现代企业制度
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海油工程: 海油工程公司章程
Zheng Quan Zhi Xing· 2025-09-04 11:14
Group 1 - The company is named Offshore Oil Engineering Co., Ltd., established on April 18, 2000, and registered in the Tianjin Free Trade Zone [3][4] - The registered capital of the company is RMB 4,421,354,800 [4] - The company operates as a public limited company and is subject to the regulations of the Company Law and Securities Law of the People's Republic of China [3][5] Group 2 - The company's business scope includes construction engineering, design, manufacturing of special equipment, and various oil and gas technology services [6][7] - The company aims to enhance its capabilities in marine oil engineering contracting and improve economic and social benefits for shareholders [5][6] Group 3 - The company has issued a total of 4,421,354,800 shares, all of which are ordinary shares [9] - The shares are issued based on principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same category [8][9] Group 4 - The company has established a governance structure that includes a board of directors and a shareholders' meeting, which are responsible for major decisions and oversight [14][15] - Shareholders have rights to dividends, voting, and participation in company management, as well as obligations to comply with laws and regulations [14][18]
曲美家居: 总经理工作细则(2025年修订)
Zheng Quan Zhi Xing· 2025-08-29 17:57
Core Points - The document outlines the operational guidelines for the General Manager of Qu Mei Home Group Co., Ltd, aiming to enhance the corporate governance structure and management efficiency [5][6]. Group 1: General Provisions - The company establishes a General Manager position to oversee daily operations and implement board decisions [5]. - The General Manager is responsible for appointing or dismissing management personnel not requiring board approval [5]. - Monthly operational meetings are held to review past performance and plan future activities [5]. Group 2: Responsibilities of the General Manager - The General Manager leads the company's production and operational management, implements annual plans, and proposes internal management structures [6]. - Responsibilities include drafting management regulations, suggesting appointments for senior management, and executing other powers granted by the board [6]. Group 3: Responsibilities of the Financial Officer - The Financial Officer manages the company's financial operations and develops financial accounting systems [6]. - Duties include preparing financial reports, supervising major investment projects, and ensuring compliance with financial plans [6]. Group 4: Decision-Making Authority - The General Manager has full responsibility for matters not explicitly reserved for the shareholders' meeting or board, with significant matters reported to the board [6]. - Major contracts require the General Manager's approval and signature [6].
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
Core Viewpoint - The article highlights the origins and evolution of modern corporate governance in China, particularly through the example of Shanxi Jin Yu Fen Jiu Company, which established a modern corporate structure and brand awareness in the Chinese liquor industry [4][12][21]. Group 1: Historical Context - The modern corporate system in China can trace its roots back to the Jin merchants in Shanxi, who created advanced commercial rules and credit systems over 500 years [3][12]. - The establishment of Shanxi Jin Yu Fen Jiu Company in 1919 marked a significant milestone as the first joint-stock company in the Chinese liquor industry, showcasing clear separation of ownership and management [4][10]. Group 2: Corporate Governance - Jin Yu Fen Jiu Company implemented a modern governance structure with a clear hierarchy, including roles such as general manager and various managerial positions, enhancing operational efficiency [7][11]. - The company established a "three-three system" for employee compensation, which included monthly salary, bonuses, and incentives, promoting a performance-driven culture [11]. Group 3: Brand Development - The company demonstrated early brand awareness by exclusively selling its products through Jin Yu Company, indicating an understanding of brand control and market channels [13]. - The introduction of the first legally protected trademark in the Chinese liquor industry, featuring a design based on a full ear of sorghum, marked the beginning of brand-oriented operations [21]. Group 4: Challenges and Resilience - The company faced significant challenges during the Second Sino-Japanese War, yet it managed to maintain its brand and operations, reflecting resilience in difficult times [23]. - Following the establishment of the People's Republic of China, the company transitioned into a state-owned enterprise, preserving its legacy and core competencies [23][26]. Group 5: Modern Developments - In 2019, Jin Yu Fen Jiu Company achieved overall listing, becoming a benchmark for state-owned enterprise reform in China, demonstrating its evolution from a traditional workshop to a modern corporate entity [28]. - The company has set ambitious goals for the future, aiming to position itself among the top players in the Chinese liquor industry by 2025, focusing on national expansion and brand modernization [29][32].
清越科技: 总经理工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 16:40
General Provisions - The purpose of the General Manager's Work Rules is to adapt to modern corporate governance requirements and ensure the correctness and rationality of major business decisions [1] - The General Manager is responsible for the daily management of the company under the leadership of the Board of Directors [1] Appointment of General Manager - The General Manager is nominated by the Chairman and appointed by the Board of Directors, with a term of three years [2] - The General Manager and other senior management must be full-time and cannot hold other administrative positions in controlled enterprises [2][3] Powers and Duties of the General Manager - The General Manager has the authority to manage daily operations, implement board resolutions, and report to the Board [12] - The General Manager must ensure compliance with laws and regulations, and has specific duties including organizing annual plans, managing internal structures, and overseeing employee welfare [12][18] Vice General Manager's Powers - The Vice General Manager assists the General Manager and is responsible for their designated duties, reporting regularly to the General Manager [19] Financial Responsibilities - The company has a Financial Officer responsible for daily financial operations, budget planning, and financial reporting [22] General Manager's Office Meetings - The General Manager's Office Meeting is convened to discuss major operational issues and implement board resolutions [24] - Meetings can be regular or temporary, with a focus on key issues and thorough documentation [28] Dismissal of General Manager - The Board of Directors must dismiss the General Manager under specific circumstances, including failure to meet appointment conditions [31][32] Reporting System - The General Manager is required to report on significant matters regularly and in a timely manner, ensuring the accuracy of the reports [37][41]
浙海德曼: 浙海德曼总经理工作制度(202508)
Zheng Quan Zhi Xing· 2025-08-26 16:19
Core Points - The document outlines the management structure and responsibilities of the general manager and the management team of Zhejiang Haideman Intelligent Equipment Co., Ltd [2][4][5] - It establishes the rules for the appointment, duties, and reporting obligations of the general manager and other senior management members [6][12][32] Group 1: General Provisions - The general manager is appointed by the board of directors and is responsible for the daily operations of the company [4][5] - The management team includes the general manager, vice general managers, and the financial officer, all of whom must be full-time employees [6][8] - The term for the general manager and other senior management members is three years, with the possibility of reappointment [7][8] Group 2: Powers and Responsibilities - The general manager is responsible for implementing board decisions, managing production and operations, and proposing the appointment or dismissal of other senior management [12][13] - The financial officer assists the general manager in financial management and is responsible for the company's daily financial operations [19][20] - The management team must adhere to the company's regulations and report significant events to the board [20][21] Group 3: Meetings and Reporting - The company has established a general manager's office meeting system to discuss major operational and management issues [22][23] - The general manager is required to report to the board and the audit committee regularly, typically on a quarterly basis [32][33] - In case of significant events, the general manager must provide timely reports to the board [34][35]
中央商场: 南京中央商场(集团)股份有限公司总裁工作细则
Zheng Quan Zhi Xing· 2025-08-26 12:17
General Provisions - The purpose of the guidelines is to adapt to modern corporate governance, ensuring the correctness and rationality of major business decisions, and improving democratic and scientific decision-making levels [1][2] - The guidelines are binding on the president, vice presidents, and other senior management [1] Qualifications and Appointment of the President - The president must possess rich economic and management knowledge, strong management capabilities, and relevant work experience [2] - Certain disqualifications for the president include criminal convictions related to corruption, bankruptcy responsibilities, and being listed as a dishonest person by the court [2][3] Powers and Responsibilities of the President - The president is responsible for daily operations, implementing board resolutions, and proposing management structures and regulations [3][4] - The president must report to the board and cannot exceed the authority granted by the board [4] President's Office Meetings - The president's office meetings are held weekly to discuss major management decisions, ensuring scientific and rational decision-making [5][6] - The president must ensure that meeting minutes are recorded and decisions are followed up on [7] Reporting System - The president is required to report regularly or as needed to the board on the company's operational status, including annual plan implementation and major contracts [8]
从作坊到上市公司,汾酒的百年历程
Xiao Fei Ri Bao Wang· 2025-08-22 04:06
Core Viewpoint - The article highlights the historical significance and evolution of modern corporate governance in China, particularly through the example of Shanxi Jin Yu Fen Jiu Co., Ltd, which established the first shareholding company in the Chinese liquor industry in 1919, showcasing the transition from traditional family-run businesses to modern corporate structures [3][10][20]. Group 1: Historical Context - The origins of modern corporate systems can be traced back to 17th century Europe, but in China, the roots lie in the Shanxi merchants, known as Jin Shang, who created advanced business rules and credit systems over 500 years [1]. - The establishment of Shanxi Jin Yu Fen Jiu Co., Ltd in 1919 marked a pivotal moment in the Chinese liquor industry, introducing a clear shareholding structure and the separation of ownership and management [3][10]. Group 2: Corporate Governance Evolution - The transition from family workshops to modern enterprises was gradual, with early examples like "Baoquan Yi" setting the foundation for governance breakthroughs, including hiring experienced managers and establishing a clear management hierarchy [4][6]. - The governance structure matured with the establishment of regular shareholder meetings, a board of directors, and a supervisory board, ensuring checks and balances and transparent decision-making [10]. Group 3: Brand Development and Market Awareness - The company demonstrated early brand awareness by centralizing sales and protecting its brand identity, which was crucial for its market positioning [11][13]. - The recognition received at the 1915 Panama Pacific International Exposition helped solidify the brand's reputation, leading to the first registered trademark in the Chinese liquor industry in 1924 [15]. Group 4: Resilience and Adaptation - Despite challenges such as the Japanese invasion in 1937, the company maintained its brand integrity and attempted to recover post-war, showcasing resilience in the face of adversity [16][17]. - The establishment of the state-owned Shanxi Xinghua Village Fen Jiu Factory in 1949 marked a new chapter, inheriting the legacy of Jin Yu Fen Jiu while adapting to the new political landscape [17]. Group 5: Modernization and Future Goals - The company pioneered the separation of ownership and management in 1988, creating a model that influenced national reforms in state-owned enterprises [20]. - As of 2025, the company aims to position itself among the top players in the Chinese liquor industry, focusing on national expansion, youth engagement, and internationalization [22].
新特电气: 新特电气 经理工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-21 12:18
General Provisions - The company establishes managerial guidelines to regulate the behavior of managers and senior management, ensuring they fulfill their duties and responsibilities in accordance with relevant laws and regulations [1][2] - Senior management must adhere to legal and regulatory requirements, act in good faith, and protect the company's interests [1][2] Appointment and Qualifications of Senior Management - The company appoints one manager who is responsible for overall operations and reports directly to the board of directors; several deputy managers and a financial officer are also appointed [2][3] - Senior management must possess necessary professional knowledge and good ethical standards; certain disqualifications are outlined for potential candidates [2][3] Powers of Managers and Senior Management - The manager is accountable to the board and has the authority to oversee production and operations, implement board resolutions, and propose management structures [3][4] - Deputy managers assist the manager and have specific responsibilities, including managing departments and making recommendations on personnel matters [4][5] Managerial Meeting System - The company implements a managerial meeting system to discuss significant operational and management issues, with meetings convened by the manager [5][6] - The manager has the authority to call temporary meetings as needed, and decisions made in these meetings require thorough discussion and documentation [6][7] Reporting System - The manager is required to report to the board and ensure the accuracy of the reports, especially during the board's recess [8][9] Incentive and Restraint Mechanism - Specific assessment methods for managers and senior management will be developed based on the company's actual situation [10][11] - Violations of the guidelines by managers or senior management can lead to corrective actions, compensation for losses, or dismissal from their positions [10][11] Supplementary Provisions - Any matters not covered by these guidelines will be governed by national laws and regulations, and the guidelines will be revised as necessary [11]
锡南科技: 公司章程
Zheng Quan Zhi Xing· 2025-08-21 08:19
General Provisions - Wuxi Xinan Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [2][3] - The company is registered in Wuxi, Jiangsu Province, with a registered capital of RMB 100 million [2][5] - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [2][3] Business Objectives and Scope - The company's business objective is to establish and improve a modern enterprise system, focusing on the research, production, and development of automotive lightweight alloy components and materials [4][5] - The business scope includes the research, manufacturing, processing, and sales of aluminum alloy products, as well as import and export of various goods and technologies [5] Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [6][18] - The total number of shares issued at establishment is 75 million, with a total of 100 million shares currently [7][18] - The company can increase capital through various methods, including issuing new shares and employee stock ownership plans [9][24] Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and supervision of the company's operations [12][13] - 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][62] Board of Directors - The board of directors is responsible for the company's operations and must report to the shareholders [77] - Directors must attend shareholder meetings and respond to inquiries from shareholders [78][79] - The board must ensure that shareholder meetings are conducted fairly and transparently [66][67]
华友钴业: 总经理工作细则
Zheng Quan Zhi Xing· 2025-08-17 10:12
Core Viewpoint - The document outlines the operational guidelines and responsibilities of the General Manager of Zhejiang Huayou Cobalt Co., Ltd, emphasizing the need for a structured and regulated management system to enhance decision-making and operational efficiency [1][2]. Summary by Sections General Provisions - The guidelines are established to align with modern corporate governance requirements and ensure the rationality and correctness of major business decisions [1]. Qualifications and Dismissal of the General Manager - The General Manager must possess extensive economic and management knowledge, strong management capabilities, and relevant work experience [2]. - Specific disqualifications for the General Manager include criminal convictions related to corruption or financial misconduct, bankruptcy responsibilities, and being listed as a dishonest debtor [2][3]. Powers and Duties of the General Manager - The General Manager is responsible for daily operations, implementing board resolutions, and reporting to the board [4]. - The General Manager has the authority to approve daily transactions below certain thresholds, including contracts under 500 million yuan or those not exceeding 10% of total assets [4][5]. General Manager's Office Meetings - Regular meetings of the General Manager's office are held weekly to discuss significant operational decisions, ensuring scientific and rational decision-making [6][7]. Reporting System - The General Manager is required to report on various operational aspects, including annual plans, major contracts, financial status, and investment projects, as per the board's requirements [8]. Miscellaneous Provisions - The guidelines will be effective upon approval by the board and are subject to amendments in accordance with relevant laws and regulations [9].