德龙汇能: 章程（2025年9月）

Core Points - Delong Composite Energy Group Co., Ltd. is a publicly listed company established in 1989, with a registered capital of RMB 358,631,009.00 [1][2] - The company operates in the natural gas sector, focusing on urban pipeline gas development, gas trading, and related technical services [1][3] - The company aims to enhance sustainable development capabilities and improve economic efficiency to provide better returns for shareholders [1][3] Company Structure - The company is governed by a set of articles that define the rights and obligations of shareholders, directors, and senior management [3][4] - The legal representative of the company is the president, elected by the board of directors [1][3] - The company has a total of 358,631,009 shares issued, all of which are ordinary shares [4][5] Shareholder Rights and Responsibilities - 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 its entire assets [2][3] - Shareholders have the right to receive dividends, participate in meetings, and supervise the company's operations [9][10] - Shareholders must comply with laws and the company's articles, and they cannot withdraw their capital except as permitted by law [14][39] Capital Management - The company can increase its capital through various methods, including issuing new shares and distributing bonus shares [5][6] - The company is restricted from repurchasing its shares except under specific circumstances, such as capital reduction or employee stock ownership plans [6][7] - Any financial assistance provided for acquiring shares must not exceed 10% of the total issued capital [4][5] Governance and Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [50][51] - Shareholders holding more than 10% of the shares can request the board to convene an extraordinary meeting [56][57] - The board of directors is responsible for ensuring that meetings are conducted in accordance with legal and regulatory requirements [66][67] Financial Transactions and Disclosures - The company must disclose significant transactions, including those involving related parties, and obtain shareholder approval for transactions exceeding certain thresholds [48][49] - The company is required to maintain transparency in its financial dealings and ensure compliance with relevant laws and regulations [11][12]