General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2] - The company was approved by the State Reform Commission and registered in Beijing, with a registered capital of RMB 1,689,507,842 [2][6] - The company was listed on the Shenzhen Stock Exchange on June 6, 1997, with an initial public offering of 45 million shares [2][3] Business Objectives and Scope - The company's business objective is to adapt to the development of the socialist market economy, focusing on new building materials and economic benefits [4][5] - The company is engaged in the manufacturing and sales of various building materials, including new wall materials, chemical products, and construction machinery [5] Shares - The company's shares are issued in the form of stocks, with all shares being ordinary shares totaling 1,689,507,842 [6][21] - The company adheres to principles of public, fair, and just issuance of shares, ensuring equal rights for all shareholders [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise the company, and request information [10][11] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [14][15] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [20][21] - Shareholder meetings are the authority of the company, with the power to approve profit distribution, capital changes, and other significant decisions [17][31] Decision-Making and Voting - Resolutions at shareholder meetings can be ordinary or special, with different voting thresholds required for each type [81][82] - Ordinary resolutions require a simple majority, while special resolutions require a two-thirds majority of the voting rights present [81][82]

Core Points - The document outlines the operational guidelines and management structure of Jiangxi Fuxiang Pharmaceutical Co., Ltd, emphasizing the need for institutionalization, standardization, and scientific management to ensure sound decision-making [2][3] Group 1: General Provisions - The company aims to adapt to modern corporate governance requirements and ensure the correctness and rationality of major business decisions [2] - The General Manager is responsible for daily operations under the Board of Directors' leadership and must execute board resolutions [2] Group 2: Appointment of General Manager - The General Manager and Board Secretary are nominated by the Chairman and appointed by the Board of Directors, while other senior management is nominated by the General Manager [3] - The General Manager's term is three years, with the possibility of reappointment [3] Group 3: Powers and Responsibilities of the General Manager - The General Manager has the authority to manage daily operations, implement annual plans, and propose internal management structures [5][6] - In emergencies, the General Manager can make temporary decisions outside their usual authority but must report to the Board afterward [5] Group 4: Responsibilities of the Deputy General Manager - The Deputy General Manager assists the General Manager and is responsible for their designated duties, reporting regularly to the General Manager [7] Group 5: Financial Responsibilities - The company appoints a Financial Officer responsible for managing financial activities and ensuring compliance with financial regulations [9] - The Financial Officer must report to the General Manager and participate in major financial decision-making [9] Group 6: Dismissal of the General Manager - The Board of Directors must dismiss the General Manager under specific circumstances, such as the end of the term or failure to meet appointment conditions [10][11] - The General Manager cannot resign without prior approval from the Board, especially in critical situations [11][12]

Core Points - The document outlines the operational guidelines for the General Manager of Dazhong Mining Co., Ltd, ensuring compliance with laws and regulations while defining responsibilities and authority [1][2][3] Group 1: General Provisions - The guidelines are established to regulate the management behavior of the General Manager and ensure the smooth execution of duties [1] - The General Manager must adhere to legal and regulatory requirements, act in good faith, and protect the company's interests [1][2] - The guidelines apply to the General Manager and senior management team, including the Vice General Manager and Financial Officer [1][2] Group 2: Appointment and Qualifications - The General Manager is a senior management position responsible for overall company operations and reports directly to the Board of Directors [2][3] - The appointment of the General Manager is proposed by the Chairman and approved by the Board, with specific restrictions on who can hold the position [3] Group 3: Powers and Responsibilities - The General Manager has the authority to manage production operations, implement board resolutions, and propose appointments of senior management [3][4] - Responsibilities include maintaining company assets, adhering to company policies, and ensuring the completion of operational goals [4] Group 4: Conduct and Accountability - The General Manager must follow a strict code of conduct, including avoiding conflicts of interest and ensuring compliance with laws [4][5] - Violations of these conduct rules may result in penalties or the requirement to return any improperly gained income [4][10] Group 5: Financial Management - The document specifies procedures for financial management, including approval processes for significant expenditures [7] - The Financial Officer is responsible for overseeing financial operations and ensuring compliance with accounting standards [6] Group 6: Meeting and Reporting Procedures - Regular meetings of the General Manager's office are mandated to discuss significant company matters, with specific notification and attendance requirements [8][9] - The General Manager is required to report to the Board on operational performance and significant contracts [9] Group 7: Incentives and Disciplinary Measures - The compensation of the General Manager and senior management is linked to company performance, with provisions for rewards and penalties based on conduct and performance [8][10] - Serious misconduct may lead to economic penalties or termination of employment [10] Group 8: Miscellaneous Provisions - Any matters not covered by these guidelines will be governed by relevant laws and the company's articles of association [10] - The guidelines will take effect upon approval by the Board of Directors [10]

General Provisions - Jiangsu Huachen Transformer Co., Ltd. is established as a joint-stock company based on Jiangsu Huachen Transformer Co., Ltd. and registered with the Xuzhou Administrative Approval Bureau [1] - The company was approved by the China Securities Regulatory Commission to issue 40 million A-shares, which were listed on the Shanghai Stock Exchange on May 12, 2022 [1][3] - The registered capital of the company is RMB 164.435 million [2][9] Business Objectives and Scope - The company's business objective is to expand production scale, improve product quality, and pursue sustainable development and mutual benefits [3] - The business scope includes technology import and export, power facility installation and maintenance, manufacturing of transformers and related equipment, and various energy-related services [4] Shares - The total number of shares issued by the company is 164,435,000, all of which are ordinary shares [9] - The company adheres to principles of fairness and transparency in share issuance, ensuring equal rights for all shareholders [15] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, and must comply with laws and the company's articles of association [16][18] - Shareholders are obligated to pay for their subscribed shares and cannot withdraw their capital except as legally permitted [23] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year [48] - Shareholder meetings can be called by the board of directors or by shareholders holding more than 10% of the shares [49][54] Governance and Compliance - The company must ensure compliance with laws and regulations, and protect the rights of minority shareholders [16][25] - The board of directors is responsible for reporting to shareholders on its performance and decisions during the annual meeting [74]

Core Viewpoint - Wahaha has undergone significant changes and challenges under the leadership of Zong Fuli, contrasting sharply with the era of its founder, Zong Qinghou, whose departure has led to internal conflicts and strategic missteps [2][3][4]. Group 1: Leadership Transition - Zong Fuli, with an overseas education background, took over the leadership of Wahaha after Zong Qinghou's passing, initiating substantial reforms aimed at modernizing the company [5][6]. - The transition has faced strong internal resistance, highlighting the clash between traditional values and modern corporate governance [4][6]. Group 2: Internal Conflicts - The trademark transfer incident has emerged as a critical issue, revealing complex interests among various stakeholders and the potential for internal conflict [3][4]. - Key figures, such as Du Jianying and Zong Jichang, have significant influence within the company and have expressed major disagreements with Zong Fuli's strategic direction, exacerbating internal tensions [4][6]. Group 3: Market Position and Challenges - Despite achieving a revenue of 70 billion yuan in 2024, a 36.7% increase from the previous year, Wahaha faces ongoing operational challenges, including factory shutdowns and employee unrest [8][25]. - The competitive landscape has intensified, with emerging brands and external capital posing significant threats to Wahaha's market position [6][8]. Group 4: Governance Issues - Wahaha's governance structure reflects a complex interplay of state-owned and private interests, creating a governance deadlock that complicates decision-making [22][28]. - Zong Fuli's attempts to implement modern management practices have clashed with the company's traditional culture, leading to a disconnect between management and employees [24][30]. Group 5: Cultural Shift - The shift from a "family culture" under Zong Qinghou to a more rule-based management approach under Zong Fuli has alienated long-time employees and loyal distributors, threatening the brand's emotional connection with consumers [22][30]. - The ongoing reforms risk dismantling the foundational values that have historically defined Wahaha, raising concerns about the brand's future identity [29][30].

Core Points - Jiangsu Seagull Cooling Tower Co., Ltd. is established as a joint-stock company to protect the rights and interests of shareholders and creditors, following relevant laws and regulations [2][3] - The company was registered in Changzhou and obtained its business license, with a registered capital of RMB 308,751,768 [2][3] - The company issued 22.87 million shares to the public and was listed on the Shanghai Stock Exchange on May 17, 2017 [2][3] Chapter Summaries General Provisions - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3] - The company's assets are divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [3] - The articles of association serve as a legally binding document for the company, shareholders, and management [3] Business Objectives and Scope - The company's business objectives include establishing a modern enterprise system, enhancing market competitiveness, and maximizing shareholder interests [4] - The business scope includes research, development, design, manufacturing, installation, and sales of industrial cooling towers and water treatment equipment, among other activities [4] Shares - The company's shares are in the form of stocks, with equal rights for each share [5] - The total number of shares is 308,751,768, all of which are ordinary shares [5] - The company can increase or decrease its registered capital according to legal procedures and shareholder resolutions [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise management, and transfer shares [11] - Shareholders must comply with laws and the company's articles of association, and they cannot abuse their rights to harm the company or other shareholders [14][15] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [45][46] - Shareholder meetings must be announced in advance, and all shareholders have the right to attend and vote [55][56] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the type of resolution [78][80]

Core Points - The company aims to strengthen the leadership of the Communist Party and improve corporate governance to protect the rights and interests of shareholders, employees, and creditors while promoting development [1][2][3] - The company is committed to becoming a leading player in the civil explosives industry, focusing on innovation, quality, and sustainable development [4][5] - The company has established a clear organizational structure with defined responsibilities among the Party committee, board of directors, supervisory board, and management [3][4] Group 1: Company Structure and Governance - The company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations [1][2] - The company has a registered capital and is subject to the laws governing joint-stock companies [1][2] - The company has a legal representative, the chairman, who is responsible for civil activities conducted in the company's name [1][2] Group 2: Shareholder Rights and Responsibilities - Shareholders are liable for the company's debts only to the extent of their shareholdings, while the company is liable for its debts with all its assets [2][10] - The company’s articles of association serve as a legally binding document governing the rights and obligations of the company, shareholders, and management [2][10] - Shareholders have the right to sue each other, the board of directors, and senior management based on the provisions of the articles of association [2][10] Group 3: Business Objectives and Scope - The company aims to leverage its comprehensive advantages in the civil explosives industry to create customer value and lead industry progress [4][5] - The company’s business scope includes the production and sale of civil explosives, chemical products, and various manufacturing activities [6][7] - The company is focused on innovation, green development, and integrating into the new development pattern of the national strategy [4][5] Group 4: Capital Management - The company’s shares are issued in the form of stocks, with all shares having equal rights [7][8] - The company can increase its capital through various methods as approved by the shareholders' meeting [10][11] - The company is prohibited from repurchasing its own shares except under specific circumstances outlined in the articles of association [10][11]

Core Insights - The article discusses the critical transition period for family-owned private enterprises in China, highlighting the challenges they face in succession planning amidst increasing international uncertainties and domestic economic transformations [1][2]. Group 1: Challenges in Succession - Family-owned enterprises in China face three main challenges: operational pressures, lack of succession planning, and internal family conflicts [2][3]. - Operational challenges stem from rising international uncertainties, slowing domestic economic growth, and fierce competition due to technological advancements [2][3]. - A common issue among small and medium-sized family businesses is the absence of a clear succession plan, often exacerbated by the founder's indecision regarding the timing of succession and the lack of qualified successors [3][4]. Group 2: Internal Family Dynamics - The intertwining of business operations and family conflicts complicates the succession process, as disagreements among family members can hinder consensus on critical succession matters [4]. - The complexity of relationships among family members, shareholders, management teams, and successors is crucial for determining the success or failure of the succession [2][3]. Group 3: Recommendations for Effective Succession - Establishing a modern corporate governance structure is essential to clarify roles and responsibilities, thereby preventing ambiguity in authority [5][6]. - Selecting professional managers who align with the family's and enterprise's core values is vital for long-term success [6][7]. - Properly addressing the positions and rights of all stakeholders, including family members and professional managers, is fundamental for stabilizing the team and promoting sustainable development [7]. Group 4: Common Traits of Successful Succession - Successful succession often involves a collaborative learning process between generations, where both the founder and successor engage in mutual learning [8][9]. - High-quality, continuous communication between generations is crucial, especially in families where prior communication has been lacking [9][10]. - In cases with multiple successors, a strategy of dual selection and shared responsibilities can be effective in preventing family divisions [10][11]. Group 5: Importance of Family Values and Education - Successful succession is closely linked to strong family education and a supportive family environment, which instills a sense of belonging and recognition of family values in successors [12][13]. - The process of nurturing successors is inherently risky, and the ability of successors to manage the business effectively is a long-term challenge [13].

福建傲农生物科技集团股份有限公司 章 程 二〇二五年五月 目 录 第一章 总则 第一条 为适应建立现代企业制度的需要，规范福建傲农生物科技集团股份有 限公司（以下简称"公司"）的组织和行为，维护公司、股东、职工和债权人的合法 权益，根据《中华人民共和国公司法》（以下简称《公司法》）、《中华人民共和国证 券法》（以下简称《证券法》）和其他有关法律、法规的规定，参照《上市公司章程 指引》 （以下简称《章程指引》）、 《上海证券交易所股票上市规则》 （以下简称《股票 上市规则》）制订本章程。 第二条 公司系依照《公司法》和其他有关规定由福建傲农生物科技集团有限 公司整体变更，采取发起设立方式设立的股份有限公司，在福建省漳州市工商行政 管理局注册登记，取得营业执照，统一社会信用代码为 91350600572989045Q。 第三条 公司于 2017 年 9 月 1 日经中国证券监督管理委员会（以下简称"中国 证监会"）核准，首次向社会公众发行人民币普通股 6,000 万股，均为向境内投资人 发行的以人民币认购的内资股，于 2017 年 9 月 26 日在上海证券交易所（以下简称"证 券交易所"）上市。 第四条 公司注 ...

炬申物流集团股份有限公司 总经理工作制度 （2025 年 5 月修订） 炬申物流集团股份有限公司 总经理工作制度 第一章 总则 第一条 为适应现代企业制度的要求，明确炬申物流集团股份有限公司（以 下简称"公司"）总经理及经理管理层其他成员的职责、权限，保障其高效、规范 地行使职权，根据《中华人民共和国公司法》 （以下简称"《公司法》"）、 《中华人 民共和国证券法》（以下简称"《证券法》"）和《炬申物流集团股份有限公司章 程》 （以下简称"《公司章程》"）等法律、法规、规范性文件的有关规定，制订本 细则。 第二条 本细则适用人员范围为总经理经营班子成员，即总经理、副总经理、 财务负责人和《公司章程》规定的其他高级管理人员等。 第四条 公司董事可受聘兼任总经理或者其他高级管理人员，但兼任总经理 或者其他高级管理职务的董事总计不得超过公司董事总数的二分之一。 第五条 具有《公司法》规定的不得担任公司高级管理人员情形的人员以及 被证券监管机构宣布为市场禁入者且尚在禁入期的人员，不得担任公司的总经理、 副总经理及经营班子其他成员。 第六条 总经理、副总经理、财务负责人必须专职，不得在控股股东、实际 控制人及其控制的其 ...