The registered capital of the company is RMB 14,054,218,314 [3] - The company's business scope includes industrial investment, real estate development, hotel management, and urban rail transit engineering [4] Shares - The company's shares are issued in the form of stocks, with each share having equal rights [5] - The total number of shares issued by the company is 14,054,218,314, all of which are ordinary shares [5] - The company may increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [6] Shareholders and Shareholder Meetings - The company establishes a shareholder register based on the certificates provided by the securities registration and settlement institution [10] - Shareholders have rights to dividends, request meetings, supervise company operations, and transfer their shares [10] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [17] Board of Directors and Management - The chairman of the board serves as the legal representative of the company [3] - The company has provisions for independent directors and specialized committees within the board [5] - Senior management includes the president, executive president, vice presidents, and financial director [4] Financial Accounting and Auditing - The company must establish a financial accounting system and conduct internal audits [4] - The appointment of accounting firms is subject to approval by the shareholder meeting [4] Amendments and Notifications - The company can amend its articles of association as needed, following legal procedures [2] - Notifications regarding shareholder meetings must include details such as time, location, and agenda [22] Share Transfer and Repurchase - Shares must be transferred in accordance with the law, and the company does not accept its shares as collateral [8] - The company may repurchase its shares under specific circumstances, such as reducing registered capital or for employee stock ownership plans [6][7] Legal Obligations and Rights - Shareholders must comply with laws and the company's articles of association, and they are liable for any damages caused by abusing their rights [14] - The company is responsible for civil liabilities arising from the actions of its legal representative [3]