公司章程
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*ST兰黄: 公司章程(2025年9月)
Zheng Quan Zhi Xing· 2025-09-03 16:21
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] - The company is established as a joint-stock company in accordance with the Company Law and has undergone necessary registration procedures [2][3] - The registered capital of the company is RMB 185,766,000 [3] Business Objectives and Scope - The company's business objective is to operate according to international standards and to ensure the safety and appreciation of shareholders' investments [5] - The company is engaged in various activities including the production and sale of alcoholic beverages, food production, and investment activities [5] Shares - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [6] - The total number of shares issued by the company is 185,766,000, all of which are ordinary shares [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, request meetings, supervise the company's operations, and transfer their shares [12][34] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [39] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48] - Shareholder meetings must be convened in accordance with legal procedures, and the resolutions passed must comply with the required voting thresholds [80][81] Decision-Making and Voting - Ordinary resolutions require a simple majority of votes, while special resolutions require at least two-thirds of the votes [80][82] - The company must ensure that the voting process is transparent and that the interests of minority shareholders are protected [83]
恒逸石化: 恒逸石化股份有限公司章程
Zheng Quan Zhi Xing· 2025-09-03 16:18
Core Points - Hengyi Petrochemical Co., Ltd. is a publicly listed company established in accordance with the Company Law of the People's Republic of China, with a registered capital of RMB 3,602,618,009 [2][3] - The company aims to enhance operational management and core competitiveness while promoting environmental protection and employee welfare [4] - The company has a diverse business scope, including the production of chemical products, petroleum products, synthetic materials, and investment activities [4][5] Company Structure - The company is a permanent corporation, and its legal representative is the board member executing company affairs [2][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 its entire assets [2][3] - The company has issued a total of 3,602,618,009 shares, all of which are ordinary shares [5][6] Share Issuance and Management - The company follows principles of openness, fairness, and justice in share issuance, ensuring equal rights for each share of the same category [6][7] - The company can increase its capital through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, and converting bonds into shares [6][7] - The company is restricted from repurchasing its shares except under specific circumstances, such as reducing registered capital or employee stock plans [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise company operations, and request information [11][12] - Shareholders must comply with laws and the company's articles of association, and they are liable for damages caused by abusing their rights [15][42] - The company must maintain transparency and provide necessary conditions for shareholders to exercise their rights [11][12] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and conducting these meetings [20][24] - The board of directors is responsible for convening meetings and must ensure compliance with legal and regulatory requirements [22][23] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting [24][25]
美埃科技: 公司章程
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Points - The company, MayAir Technology (China) Co., Ltd., aims to protect the rights and interests of shareholders, employees, and creditors while adhering to relevant laws and regulations [1][3] - The company was established as a joint-stock company through the transformation of MayAir (China) Environmental Purification Co., Ltd. and is registered in Nanjing [3][4] - The registered capital of the company is 134.4 million RMB, fully paid before March 20, 2020 [3][4] - The company is committed to promoting the development of the purification industry and improving global air quality [5] Company Structure - The company is a permanent joint-stock company with a legal representative being the general manager, who is appointed by the board of directors [3][4] - The company has a total of 134.4 million shares, all of which are ordinary shares [7][21] - The company’s shares are issued in accordance with the principles of fairness and justice, ensuring equal rights for each share of the same category [7][21] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request and attend shareholder meetings [12][34] - Shareholders holding more than 5% of the voting shares must report any pledging of their shares to the company [19] - The company’s shareholders are responsible for not abusing their rights to harm the interests of the company or other shareholders [19][43] Governance and Decision-Making - The company’s board of directors is responsible for convening shareholder meetings and making decisions on significant matters such as capital increases, mergers, and acquisitions [23][27] - The company must disclose information regarding significant transactions and ensure compliance with legal and regulatory requirements [24][25] - Shareholder meetings can be called by the board or by shareholders holding a significant percentage of shares, ensuring transparency and accountability [26][28] Financial Management - The company is prohibited from providing financial assistance for the acquisition of its shares, except under specific circumstances approved by the board [8][9] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [10][21] - The company must adhere to strict guidelines when providing guarantees, especially to related parties, ensuring that such actions do not harm the company’s interests [24][25]
张颖等:被投企业后轮融资时现有股东权益保障指南(上)
Sou Hu Cai Jing· 2025-09-03 09:17
Core Viewpoint - The article discusses the practical issues and solutions regarding the protection of existing shareholders' rights during subsequent financing rounds of invested companies, focusing on the review of transaction documents by existing shareholders [2]. Group 1: Key Points on Shareholder Agreement - The Shareholders Agreement (SHA) is a comprehensive document that outlines special rights, corporate governance, commitments, and obligations of shareholders, often including performance commitments, valuation adjustments, and rights such as preemptive rights and anti-dilution rights [3]. - Existing shareholders need to pay attention to the effectiveness of the new shareholder agreement, particularly whether it fully encompasses all special rights obtained during their initial investment and whether it includes any adjustments that may diminish their rights [4][5]. - If the new shareholder agreement replaces the old one, existing shareholders must ensure that all their rights are preserved; otherwise, unincorporated rights may not be protected [4][5]. Group 2: Common Changes in Rights Due to New Shareholder Agreement - Adjustments to repurchase rights may include changes in the order of repayment, the circumstances triggering repurchase, and the calculation of repurchase price, which could negatively impact existing shareholders [8][9]. - The introduction of new investors may lead to more favorable rights for them, such as enhanced repurchase rights or priority in liquidation, which existing shareholders must evaluate and potentially negotiate [8][13]. - Changes in the rights to appoint directors or access information may also occur, often based on the proportion of shares held, which existing shareholders should scrutinize [14]. Group 3: Key Points on Capital Increase Agreement - The Share Purchase Agreement (SPA) outlines the specific arrangements for capital increases, including conditions for closing and representations made by the invested company [15][16]. - Existing shareholders should ensure that the SPA does not impose unreasonable obligations on them, such as commitments that deviate from customary practices or that increase their liabilities [17]. Group 4: Key Points on Revised Company Articles - The revised company articles must align with the actual circumstances of the financing, ensuring that all necessary provisions are included and consistent with the shareholder agreement [18][19]. - Attention should be given to the provisions regarding the loss of rights due to overdue contributions, ensuring there are no conflicts with the capital increase agreement [20]. Group 5: Interconnection of Agreements - It is crucial for existing shareholders to ensure that the shareholder agreement, capital increase agreement, and company articles are consistent and do not contain conflicting provisions, which could lead to disputes over applicability and effectiveness [21].
绿亨科技: 公司章程
Zheng Quan Zhi Xing· 2025-09-02 16:15
Core Points - Luheng Technology Group Co., Ltd. was established as a joint-stock company based on the overall restructuring of Beijing Zhongnong Luheng Seed Technology Co., Ltd. [2] - The company was approved for registration by the China Securities Regulatory Commission on November 15, 2022, and publicly issued 40.4957 million shares of RMB ordinary stock, listing on the Beijing Stock Exchange on December 9, 2022 [3][4] - The registered capital of the company is RMB 180.2059 million [3] Company Structure - The company is a permanent joint-stock company with its legal representative being the chairman [3][4] - The company holds a unified social credit code issued by the Guangzhou Nansha Economic and Technological Development Zone Administrative Approval Bureau [2] - The company’s articles of association serve as a legally binding document governing the organization and behavior of the company, shareholders, directors, and senior management [4] Business Objectives and Scope - The company's business objective is to simplify complex agricultural high-tech for the benefit of Chinese farmers [5] - The business scope includes agricultural scientific research and experimental development, vegetable and fruit planting, fertilizer sales, primary agricultural product acquisition, and various consulting services [5] Share Issuance and Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [6] - The total number of shares issued by the company is 180.2059 million, all of which are RMB ordinary shares [7] - The company can increase its capital through various methods, including issuing shares to unspecified objects and reducing registered capital as per legal requirements [8][9] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, and can request to convene shareholder meetings [12][13] - Shareholders are obligated to comply with laws and the company's articles of association, and they are liable for the company's debts only to the extent of their subscribed shares [10][40] Governance and Decision-Making - The company’s board of directors is responsible for convening shareholder meetings and making decisions on significant matters such as profit distribution and capital changes [20][21] - The articles of association stipulate that certain transactions, such as guarantees exceeding specific thresholds, require approval from the board and shareholders [22][49] Audit and Compliance - The company must comply with legal and regulatory requirements regarding financial disclosures and audits, ensuring transparency in its operations [15][22] - Shareholders can request legal action against directors or senior management for violations of laws or the articles of association that harm shareholder interests [17][39]
智明达: 成都智明达电子股份有限公司章程(修订稿)
Zheng Quan Zhi Xing· 2025-09-02 11:13
General Provisions - Chengdu Zhimingda Electronics Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [1][2] - The company was approved by the China Securities Regulatory Commission to issue 12.5 million shares of RMB ordinary stock to the public on March 2, 2021, and was listed on the Shanghai Stock Exchange on April 8, 2021 [1][3] Business Objectives and Scope - The company's business objective is to independently conduct various businesses, continuously improve management levels and core competitiveness, provide quality services to customers, maximize shareholder rights and company value, and create good economic and social benefits [4] - The registered capital of the company is RMB 167,627,405, and its business scope includes the production, development, and sales of electronic instruments and computer software and hardware [2][4] Shares - The company's shares are issued in the form of stocks, with a total of 167,627,405 shares issued, all of which are ordinary shares [5][6] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders, and can reduce registered capital as per legal requirements [7][8] Shareholders and Shareholders' Meeting - The company establishes a shareholder register based on the certificates provided by the securities registration and settlement institution, which serves as proof of shareholding [11] - Shareholders have rights to dividends, request meetings, supervise operations, and transfer shares according to legal and regulatory provisions [11][12] - The company must hold an annual shareholders' meeting and can convene temporary meetings under specific circumstances, such as when shareholders holding more than 10% of shares request it [22][25] Board of Directors - The board of directors is responsible for the company's operations and must report to the shareholders' meeting [18][19] - The board must ensure compliance with laws and regulations when making decisions, especially regarding significant transactions and external guarantees [19][20] Management - Senior management includes the general manager, deputy general managers, board secretary, and financial officer, who are responsible for the company's daily operations [3] - The company must provide necessary conditions for the activities of the Communist Party organization as per its regulations [3]
新疆天业: 新疆天业股份有限公司章程(2025年9月1日修订)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Points - The articles outline the regulations and governance structure of Xinjiang Tianye Co., Ltd, emphasizing the protection of the rights of shareholders, employees, and creditors [1][2][3] - The company was established in accordance with the Company Law of the People's Republic of China and has a registered capital of RMB 1,707,362,663 [2][4] - The company underwent a share reform in 2006, resulting in all shares being ordinary shares [2][4] Chapter 1: General Provisions - The company aims to maintain the legal rights of stakeholders and regulate its organizational behavior [1] - The company was approved by the Xinjiang Production and Construction Corps and registered with the local administration [2] - The legal representative of the company is the chairman, who is responsible for civil activities conducted in the company's name [3] Chapter 2: Business Objectives and Scope - The company's mission is to prioritize reputation and quality, focusing on technological advancement and customer service [5] - The business scope includes the production and sale of chemical products, plastic products, and various other services [5] Chapter 3: Shares - The company issues shares in the form of stocks, ensuring equal rights for all shareholders [18] - The total number of shares issued is 1,707,362,663, all of which are ordinary shares [21] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [24][9] Chapter 4: Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and supervision of company operations [36] - The company must hold an annual general meeting within six months after the end of the fiscal year [50] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the shares [61][34] Chapter 5: Shareholder Meeting Procedures - The company must ensure that shareholder meetings are conducted in an orderly manner, with provisions for remote participation [66][72] - The meeting records must include details such as the time, location, and decisions made during the meeting [79]
德明利: 深圳市德明利技术股份有限公司章程(2025年9月)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Points - Shenzhen Demingli Technology Co., Ltd. was established as a joint-stock limited company based on the overall change of Shenzhen Demingli Electronics Co., Ltd. on March 9, 2020, and was registered with a registered capital of RMB 226,886,272 [1][2] - The company issued 20 million shares of ordinary stock to the public on May 30, 2022, and was listed on the Shenzhen Stock Exchange on July 1, 2022 [1][3] - The company's business scope includes computer system integration, software development, and electronic product research and sales, among others [1][2] Chapter Summaries General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while adhering to the Company Law and Securities Law of the People's Republic of China [1] - The chairman serves as the legal representative of the company, and the company is permanently established as a joint-stock limited company [1][2] Business Objectives and Scope - The company's business objective is to enhance management levels and core competitiveness while providing quality services to customers and maximizing shareholder value [1] - The business scope includes research and development of computer software and hardware, electronic products, and integrated circuit technology, among others [1][2] Shares - The company issues ordinary shares with a par value of RMB 1 per share, with a total of 226,886,272 shares issued [2][3] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shareholders [2] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company management, while also bearing responsibilities according to their shareholdings [7][11] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [11] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [50][52] - Shareholders holding more than 10% of shares can request a temporary meeting, and the company must notify shareholders of meeting details in advance [56][60] Financial Assistance and Transactions - The company can provide financial assistance for acquiring its shares under certain conditions, with limits on the total amount of assistance [3][15] - Major transactions, including asset purchases or sales exceeding specified thresholds, require board and shareholder approval [49][18]
和林微纳: 苏州和林微纳科技股份有限公司章程(草案)
Zheng Quan Zhi Xing· 2025-09-01 13:09
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2][3] - The company was registered on February 24, 2021, and issued 20 million A shares, which were listed on the Shanghai Stock Exchange on March 29, 2021 [3][4] - The company is located at 80 Emei Mountain Road, Suzhou High-tech Zone [4] Business Objectives and Scope - The company's business objective is to focus on micro-precision manufacturing technology to create social value [5] - The business scope includes R&D, production, and sales of micro-precision molds and components, micro-stamping parts, micro-connectors, and various electronic plastic products [5] Share Issuance - The company's shares are issued in the form of registered stocks, with A shares listed on the Shanghai Stock Exchange and H shares on the Hong Kong Stock Exchange [6][7] - The company has issued a total of 151.887826 million A shares [7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in shareholder meetings, and they are responsible for their subscribed shares [12][13] - The company must ensure that shareholders' legal rights are protected and that they are treated fairly [13] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [49] - Shareholder meetings must be convened in accordance with legal and regulatory requirements, and shareholders can propose agenda items [59][60] Board of Directors and Management - The board of directors is responsible for the company's operations and must act in the best interests of the company and its shareholders [19][20] - The company must maintain independence in its operations, finance, and personnel [18] Financial Management and Reporting - The company is required to disclose financial information and significant events in accordance with applicable laws and regulations [14][22] - The company must conduct audits and provide reports to shareholders regarding financial performance and significant transactions [20][22]
居然智家: 公司章程(2025年9月)
Zheng Quan Zhi Xing· 2025-09-01 12:19
Core Points - The company, Easyhome New Retail Group Co., Ltd., aims to protect the legal rights of shareholders and creditors while adhering to relevant laws and regulations [3][5] - The company was established as a joint-stock company in Wuhan and has undergone significant restructuring and name changes over the years [4][5] - The registered capital of the company is approximately RMB 6.23 billion [4][5] Company Overview - The company was originally known as Wuhan Zhongshang Group Co., Ltd. and was approved for establishment in 1989 [3][4] - The company was renamed to Easyhome New Retail Group Co., Ltd. following a major asset restructuring in 2019 [4] - The company is headquartered in Wuhan, China, with a registered address at No. 9 Zhongnan Road, Wuchang District [4][5] Business Objectives and Scope - The company's business philosophy focuses on home furnishing and consumer goods, emphasizing service and integrity [5][6] - The operational scope includes decoration design, retail of daily necessities, furniture, logistics, and property management, among others [6][7] Share Structure - The company issues shares in the form of stocks, with a total share capital of approximately RMB 6.23 billion [4][5] - Shares are issued based on principles of openness, fairness, and justice, ensuring equal rights for all shareholders [8][9] - The company does not provide financial assistance for the purchase of its own shares [9][10] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in meetings, and supervise company operations [15][16] - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [18][19] - The company emphasizes the integrity obligations of controlling shareholders and actual controllers [18][19] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [41][42] - Shareholder meetings must be announced at least 20 days in advance for annual meetings and 15 days for temporary meetings [55][56] - Voting can be conducted through various methods, including online platforms, to facilitate shareholder participation [84][85]