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从家族作坊到上市公司:汾酒百年跋涉书写中国酒业现代化范本
Xiao Fei Ri Bao Wang· 2025-08-27 03:23
现代公司制的起源,在教科书上通常指向17世纪欧洲的远洋贸易公司。其以股份制聚拢资本,以两权分离规范运营。 然而,当回望东方,中国现代公司制的源头活水,在山西、在晋商。 "纵横欧亚九千里,称雄商界500年。"从泪洒西口到汇通天下,晋商创造了"海内最富"的奇迹,也在探索中构建了超前的商业规则与信用体系。 1919年,晋商的探索结出了标志性的硕果,中国白酒业第一家股份制公司——山西晋裕汾酒股份有限公司在太原成立。 清晰的股份制结构、明确的所有权与经营权分离、倚重专业的职业经理人——大掌柜、创新的"身股"激励……这些现代企业治理的核心要素,在晋裕汾酒公 司身上已经清晰可见。 公司制的本土化实践 晋裕汾酒公司的成立直接推动民族传统产业从家族作坊向现代企业转型。但事物并不是一蹴而就,变革也有青涩的雏形。 光绪初年,山西汾阳南垣寨的王家三兄弟合股在杏花村开设酒坊"宝泉益",地址选在尽善村。"宝泉益"一开张便气象不凡:修建有高大院墙、宏阔厂房、酿 造工具,连同精心设计的宿舍、店铺、账房等建筑,为后面的建设奠定了基础。 除了这些物质设施外,更为核心的,是其内在治理的突破。 彼时,"宝泉益"力聘经验丰富的杨得龄担任大掌柜,将经营 ...
华友钴业: 总经理工作细则
Zheng Quan Zhi Xing· 2025-08-17 10:12
第一章 总 则 第一条 为适应现代企业制度的要求,促进浙江华友钴业股份有限公司(以 下简称"公司")经营管理的制度化、规范化、科学化,确保公司重大经营决策 的正确性、合理性,提高民主决策、科学决策水平,根据《中华人民共和国公司 法》及《浙江华友钴业股份有限公司公司章程》 (以下简称《公司章程》)的规定, 特制定本《工作细则》。 第二条 公司总经理由董事会聘任,主持公司的日常业务经营和管理工作, 组织实施董事会会议决议,对董事会负责。 第二章 总经理的任职资格及任免 第三条 总经理应当具备下列任职条件: (一)具有较丰富的经济理论知识、管理知识及实践经验,具有较强的经营 管理能力; 浙江华友钴业股份有限公司 (二)具有调动员工积极性、知能善任、协调各种内外关系和统揽全局的能 力; (三)具有一定年限的企业管理或经济工作经历,精通本行,熟悉国家有关 政策、法律、法规以及行业的经营与管理; (四)诚信勤勉、廉洁奉公。 第四条 有下列情形之一的,不得担任本公司的总经理: (一)无民事行为能力或者限制民事行为能力; (二)因犯有贪污、贿赂、侵占财产、挪用财产罪或者破坏社会经济秩序罪, 被判处刑罚,或者因犯罪被剥夺政治权 ...
东富龙:公司经营管理团队人员稳定
Zheng Quan Ri Bao Wang· 2025-08-08 12:23
证券日报网讯 东富龙(300171)8月8日在互动平台回答投资者提问时表示,公司已按照上市公司的治 理标准建立了以法人治理结构为核心的现代企业制度,建立与业务开展相适应的内部组织架构,公司经 营管理团队人员稳定。 ...
北新路桥: 总经理工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-08 11:14
Core Points - The document outlines the operational guidelines and responsibilities of the General Manager of Xinjiang Beixin Road and Bridge Group Co., Ltd, emphasizing the need for a modern corporate governance structure [1][2][3] General Provisions - The company establishes a General Manager position, nominated by the Chairman and appointed by the Board of Directors [1] - The General Manager is responsible for daily operations and management, implementing Board resolutions, and reporting to the Board [1] Qualifications and Appointment Procedures - The General Manager must possess extensive economic and management knowledge, strong operational capabilities, and relevant industry experience [2] - Specific disqualifications for the General Manager include criminal convictions related to financial misconduct, bankruptcy responsibilities, and being a public servant [2][3] Authority of the General Manager - The General Manager has the authority to implement Board decisions, propose development plans, manage financial allocations, and oversee employee management [4][5] - The General Manager must report to the Board and cannot alter Board resolutions without prior approval [5][6] Responsibilities of the General Manager - The General Manager is tasked with protecting company assets, ensuring compliance with laws and regulations, and enhancing market competitiveness [7][8] - Duties include maintaining employee training, fostering company culture, and avoiding conflicts of interest [9][10] Reporting Requirements - The General Manager is required to report to the Board at least once a month on various operational aspects, including project progress and financial status [11][12]
粤 传 媒: 公司章程
Zheng Quan Zhi Xing· 2025-07-31 16:05
Core Points - The company aims to establish a modern corporate system to protect the rights and interests of shareholders, employees, and creditors while ensuring the preservation and appreciation of state-owned assets [3][4] - The company operates under the guidelines of various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [3][4] - The company was established in 1992 and has undergone several name changes and restructuring processes [4][5] Chapter Summaries Chapter 1: General Principles - The company is committed to maintaining the legal rights of its stakeholders and adhering to relevant laws and regulations [3][4] Chapter 2: Business Objectives and Scope - The company's business objectives include improving operational mechanisms, enhancing management and technical capabilities, and expanding market reach [7][8] Chapter 3: Shares - The company issues shares in the form of stocks, with a total share capital of 1,161,058,174 shares, each with a par value of 1.0 RMB [9][10] Chapter 4: Shareholders and Shareholder Meetings - Shareholders have rights to dividends, participate in meetings, and supervise company operations [14][15] - The company must hold annual shareholder meetings within six months after the end of the previous fiscal year [19] Chapter 5: Board of Directors - The board of directors is responsible for the overall management and decision-making of the company [20][21] Chapter 6: General Manager and Other Senior Management - The company has provisions for appointing a general manager and other senior management personnel [6] Chapter 7: Party Building - The company establishes a party organization to ensure the political core role of the party within the corporate governance structure [7] Chapter 8: Finance, Accounting, and Auditing - The company adheres to financial accounting systems and internal auditing practices [8] Chapter 9: Notifications, Announcements, and Investor Relations Management - The company is required to manage investor relations and provide timely notifications and announcements [9] Chapter 10: Mergers, Divisions, Capital Increases, Reductions, Dissolution, and Liquidation - The company outlines procedures for mergers, divisions, and capital adjustments [10] Chapter 11: Amendments to the Articles of Association - The company can amend its articles of association as needed, subject to shareholder approval [11] Chapter 12: Supplementary Provisions - The company operates under supplementary provisions that align with its operational practices and legal requirements [12]
华星创业: 总经理工作细则
Zheng Quan Zhi Xing· 2025-07-28 16:51
General Provisions - The company establishes the General Manager's Work Rules to ensure institutionalized, standardized, and scientific management in line with modern enterprise systems and relevant laws [1] - The General Manager is responsible for daily operations under the Board of Directors and must execute Board resolutions [1] Appointment of General Manager - The General Manager is nominated by the Chairman and appointed by the Board, with a term of three years, renewable [2] - The General Manager and senior management must be full-time and cannot hold other positions in controlling shareholders or related enterprises [2] Powers and Duties of the General Manager - The General Manager has the authority to manage daily operations, implement Board decisions, and represent the company in agreements [3][4] - Responsibilities include drafting internal management structures, proposing appointments of senior management, and handling major emergencies [4][5] General Manager's Meetings - The General Manager's office meetings are held monthly to discuss significant operational issues and provide decision-making support [6][7] - Meeting records must be maintained for at least ten years, detailing attendees and decisions made [7][10] Dismissal of the General Manager - The Board must dismiss the General Manager under specific conditions, such as resignation or inability to perform duties [8][9] - The General Manager must submit a resignation report two months in advance, and resignation is effective only upon Board approval [8][11] Reporting Obligations - The General Manager must report to the Board or Audit Committee on various operational matters, including annual plans and major contracts [12][13] - Immediate reporting is required for significant disputes, accidents, or regulatory penalties [13]
星环科技: 公司章程(草案)
Zheng Quan Zhi Xing· 2025-07-17 16:14
General Provisions - The company, Transwarp Technology (Shanghai) Co., Ltd., is established to meet the needs of modern enterprise systems and to protect the rights and interests of the company, shareholders, employees, and creditors [2][3] - The company is registered in Shanghai and has obtained a business license with a unified social credit code [2] - The company was registered by the China Securities Regulatory Commission (CSRC) for the initial public offering of A shares and H shares [3][4] Business Objectives and Scope - The company's business objective is to become a global leader in big data and artificial intelligence foundational software [5] - The registered business scope includes import and export of goods, technology services, software development, and computer system services [6] Shares - The company's shares are issued in the form of registered stocks, with each share having a nominal value of RMB 1 [8][19] - The total number of shares after the initial public offering of H shares is projected to be 8,470.5989 million shares, all of which are ordinary shares [10] Shareholders and Shareholder Meetings - Shareholders have the right to request the company to provide relevant materials and to participate in shareholder meetings [16][17] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [49] - The company’s shareholder meetings can be held in a combination of physical and online formats [31] Rights and Obligations of Shareholders - Shareholders are entitled to dividends and other forms of profit distribution based on their shareholding [38] - Shareholders must comply with laws and regulations and are prohibited from abusing their rights to harm the interests of the company or other shareholders [41][42] Control and Management - The controlling shareholders and actual controllers must exercise their rights in accordance with laws and regulations, ensuring the interests of the listed company are maintained [43] - The board of directors is responsible for managing the company and must act in the best interests of the company and its shareholders [46]
嵘泰股份: 嵘泰股份总经理工作细则
Zheng Quan Zhi Xing· 2025-07-16 16:27
Core Points - The document outlines the operational guidelines for the General Manager of Jiangsu Rongtai Industrial Co., Ltd, emphasizing the need for compliance with laws and company regulations [2][3] - It establishes the responsibilities, powers, and appointment procedures for the General Manager and other senior management [4][5][6] Section Summaries General Provisions - The guidelines are created to standardize the management behavior of the General Manager and clarify their responsibilities and authority [2] - The General Manager must adhere to legal and regulatory requirements, fulfilling their duties with loyalty and diligence [3] Appointment and Qualifications - The company appoints one General Manager who reports directly to the Board of Directors, with several Vice Presidents appointed as needed [4] - The appointment of the General Manager is proposed by the Chairman and approved by the Board [5] Powers of the General Manager - The General Manager is responsible for managing the company's operations, implementing board resolutions, and reporting to the board [4] - They have the authority to propose the hiring or dismissal of senior management and to manage the company's internal structure [5] Responsibilities of the General Manager - The General Manager must maintain the company's assets, ensure compliance with board decisions, and analyze market information for strategic development [6] - They are required to follow a strict code of conduct to avoid conflicts of interest and ensure the company's integrity [6][7] Work Procedures - The General Manager oversees investment projects, financial management, and human resources, ensuring proper procedures are followed [8][9] - Regular meetings are held to discuss significant company matters, with a minimum of one meeting per month [9] Reporting System - The General Manager must report to the Board on operational matters and significant contracts, ensuring the accuracy of the reports [20][21] Incentive and Accountability Mechanisms - The Board is responsible for the compensation and performance evaluation of the General Manager and senior management [23][24] - Penalties may be imposed for significant misconduct or failure to meet responsibilities [26] Miscellaneous Provisions - The guidelines will be implemented upon approval by the Board and will be subject to legal compliance [30][31]
中船汉光: 中船汉光科技股份有限公司章程(2025年7月)
Zheng Quan Zhi Xing· 2025-07-15 16:24
Summary of Key Points Core Viewpoint The articles outline the revised articles of association for China Shipbuilding Han Guang Technology Co., Ltd., emphasizing the company's governance structure, operational principles, and shareholder rights. Group 1: Company Structure and Governance - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2] - The registered capital of the company is RMB 29.601 million [3] - The company is committed to upholding the leadership of the Communist Party and establishing a modern state-owned enterprise system [4][11] Group 2: Business Objectives and Scope - The company's business objective is to create value for customers, returns for shareholders, and wealth for society through modern management practices [5] - The business scope includes research, production, and sales of optoelectronic materials and related products, as well as various office equipment and technical services [5] Group 3: Share Issuance and Capital 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 by the company is 296,010,000, with a par value of RMB 1 per share [6][22] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [8] Group 4: Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, as well as obligations to comply with laws and the articles of association [12][41] - The company must provide necessary conditions for the activities of the Communist Party organization within the company [11] Group 5: Shareholder Meetings and Decision-Making - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [50][66] - Decisions made at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [82]
湖南发展: 公司章程(2025年7月)
Zheng Quan Zhi Xing· 2025-07-10 11:12
Core Points - The article outlines the articles of association for Hunan Energy Group Development Co., Ltd., emphasizing the company's commitment to legal compliance, corporate governance, and the integration of party leadership into its governance structure [3][5][6] - The company aims to establish a modern enterprise system, ensuring clear property rights and responsibilities, and promoting scientific and innovative development to enhance its market competitiveness [7][8] Group 1 - The company was established as a joint-stock limited company approved by the Hunan Provincial Shareholding Reform Pilot Leadership Group and registered with the Hunan Provincial Market Supervision Administration [3][4] - The registered capital of the company is RMB 464,158,282, and it is permanently established as a joint-stock limited company [4][6] - The company has a governance structure that includes a board of directors, a supervisory board, and a party organization, ensuring effective checks and balances [5][6] Group 2 - The company's business scope includes power generation, transmission, supply, and various energy-related services, as well as real estate development and investment activities [8] - The company is committed to scientific innovation and aims to become an influential and competitive listed company in the industry [7][8] Group 3 - The articles of association provide a legal framework for the rights and obligations of shareholders, ensuring that shareholders can sue the company or its executives if necessary [6][13] - The company establishes a worker representative assembly to promote democratic participation and management among employees [5][6]