华阳股份: 山西华阳集团新能股份有限公司章程（2025年8月）

Core Points - The company aims to establish a modern corporate system to protect the rights and interests of shareholders, employees, and creditors while ensuring the preservation and appreciation of state-owned assets [1] - The company adheres to the leadership of the Communist Party of China and has established a Party Committee and a Discipline Inspection Committee within its governance structure [1] - The company was established as a joint-stock limited company approved by the Shanxi Provincial Government and listed on the Shanghai Stock Exchange in 2003 [2][3] Company Structure - The company is named Shanxi Huayang Group New Energy Co., Ltd., with a registered capital of RMB 3,607,500,000 [4][5] - The company has a total of 360,750 million shares issued, all of which are ordinary shares [6][7] Business Objectives and Scope - The company's business objective is to actively develop products and markets using advanced international management practices to achieve success in market competition and provide satisfactory economic returns to shareholders [4] - The company's business scope includes coal mining, equipment leasing, automobile sales (excluding passenger cars), electric power production and sales, solar power generation, and various other energy-related activities [4][5] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [6][7] - The company has regulations in place regarding the transfer of shares, including restrictions on the transfer of shares held by directors and senior management within specified timeframes [9][10] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participation in shareholder meetings, and the ability to supervise the company's operations [11][12] - Shareholders are obligated to not withdraw their capital and must not abuse their rights to harm the interests of the company or other shareholders [15][16] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting, which are responsible for major decisions such as profit distribution, capital increases, and mergers [19][20] - The company requires shareholder approval for significant external guarantees and transactions exceeding certain thresholds [21][22] Meeting Procedures - The company holds annual and temporary shareholder meetings, with specific procedures for notification, proposal submission, and voting [23][24] - The company ensures that all meetings are documented accurately, including attendance and voting results [35][36]