General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [2][3] - The company is established as a joint-stock company in accordance with the "Regulations on Joint Stock Companies" and has completed the necessary registration procedures [2][3] - The company was approved for its initial public offering of 60 million shares in 1997, all of which were issued to domestic investors [3] Company Structure - The registered capital of the company is RMB 30.346 billion [3] - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3] Business Objectives and Scope - The company's business objectives include lawful operation, scientific management, and providing quality products and services to maximize economic benefits for shareholders [5] - The business scope includes real estate development, urban infrastructure investment, education-related industries, high-tech project development, and various other investments [5] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [6] - The company has issued a total of 3,034.636384 million shares, all of which are ordinary shares [6] - The company may increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, as well as the right to request the convening of shareholder meetings [10][11] - Shareholders must comply with laws and the company's articles of association, and they are liable for losses caused by the abuse of their rights [17] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [21][22] - Shareholder meetings require a quorum and decisions are made based on the majority of voting rights present [79][80] - The company must provide legal opinions on the validity of the meeting procedures and the qualifications of attendees [50] Board of Directors and Management - The board of directors is responsible for the company's operations and must report to the shareholders [73] - Directors and senior management are required to attend shareholder meetings and respond to inquiries from shareholders [70] Legal Compliance and Dispute Resolution - The company must comply with legal obligations and disclose information as required by law [13] - Shareholders have the right to initiate legal proceedings if the board fails to act on their requests [15]
苏宁环球: 公司章程(2025年8月)