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中闽能源发布2025版公司章程,明确多项重要事项

Company Overview - Zhongmin Energy Co., Ltd. was established with the approval of the Fujian Provincial People's Government and was listed on the Shanghai Stock Exchange on June 2, 1998, with a registered capital of RMB 1,902.996143 million [2] - The company focuses on clean energy development, including wind power generation, energy investment, and electricity production, aiming to become a "first-class clean energy enterprise" [2] Share Issuance Regulations - The company follows principles of openness, fairness, and justice in share issuance, with shares stored in the China Securities Depository and Clearing Corporation Limited [3] - Share capital can be increased through shareholder resolutions, including issuing shares to unspecified or specific objects, distributing bonus shares, and capitalizing reserves [3] - The company generally does not repurchase its own shares, except under specific circumstances such as capital reduction or mergers [3] Shareholder Rights and Responsibilities - Shareholders have rights to dividend distribution, participation in shareholder meetings, and supervision of company operations, while also adhering to laws and the company's articles of association [4] - The shareholder meeting is the company's authority body, responsible for electing directors, approving financial budgets, and deciding on mergers and divisions [4] Corporate Governance Structure - The company has established a Party Committee and Discipline Inspection Commission, with the Party Committee discussing and deciding on major company matters [5] - The board of directors consists of nine members and is responsible for convening shareholder meetings and executing resolutions [5] - Independent directors, comprising at least one-third of the board, are required to maintain independence and fulfill their duties diligently [5] Financial Accounting and Profit Distribution - The company adheres to established financial accounting systems and timely reporting of annual and interim reports [6] - Profit distribution prioritizes cash dividends, with annual implementation and potential mid-term cash dividends if conditions allow [6] Mergers, Divisions, and Liquidation - Mergers can be conducted through absorption or new establishment, with necessary procedures including notifying creditors and public announcements [7] - In cases of dissolution, a liquidation team composed of directors is responsible for clearing company assets and notifying creditors [7]