Core Viewpoint - Shanghai Lingang Holdings Co., Ltd. has released a new company charter in August 2025, detailing regulations on various aspects such as organization, operational objectives, shareholding, and board of directors. Company Basic Information and Operations - The registered capital of Shanghai Lingang Holdings Co., Ltd. is RMB 2,522,487,004, with a total of 2,522,487,004 shares, including 2,393,912,273 ordinary shares and 128,574,731 domestic listed foreign shares. The company's operational objective is to become a leading industrial park developer, operator, and service provider in China, with a business scope that includes park investment, development, and operation [2]. Share Regulations - The initiator of the company is Shanghai Automation Instrumentation Company, which subscribed for 158,861,000 shares. The company has clear regulations regarding share increases, decreases, repurchases, and transfers. Financial assistance for acquiring shares is generally prohibited, except for employee stock ownership plans, which can be authorized by the shareholders' meeting or board of directors, with a cumulative total not exceeding 10% of the issued share capital. Specific conditions limit the company's share repurchase, and there are clear regulations on the handling of repurchased shares [3]. Shareholders and Shareholders' Meeting - The company maintains a shareholder register based on securities registration agency certificates. Shareholders have rights such as dividend distribution and participation in shareholder meetings, while also bearing corresponding obligations. The shareholders' meeting is the company's authority body, divided into annual and temporary meetings, with decision-making power over significant matters, including the election of directors and financial plan reviews. Resolutions can be ordinary or special, requiring different voting rights for approval [4]. Board of Directors Regulations - The board of directors consists of 9 to 11 members, with the chairman and vice-chairman elected by a majority of the board. The board has multiple powers, including convening shareholder meetings and executing resolutions. It has established specialized committees such as the audit committee, strategy and ESG committee, nomination committee, and compensation and assessment committee, each with defined responsibilities. The board secretary is responsible for preparing shareholder and board meetings [5]. Party Committee and Senior Management - The company has established a party committee to lead and oversee major company matters. Senior management includes a president, executive vice presidents, and vice presidents, who must adhere to relevant appointment regulations and obligations of loyalty and diligence [6]. Financial and Profit Distribution - The company has developed a financial accounting system and is required to submit and disclose annual, interim, and quarterly reports. The profit distribution policy follows a principle of sustainability and stability, allowing for cash and stock distributions, with cash dividends prioritized. Cash dividends must meet specific conditions and have requirements regarding proportion and time intervals [7]. Other Important Matters - The company has clear regulations regarding mergers, divisions, capital increases, decreases, dissolution, and liquidation. Amendments to the charter must meet specific conditions. Additionally, the company has detailed provisions for notifications and announcements, internal audits, and the appointment of accounting firms [8].
上海临港控股股份有限公司发布新章程,明确多项重要规定