首旅酒店: 北京首旅酒店（集团）股份有限公司章程

General Provisions - The company is established in accordance with the Constitution of the People's Republic of China, the Company Law, and the Securities Law, among other regulations [1] - The company was registered in Beijing and obtained its business license in June 2000, with 70 million RMB ordinary shares listed on the Shanghai Stock Exchange [1] - The legal representative of the company must be determined within 30 days of resignation, and the company bears civil liability for actions taken by the legal representative [1] Rights and Obligations - The articles of association serve as a legally binding document for the company, shareholders, directors, and senior management [2] - Shareholders have the right to sue each other, as well as the company’s directors and senior management [2] Business Objectives and Scope - The company aims to enhance capital operation functions and contribute to the development of the tourism industry in China [4] - The business scope includes commercial property leasing, tourism services, product development and sales, and various consulting services [4] Share Issuance - The company can issue shares under the same conditions and price for each share in the same category [5] - The company’s founding shareholders contributed both cash and operational assets, with the total number of shares subscribed reaching 16 million [5] Share Transfer and Restrictions - Company directors and senior management must declare their shareholdings and are restricted in transferring shares during their tenure [7] - Shares held by directors and senior management cannot be transferred within one year of the company's stock listing [7] Share Buyback - The company may repurchase its shares under specific conditions, including capital reduction and employee stock ownership plans [10][11] Shareholders and Shareholder Meetings - Shareholders have rights proportional to their shareholdings, including profit distribution and the right to attend and vote at shareholder meetings [12] - The company must maintain a record of major shareholders and their shareholding changes [12] Shareholder Proposals and Notifications - Shareholders holding more than 1% of shares can propose temporary proposals 10 days before a shareholder meeting [27] - The company must notify shareholders of meeting details, including time, location, and agenda [31] Voting and Resolutions - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval from attending shareholders [38] - The company must provide a platform for online voting to facilitate shareholder participation [40]