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永艺股份: 永艺家具股份有限公司章程
Zheng Quan Zhi Xing· 2025-09-01 10:11
永艺家具股份有限公司 第一章 总 则 第一条 为维护公司、股东、职工和债权人的合法权益,规范公司的组 织和行为,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》)和其他有关规定,制定本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司系在原浙江永艺家具有限公司的基础上整体变更设立的股份有限公司; 公司在浙江省市场监督管理局注册登记,取得营业执照,统一社会信用代码: 第三条 公司于 2015 年 1 月 4 日经中国证券监督管理委员会核准,首次 向社会公众发行人民币普通股 2,500 万股,于 2015 年 1 月 23 日在上海证券交 易所上市。 第四条 公司注册名称:永艺家具股份有限公司 公司的英文名称为:UE Furniture Co., Ltd. 第五条 公司住所:浙江省安吉县灵峰街道永艺西路 1 号。 章 程 目 录 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东会 第一节 股东的一般规定 第二节 控股股东和实际控制人 第三节 股东会的一般规定 ...
诺思兰德: 公司章程
Zheng Quan Zhi Xing· 2025-09-01 10:11
Group 1 - The core point of the article is the establishment and operational framework of Beijing Northland Biotechnology Co., Ltd., including its legal foundation, organizational structure, and governance principles [1][2][3][4]. - The company was established as a joint-stock company based on the transformation of Beijing Northland Biotechnology Co., Ltd. and is registered in Haidian District, Beijing [2][3]. - The registered capital of the company is RMB 274.271974 million [3]. Group 2 - The company's business purpose is to operate legally, combining production and capital operations, focusing on the development of new drug projects, and expanding related industries to achieve multi-faceted development [5]. - The company’s business scope includes technology development, transfer, and consulting, investment and asset management, sales of biological products, and various forms of drug retail and wholesale [5]. Group 3 - The company has issued a total of 274,271,974 shares, all of which are RMB ordinary shares [6][7]. - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7][8]. - The company is prohibited from repurchasing its own shares except under specific circumstances, such as reducing registered capital or merging with another company [8][9]. Group 4 - The company’s shares must be transferred in accordance with the law, and the company does not accept its shares as collateral [9][10]. - Major shareholders and executives are restricted from selling their shares within two full accounting years if the company has not yet made a profit [10][11]. Group 5 - The company’s shareholders have rights to dividends, voting, and other benefits proportional to their shareholdings [11][12]. - The company must hold annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [12][13][14].
苏宁环球: 公司章程(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:30
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][3] - The company is established as a joint-stock company in accordance with the "Regulations on Joint Stock Companies" and has completed the necessary registration procedures [2][3] - The company was approved for its initial public offering of 60 million shares in 1997, all of which were issued to domestic investors [3] Company Structure - The registered capital of the company is RMB 30.346 billion [3] - The company is a permanent joint-stock company, with the chairman serving as the legal representative [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 all its assets [3] Business Objectives and Scope - The company's business objectives include lawful operation, scientific management, and providing quality products and services to maximize economic benefits for shareholders [5] - The business scope includes real estate development, urban infrastructure investment, education-related industries, high-tech project development, and various other investments [5] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [6] - The company has issued a total of 3,034.636384 million shares, all of which are ordinary shares [6] - The company may increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, as well as the right to request the convening of shareholder meetings [10][11] - Shareholders must comply with laws and the company's articles of association, and they are liable for losses caused by the abuse of their rights [17] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [21][22] - Shareholder meetings require a quorum and decisions are made based on the majority of voting rights present [79][80] - The company must provide legal opinions on the validity of the meeting procedures and the qualifications of attendees [50] Board of Directors and Management - The board of directors is responsible for the company's operations and must report to the shareholders [73] - Directors and senior management are required to attend shareholder meetings and respond to inquiries from shareholders [70] Legal Compliance and Dispute Resolution - The company must comply with legal obligations and disclose information as required by law [13] - Shareholders have the right to initiate legal proceedings if the board fails to act on their requests [15]
曲美家居: 公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:57
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][3] - The registered capital of the company is RMB 686,543,855 [3][6] - The company is permanently established and operates under the legal framework of the People's Republic of China [3][4] Business Objectives and Scope - The company's business objective is to create value for customers and society while maximizing shareholder rights and company value [2][4] - The business scope includes manufacturing furniture, transportation, home decoration, and sales of various goods including household appliances and building materials [4][5] Share Capital - The total number of shares issued by the company is 686,543,855, all of which are ordinary shares [6][21] - The company’s shares are issued at a nominal value of RMB 1 per share [5][6] - The company prohibits financial assistance for acquiring its shares, except for employee stock ownership plans [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, attend meetings, supervise company operations, and transfer their shares [12][34] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [15][16] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the fiscal year [48] - Shareholder meetings can be convened by the board of directors or by shareholders holding more than 10% of the shares [18][54] - Decisions made at shareholder meetings require a majority or two-thirds majority vote, depending on the type of resolution [80][82] Board of Directors - The board of directors is responsible for the company's operations and must report to the shareholders [30][31] - Directors must act in the best interest of the company and its shareholders, and they can be held liable for damages caused by violations of laws or regulations [15][16] Amendments and Legal Compliance - The company’s articles of association can be amended through a special resolution passed at a shareholder meeting [82] - The company must comply with the laws, regulations, and rules set forth by the China Securities Regulatory Commission and the Shanghai Stock Exchange [43][46]
艾迪精密: 烟台艾迪精密机械股份有限公司 公司章程(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:56
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 44 million shares on December 23, 2016, and was listed on the Shanghai Stock Exchange on January 20, 2017 [1] - The registered capital of the company is RMB 831.088208 million [2] Business Objectives and Scope - The company's business objective is to rely on advanced production technology to produce high-quality products that meet market demand, achieving international advanced quality standards and satisfactory economic and social benefits [3] - The business scope includes manufacturing and sales of construction machinery, hydraulic machinery, metal tools, industrial robots, and various technical services [3][4] Shares - The company issues shares in the form of stocks, including common and preferred shares, with a total of 831.088208 million shares, all of which are common shares [6] - The shares are issued based on principles of openness, fairness, and justice, ensuring equal rights for each share of the same type [6] Shareholder Rights and Obligations - Shareholders enjoy rights according to the type of shares held, including the right to dividends, participation in shareholder meetings, and the right to supervise the company's operations [12] - Shareholders holding more than 5% of voting shares must report any pledging of their shares to the company [15] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting held once a year and temporary meetings called under specific circumstances [42][43] - The board of directors is responsible for convening shareholder meetings, and independent directors can propose temporary meetings [46][47] Decision-Making and Voting - Major decisions, such as capital increases, mergers, and significant asset transactions, require approval from the shareholders' meeting [17][18] - Voting at shareholder meetings must follow specific procedures, and proposals must be clearly stated in the meeting notice [52][53]
柳药集团: 广西柳药集团股份有限公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:34
Group 1 - The core point of the article is the revised articles of association of Guangxi Liuyao Group Co., Ltd. which aim to protect the rights and interests of the company, shareholders, employees, and creditors while regulating the company's organization and behavior [1][2][3] - The company was established as a joint-stock company in accordance with the Company Law and other relevant regulations, with a registered capital of RMB 397,168,905 [2][3] - The company is committed to the health industry, providing professional pharmaceutical distribution services, and aims to become an innovative enterprise in the pharmaceutical circulation field [5][6] Group 2 - The company’s business scope includes wholesale and retail of pharmaceuticals, medical device operations, and various related services [5][6] - The company has issued a total of 397,168,905 shares, all of which are ordinary shares with a par value of RMB 1 per share [7][8] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [10][11] Group 3 - The company’s shareholders have rights to dividends, participate in shareholder meetings, and supervise the company's operations [15][16] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [50][51] - The company’s articles stipulate that any significant transactions must be approved by the board and submitted to the shareholders' meeting for approval [24][26]
天新药业: 公司章程
Zheng Quan Zhi Xing· 2025-08-29 16:17
Core Points - Jiangxi Tianxin Pharmaceutical Co., Ltd. was established as a joint-stock company through the overall transformation of Jiangxi Tianxin Pharmaceutical Co., Ltd. [1] - The company was approved by the China Securities Regulatory Commission (CSRC) to issue 43.78 million shares of ordinary stock to the public on June 13, 2022, and was listed on the Shanghai Stock Exchange on July 12, 2022 [1] - The registered capital of the company is RMB 437.78 million, and it is located in the industrial park of Lepin City, Jingdezhen, Jiangxi Province [1] Company Structure - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, and senior management [1] - The legal representative of the company is the chairman or general manager, who must be appointed within 30 days of resignation [1] - 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 all its assets [1] Business Objectives and Scope - The company's business objectives include strengthening the enterprise, achieving employee success, serving society, and promoting human health [1] - The business scope includes drug production, drug wholesale, production of feed additives, food additives, and hazardous chemicals, among others [1] Share Issuance and Management - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [3] - The company has issued a total of 43.78 million shares, all of which are ordinary shares with a par value of RMB 1 per share [4] - The company may increase or decrease its registered capital based on shareholder resolutions and legal regulations [3][4] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [7] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [9] - The company must maintain a shareholder register based on records from the securities registration and settlement institution [7] 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 [10] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [10] - Decisions made at shareholder meetings require a majority or two-thirds majority vote, depending on the type of resolution [18]
三生国健: 三生国健药业(上海)股份有限公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 13:11
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1] - The company was registered on June 23, 2020, and issued 61,621,142 shares of ordinary stock to the public, which were listed on the Shanghai Stock Exchange on July 22, 2020 [1][3] - The registered capital of the company is RMB 616,785,793 [2] Business Objectives and Scope - The company's business objective is to focus on patients, quality, and innovation, aiming to become a leader in the antibody drug field in China [3] - The business scope includes medical research and development, technical services, drug production, import and export, and medical device operations [4][5] Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [6][7] - The total share capital of the company is RMB 616,785,793, with a total of 616,785,793 shares, all of which are ordinary shares [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 company's articles of association, and they cannot withdraw their capital except as legally permitted [15] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [21][22] - Shareholder meetings require a quorum and must follow legal and procedural requirements for decision-making [36][37] Financial Assistance and Guarantees - The company may provide financial assistance for acquiring its shares under certain conditions, but the total amount cannot exceed 10% of the issued share capital [8] - Any external guarantees provided by the company must be approved by the shareholders if they exceed specified thresholds [46][47]
钜泉科技: 钜泉光电科技(上海)股份有限公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The company, Jiuquan Optoelectronics Technology (Shanghai) Co., Ltd., was established as a joint-stock company from a limited liability company, with its registration completed on May 19, 2010 [1] - The company received approval from the China Securities Regulatory Commission to publicly issue 14.4 million shares of RMB ordinary stock (A shares) on July 15, 2022, and was listed on the Shanghai Stock Exchange on September 13, 2022 [1] - The registered capital of the company is RMB 115.18156 million [1] Chapter Summaries Chapter 1: General Provisions - The company aims to protect the legal rights of shareholders and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1] - The company is a permanent entity and its shares are divided into equal portions, with shareholders liable only to the extent of their subscribed shares [1] Chapter 2: Business Objectives and Scope - The company's business objective is to achieve satisfactory economic benefits for the company and its shareholders through technological advancement and innovation [1] - The business scope includes the development, design, production, and sales of optoelectronic technology products, integrated circuit research and design, and related technical consulting and services [1] Chapter 3: Shares Section 1: Share Issuance - Shares are issued in the form of stocks, with each share having a par value of RMB 1 [1] - The issuance of shares must adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same type [1] Section 2: Share Increase, Decrease, and Repurchase - The company can increase capital through various methods, including public issuance and bonus shares, as decided by the shareholders' meeting [3] - The company may repurchase its shares under specific circumstances, such as reducing registered capital or for employee stock ownership plans [4] Section 3: Share Transfer - Shares can be transferred in accordance with the law, and the company does not accept its own shares as collateral [5] Chapter 4: Shareholders and Shareholders' Meeting Section 1: Shareholders - The company maintains a shareholder register based on records from the securities registration agency, which serves as proof of share ownership [7] - Shareholders have rights to dividends, attend meetings, supervise operations, and access company documents [7] Section 2: Shareholders' Meeting General Provisions - The shareholders' meeting is the company's decision-making body, responsible for major decisions such as business direction, capital changes, and financial reports [12] - The annual shareholders' meeting must be held within six months after the end of the previous fiscal year [12] Section 3: Proposals and Notifications for Shareholders' Meetings - Proposals for the shareholders' meeting must be within the scope of the meeting's authority and clearly defined [16] - Shareholders holding more than 1% of shares can propose temporary motions [16] Chapter 5: Voting and Resolutions of Shareholders' Meetings - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [76][78] - Voting must be conducted in a transparent manner, with results announced immediately [88]
上海临港控股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 13:35
Core Viewpoint - Shanghai Lingang Holdings Co., Ltd. has released a new company charter in August 2025, detailing regulations on various aspects such as organization, operational objectives, shareholding, and board of directors. Company Basic Information and Operations - The registered capital of Shanghai Lingang Holdings Co., Ltd. is RMB 2,522,487,004, with a total of 2,522,487,004 shares, including 2,393,912,273 ordinary shares and 128,574,731 domestic listed foreign shares. The company's operational objective is to become a leading industrial park developer, operator, and service provider in China, with a business scope that includes park investment, development, and operation [2]. Share Regulations - The initiator of the company is Shanghai Automation Instrumentation Company, which subscribed for 158,861,000 shares. The company has clear regulations regarding share increases, decreases, repurchases, and transfers. Financial assistance for acquiring shares is generally prohibited, except for employee stock ownership plans, which can be authorized by the shareholders' meeting or board of directors, with a cumulative total not exceeding 10% of the issued share capital. Specific conditions limit the company's share repurchase, and there are clear regulations on the handling of repurchased shares [3]. Shareholders and Shareholders' Meeting - The company maintains a shareholder register based on securities registration agency certificates. Shareholders have rights such as dividend distribution and participation in shareholder meetings, while also bearing corresponding obligations. The shareholders' meeting is the company's authority body, divided into annual and temporary meetings, with decision-making power over significant matters, including the election of directors and financial plan reviews. Resolutions can be ordinary or special, requiring different voting rights for approval [4]. Board of Directors Regulations - The board of directors consists of 9 to 11 members, with the chairman and vice-chairman elected by a majority of the board. The board has multiple powers, including convening shareholder meetings and executing resolutions. It has established specialized committees such as the audit committee, strategy and ESG committee, nomination committee, and compensation and assessment committee, each with defined responsibilities. The board secretary is responsible for preparing shareholder and board meetings [5]. Party Committee and Senior Management - The company has established a party committee to lead and oversee major company matters. Senior management includes a president, executive vice presidents, and vice presidents, who must adhere to relevant appointment regulations and obligations of loyalty and diligence [6]. Financial and Profit Distribution - The company has developed a financial accounting system and is required to submit and disclose annual, interim, and quarterly reports. The profit distribution policy follows a principle of sustainability and stability, allowing for cash and stock distributions, with cash dividends prioritized. Cash dividends must meet specific conditions and have requirements regarding proportion and time intervals [7]. Other Important Matters - The company has clear regulations regarding mergers, divisions, capital increases, decreases, dissolution, and liquidation. Amendments to the charter must meet specific conditions. Additionally, the company has detailed provisions for notifications and announcements, internal audits, and the appointment of accounting firms [8].