公司章程规范
Search documents
山东东方海洋科技股份有限公司公布公司章程,全方位规范公司运作
Xin Lang Cai Jing· 2025-10-08 08:55
Core Points - Shandong Oriental Ocean Technology Co., Ltd. published its articles of association in September 2025, detailing regulations on company organization, shareholder and management rights and obligations, laying a solid institutional foundation for stable development [1][2] - The company was established through a founding method and registered with the Shandong Provincial Administration for Industry and Commerce, with a registered capital of 1,958.9465 million RMB, and was listed on the Shenzhen Stock Exchange on November 28, 2006 [1] - The company operates in various fields including marine aquaculture, food processing, aquatic technology research and promotion, import and export business, freight forwarding, warehousing leasing, and biopharmaceutical research and production [1] Governance Structure - The articles of association specify the issuance, increase, decrease, repurchase, and transfer of shares, with a total of 1,958,946,500 shares, all of which are RMB ordinary shares, adhering to principles of openness, fairness, and justice [1] - The shareholders' meeting is the power institution, responsible for electing directors, reviewing profit distribution plans, and deciding on major company matters, while the board of directors, consisting of nine members, is responsible for operational decisions and management [1] - The company has established a party organization, clarifying its structure and responsibilities, playing a political core role in the company's development [1] Financial Accounting System - The company is required to prepare and disclose annual and interim reports, distribute profits according to regulations, and allocate statutory and discretionary reserves, with a profit distribution policy that emphasizes investor returns while balancing shareholder interests and company development [2] - The publication of the articles of association will help standardize company operations, protect the legitimate rights and interests of shareholders, employees, and creditors, and provide a solid institutional guarantee for long-term development [2]
云南景谷林业股份有限公司发布公司章程,明确公司组织与运营规范
Xin Lang Cai Jing· 2025-09-26 10:54
公司以科技为依托,追求优质、高产、高效、可持续发展。经营范围广泛,涵盖林产化工产品进出口、 生产,人造板制造,森林资源培育,木材采运、加工与销售,林业技术开发研究等,还涉及石油制品、 化工产品等销售,以及能源技术开发、商务信息咨询、货物与技术进出口、农产品相关服务、信息技术 服务等领域。 股份相关规定发行与转让:股份发行遵循公开、公平、公正原则,同股同权。公司或子公司原则上不得 为他人获取股份提供财务资助。公司公开发行股份前已发行股份及董事、高管等所持股份有转让限制。 增减与回购:可通过多种方式增减资本,在特定情形下可回购股份,并规定了相应决策程序及后续处理 方式。股权激励:可依法实施股权激励计划,对计划的拟定、审议、披露、实施等环节有严格规定,需 经股东会特别决议通过,且需聘请律师事务所出具法律意见书。 公司治理结构股东与股东会:股东按持股类别享有权利、承担义务,对股东会召集、提案、通知、召 开、表决及决议等程序有详细规定,明确了普通决议和特别决议的事项及通过比例。董事会:由7名董 事组成,对股东会负责,行使多项职权,包括召集股东会、执行决议、决定经营计划等。董事会需制定 董事会议事规则,明确对外投资等事项 ...
亨迪药业: 公司章程(2025.9)
Zheng Quan Zhi Xing· 2025-09-02 09:15
Summary of Hubei Biocause Heilen Pharmaceutical Co., Ltd. Articles of Association Core Points - The articles of association are established to protect the rights and interests of the company, shareholders, employees, and creditors, in accordance with relevant laws and regulations [2][3] - The company was formed through the overall change of Hubei Baike Heilen Pharmaceutical Co., Ltd. and is registered in Jingmen City [2][3] - The company has a registered capital of RMB 417.6 million and was approved for public stock issuance on November 16, 2021, with shares listed on the Shenzhen Stock Exchange on December 22, 2021 [3][4] Company Structure and Governance - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3][4] - The legal representative's civil activities bind the company, and the company is liable for damages caused by the representative in the course of their duties [3][4] - 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 [3][4] Business Objectives and Scope - The company's business objectives include caring for life and creating a healthy lifestyle [4] - The business scope includes drug production, import and export of drugs, entrusted drug production, and internet information services related to drugs [4][5] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [6] - The total number of shares issued at the establishment was 180 million, with a face value of RMB 1 per share [6][7] - The company can increase capital through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, or converting reserves into capital [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [12][13] - Shareholders must comply with laws and the articles of association, and they cannot withdraw their capital except as legally permitted [15][16] - The company must maintain the independence of its assets and operations, ensuring that controlling shareholders do not misuse their power [16][17] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [48][49] - Shareholder proposals must be submitted in advance, and the company must provide adequate notice of meetings [58][59] - Decisions at shareholder meetings require a majority or supermajority vote, depending on the nature of the resolution [80][81]
京仪装备: 公司章程
Zheng Quan Zhi Xing· 2025-08-29 16:40
Core Points - The company, Beijing Jingyi Automation Equipment Co., Ltd., was established to adapt to the requirements of the socialist market economy and to protect the rights and interests of shareholders and creditors [2][3] - The company was registered on August 14, 2023, and is set to be listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on November 29, 2023, with an initial public offering of 42 million shares [3][4] - The registered capital of the company is RMB 168 million, and it is structured as a permanent joint-stock company [4][5] Company Structure and Governance - The company is governed by a board of directors, with the chairman serving as the legal representative [4][5] - The company has established a party committee in accordance with the regulations of the Communist Party of China, which will oversee party activities within the company [5][6] - The company operates under a democratic management system and has established a labor union to protect the rights of employees [5][6] Business Objectives and Scope - The company's business objectives include independent operation in accordance with national laws, focusing on customer needs, continuous innovation, and maximizing shareholder value [6][7] - The business scope includes technology promotion services, sales and maintenance of robots and machinery, import and export of goods and technology, and production of robots and electrical equipment [6][7] Share Structure - The company's shares are issued in the form of stocks, with a total of 168 million shares, all of which are ordinary shares [8][9] - The company prohibits financial assistance for acquiring its own shares, except under specific circumstances such as employee stock ownership plans [8][9] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [9][10] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, and they are required to comply with laws and the company's articles of association [14][15] - The company must maintain a shareholder register, which serves as proof of share ownership [14][15] - Shareholders are obligated to pay for their subscribed shares and cannot withdraw their capital except as permitted by law [18][19] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [50][51] - Shareholder meetings can be conducted both in-person and via electronic means, ensuring all shareholders can participate [50][51] - The company must provide adequate notice of meetings and disclose all relevant information to shareholders [60][61]
二六三网络通信股份有限公司发布新版章程,明确多项关键信息
Xin Lang Cai Jing· 2025-08-29 13:27
Core Viewpoint - The recent release of the updated company charter by Net263 Ltd. outlines detailed regulations regarding the organization and behavior of the company, shareholders and shareholder meetings, and the board of directors, providing a solid institutional guarantee for the company's standardized operation and long-term development [1][12]. Company Basic Information - Net263 Ltd. was established with the approval of the Beijing Municipal Government's Economic System Reform Office and was listed on the Shenzhen Stock Exchange on September 8, 2010. The registered capital is RMB 1,375,371,873 [2]. Share Issuance and Custody - The company issues shares in the form of stocks with a par value of RMB 1 per share, and all shares are held in centralized custody by the Shenzhen branch of China Securities Depository and Clearing Co., Ltd. The total number of shares is 1,375,371,873, all of which are ordinary shares [3]. Share Capital Increase and Repurchase - The company can increase capital through various methods as decided by the shareholders' meeting, including issuing shares to unspecified or specified objects, distributing bonus shares, or converting reserves into capital. The company generally cannot repurchase its own shares except in specific circumstances [4]. Share Transfer Restrictions - Shares can be transferred legally, but the company's stock cannot be used as collateral. Founders' shares cannot be transferred within one year from the company's establishment, and shares issued before public offering cannot be transferred within one year from the date of listing [5]. Shareholder Rights and Obligations - Shareholders have rights to dividend distribution, participation in shareholder meetings, and supervision of company operations, while also being obligated to comply with laws and the company charter [6]. Shareholder Meeting Authority and Convening - The shareholder meeting is the company's authority body, responsible for electing and replacing directors, approving board reports, and profit distribution plans. Annual meetings must be held within six months after the end of the previous fiscal year [7]. Shareholder Meeting Proposals and Voting - Proposals can be made by the board, audit committee, or shareholders holding more than 1% of shares. Resolutions require a simple majority for ordinary resolutions and a two-thirds majority for special resolutions [8]. Board of Directors Composition and Authority - The board consists of seven directors, including three independent directors. The board is responsible for convening shareholder meetings, executing resolutions, and determining the company's operational plans [9]. Senior Management Responsibilities - Senior management, including the president, vice presidents, financial officer, and board secretary, is appointed by the board and must adhere to laws and the company charter, bearing responsibility for any losses caused by violations [10]. Financial Accounting and Profit Distribution - The company must establish a financial accounting system according to laws and regulations, submitting annual reports within four months after the fiscal year-end. The profit distribution policy prioritizes cash dividends, with at least 10% of distributable profits allocated for cash distribution each year [11][12].
广东高乐股份披露公司章程,明确多项关键规则与运作机制
Xin Lang Cai Jing· 2025-08-29 12:27
Company Overview and Business Information - Guangdong Gaole Co., Ltd. transitioned from a limited liability company to a joint-stock company on January 18, 2002, and was listed on the Shenzhen Stock Exchange on February 3, 2010. The registered capital is RMB 947.2 million. The company's business purpose is profit-oriented, enhancing competitiveness, benefiting society, and providing returns to shareholders [2][7] - The company's business scope includes toy manufacturing and sales, intelligent robot research and sales, import and export of goods, and other general projects, as well as licensed projects such as packaging and printing [2] Share Management Rules - The company has issued 94.72 million shares, all of which are ordinary A-shares. The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for similar shares. The company can increase capital through various methods, including issuing shares to unspecified or specific objects, and can reduce registered capital following prescribed procedures [3] Shareholder and Shareholder Meeting Regulations - The company maintains a shareholder register based on certificates from the securities registration and settlement institution. Shareholders have rights to dividend distribution, request shareholder meetings, and supervise company operations, while also bearing obligations such as compliance with laws and regulations and paying share capital as agreed. The shareholder meeting is the company's authority, held annually and temporarily as needed [4] Board of Directors and Senior Management Structure - The board of directors consists of seven members, including three independent directors. The board has a chairman and a vice chairman, responsible for convening shareholder meetings, executing resolutions, and determining business plans. Specialized committees under the board include strategy and investment decision-making, audit, nomination, and remuneration and assessment committees [5] Financial and Audit System - The company has established a financial accounting system in accordance with regulations, submitting and disclosing annual, semi-annual, and quarterly financial reports on time. When distributing annual after-tax profits, 10% must be allocated to the statutory reserve fund, which can cease once it exceeds 50% of registered capital. The company prioritizes cash dividends for reasonable investor returns [6] Company Changes and Liquidation Rules - The company can merge through absorption or new establishment, and assets are divided accordingly during separation. Reducing registered capital requires notifying creditors and public announcements, while shareholders generally do not have preferential subscription rights when new shares are issued. In cases of dissolution, a liquidation process is required, with directors serving as liquidators [7]
河南森源电气股份有限公司发布新章程,明确多项重要规定
Xin Lang Cai Jing· 2025-08-28 15:40
Core Viewpoint - The recent release of the new company charter by Henan Senyuan Electric Co., Ltd. provides detailed regulations on various aspects of company organization and behavior, including share issuance and transfer, shareholder rights, and the responsibilities of the board of directors and senior management [1][14]. Company Overview and Listing History - Henan Senyuan Electric Co., Ltd. was established in 2000 with approval from the Henan Provincial People's Government and registered with the Henan Provincial Market Supervision Administration. The company issued 22 million shares of ordinary stock to the public for the first time in 2010 and was listed on the Shenzhen Stock Exchange on February 10, 2010. The registered capital is RMB 929.756977 million, and the chairman serves as the legal representative, with changes approved by a majority of the board members [2]. Share Issuance and Structure - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice, with equal rights for similar shares. The total number of shares issued at establishment was 23,227,300, with a nominal value of RMB 1 per share. Currently, the total number of issued shares is 929.756977 million, all of which are ordinary shares [3]. Share Increase, Decrease, and Repurchase - The company can increase capital through shareholder resolutions by issuing shares to unspecified or specific objects, distributing bonus shares, or transferring capital reserves. Reducing registered capital requires following prescribed procedures. The company generally cannot repurchase its own shares, except in six specified circumstances, with clear regulations on the methods and decision-making processes [4]. Share Transfer Restrictions - Shares can be transferred legally, but the company does not accept its shares as collateral. Shares issued before public offering cannot be transferred within one year from the date of listing. There are strict restrictions on share transfers by directors and senior management, and any short-term trading profits by shareholders holding more than 5% of shares must be returned to the company [5]. Shareholder Rights and Obligations - The company maintains a shareholder register based on certificates from the securities registration and settlement institution. Shareholders enjoy rights such as dividend distribution, participation in shareholder meetings, and supervision of company operations, while also being required to comply with laws, regulations, and the company charter [6]. Shareholder Meeting Authority and Operations - The shareholder meeting is the company's governing body, responsible for electing and replacing directors, approving significant company plans, and making decisions on major matters. There are annual and extraordinary shareholder meetings, with clear regulations on the time, place, and procedures for convening. Proposals for meetings must meet specific requirements, and notifications must include details such as meeting time and location [7]. Board of Directors and Senior Management Responsibilities - The board of directors consists of 7 to 9 members, including one chairman and one employee director, with independent directors making up at least one-third of the board. The board is responsible for convening shareholder meetings, executing resolutions, and determining business plans and investment strategies. Different approval authorities apply to transactions of varying scales, and external guarantees require board or shareholder meeting approval [8]. Senior Management Responsibilities - The company has senior management positions, including a general manager, deputy general managers, a financial director, a chief engineer, and a board secretary. They must adhere to regulations regarding disqualification from serving as directors and exit management rules, and they owe duties of loyalty and diligence to the company. The general manager oversees the company's production and operational management and implements board resolutions [10]. Financial Accounting and Profit Distribution - The company establishes a financial accounting system in accordance with laws and regulations, submitting financial reports to relevant institutions on time. When distributing annual after-tax profits, the company must allocate a legal reserve and may allocate discretionary reserves based on shareholder resolutions. Reserves are used to cover losses, expand operations, or increase registered capital [11]. Profit Distribution Policy - The company implements a sustainable and stable profit distribution policy, prioritizing cash dividends. Cash dividends require positive distributable profits, sufficient cash flow, and unqualified audit reports, with annual cash distributions not less than 20% of the distributable profits. The policy may vary based on the company's development stage and funding needs, requiring board and shareholder meeting approval for formulation and amendments [12]. Other Important Regulations - The company has detailed regulations regarding mergers, divisions, capital increases, reductions, dissolution, and liquidation, along with clear guidelines on notifications and announcements. If the company's stock is delisted, it will continue trading in the over-the-counter transfer system. Amendments to the company charter require specific circumstances and procedural compliance [13].
江苏共创人造草坪股份有限公司发布2025年新版章程,明确多项重要规定
Xin Lang Cai Jing· 2025-08-28 11:31
Core Viewpoint - Jiangsu Gongchuang Artificial Turf Co., Ltd. has released the updated Articles of Association, which comprehensively regulates the company's organization and operations, covering aspects such as shares, shareholders, the shareholders' meeting, the board of directors, and senior management [1] Share Regulations - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice. The total number of shares is 401,641,165, all of which are ordinary shares with a par value of RMB 1 [2] - The company can increase capital through various methods, including issuing shares to unspecified or specific objects, and can reduce registered capital under certain conditions [2] - There are restrictions on share transfers for founders, directors, and senior management, and profits from short-term trading by certain shareholders are to be returned to the company [2] Shareholders and Shareholders' Meeting Regulations - The company maintains a shareholder register based on certificates provided by the securities registration agency, with shareholders enjoying rights such as dividend distribution and participation in meetings [3] - The shareholders' meeting is the company's authority body, held annually and under specific circumstances, temporary meetings can be convened within two months [3] - The meeting's powers include electing directors and approving board reports [3] Board of Directors and Senior Management Regulations - The board consists of 7 directors, including 3 independent directors and 1 employee representative director, and is responsible for convening shareholders' meetings and executing resolutions [4] - Senior management includes the president, vice presidents, financial director, and board secretary, who are appointed or dismissed by the board [4] Financial Accounting and Other Regulations - The company follows legal requirements for financial accounting and must submit annual reports within four months after the fiscal year-end, and interim reports within two months after the first half of the year [5] - The profit distribution policy is proactive and stable, prioritizing cash dividends, with differentiated policies based on the company's development stage [5] - The updated Articles of Association also detail regulations regarding mergers, divisions, capital increases, reductions, dissolution, and notifications [5]
合肥常青机械股份有限公司公布新章程,明确多项关键事项
Xin Lang Cai Jing· 2025-08-27 12:32
Core Points - Hefei Changqing Machinery Co., Ltd. has released its updated company articles of association, which detail various aspects of the company's organization, operations, and governance [1][3] - The company was approved by the China Securities Regulatory Commission in February 2017 and listed on the Shanghai Stock Exchange in March 2017, with a registered capital of RMB 237,955,857 [1] - The company's business scope includes research, production, and sales of automotive parts and molds, as well as machinery processing and leasing services [1] Shareholder and Governance Structure - The shareholders' meeting is the company's authority body, which can convene annual and extraordinary meetings to make important decisions such as electing directors and approving profit distribution plans [2] - The board of directors consists of 9 members, including 1 chairman and 3 independent directors, and is responsible for executing shareholder resolutions and determining the company's operational plans [2] - Senior management, including the general manager and vice presidents, is appointed by the board and must adhere to the same duties and obligations as directors [2] Financial and Operational Regulations - The company has established a financial accounting system in accordance with regulations and is required to disclose annual and semi-annual reports to the regulatory authorities [2] - Profit distribution after tax must include a mandatory allocation to statutory reserves, with additional allocations subject to shareholder approval [2] - The articles of association also clarify procedures for mergers, divisions, capital increases, reductions, and other significant corporate actions [2][3]
福能东方披露公司章程,涵盖多项重要规定
Xin Lang Cai Jing· 2025-08-26 05:36
Core Viewpoint - Fuhua Dongfang Equipment Technology Co., Ltd. has released its latest company articles, detailing regulations on organizational structure, management, and share issuance, which provides a solid institutional guarantee for its standardized operation and sustainable development [7] Share Issuance Regulations - The company adheres to principles of openness, fairness, and justice in share issuance, with all shares having equal rights. The total number of shares issued at establishment was 40,700,000, and the current total issued shares amount to 734,725,698, all of which are ordinary shares [2] - The company can increase capital based on operational needs through shareholder resolutions, including issuing shares to unspecified or specific objects, distributing bonus shares, or converting reserves into share capital. It can also repurchase shares under specific circumstances [2] Shareholders and Shareholder Meetings - The company maintains a shareholder register based on certificates provided by the securities registration and settlement institution. The shareholder meeting is the power institution, held annually and temporarily as needed. The annual meeting must occur within six months after the end of the previous fiscal year [3] - Procedures for convening, proposing, notifying, and voting at shareholder meetings are clearly defined. Shareholders holding more than 1% of shares can propose agenda items, and resolutions require a majority or two-thirds approval depending on the type [3] Board of Directors - The board consists of 9 directors, including 3 independent directors, with at least one being a professional accountant. The board is responsible for convening shareholder meetings, executing resolutions, and determining operational plans [4] - Directors must meet qualifications and have fiduciary duties to the company. The chairman is elected by a majority of the board and oversees meetings and execution of resolutions [4] Senior Management - The company has one general manager and several deputy managers, appointed or dismissed by the board. Senior management has a term of three years, with the general manager responsible for operational management and implementing board resolutions [5] Financial Accounting and Profit Distribution - The company establishes financial accounting systems in accordance with regulations and must report financial statements to the China Securities Regulatory Commission and Shenzhen Stock Exchange [6] - A proactive profit distribution policy is in place, prioritizing cash dividends when conditions are met, with a requirement for cash distributions over three years to be at least 30% of the average distributable profit [6]