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南钢股份: 南京钢铁股份有限公司章程(2025年9月修订)

General Information - Nanjing Iron & Steel Co., Ltd. is established as a joint-stock company in accordance with the Company Law of the People's Republic of China [1] - The company was approved by the Jiangsu Provincial Government and registered with the Jiangsu Provincial Market Supervision Administration [1] - The company was listed on the Shanghai Stock Exchange on September 19, 2000, with an initial public offering of 120 million shares [1] Company Structure - The registered capital of the company is RMB 6,165,091,011 [1] - The company is a permanent joint-stock company, with the chairman acting as the legal representative [2] - 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 [2] Business Objectives and Scope - The company's business objectives are based on honesty, trustworthiness, and win-win cooperation [4] - The business scope includes black metal smelting and rolling processing, sales of steel products, production of coke and its by-products, investment and asset management in the steel industry, and various other related services [4] Share Issuance and Structure - The company's shares are issued in the form of stocks, with all shares of the same category having equal rights [5] - The total number of issued shares is 6,165,091,011, all of which are ordinary shares [5] - The company cannot provide financial assistance for others to acquire its shares, except in specific circumstances [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [10] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [14] - Shareholders who abuse their rights may be held liable for damages to the company or other shareholders [14] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholders' meeting, which is the highest authority [10] - Decisions regarding significant matters such as capital increases, mergers, and asset sales require approval from the shareholders' meeting [32] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds of the votes [80][82] Financial Assistance and Guarantees - Any external guarantees exceeding certain thresholds must be approved by the shareholders' meeting [17] - Financial assistance provided by the company must also be approved by the board and then submitted to the shareholders' meeting for review [47]