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专访长江商学院院长李海涛:企业接班是一代和二代共同学习的过程
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].
傲农生物: 福建傲农生物科技集团股份有限公司章程(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-30 09:32
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 ...
炬申股份: 总经理工作制度(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-29 13:17
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 ...
华峰测控: 北京华峰测控技术股份有限公司章程
Zheng Quan Zhi Xing· 2025-05-28 10:28
Core Points - The company is established to protect the rights and interests of shareholders and creditors, and to regulate its organization and behavior according to relevant laws and regulations [2][3] - The company aims to become a leading testing machine brand in China and internationally, focusing on creating value for customers and maximizing shareholder interests [4] - The company has a registered capital of RMB 135,533,225, with a total of 42 million shares issued at the time of establishment [5][6] Company Structure - The company is a permanent joint-stock company with independent legal status, and its assets are divided into equal shares [3][4] - The company’s shares are issued in the form of stocks, and all shares of the same type have equal rights [5][6] - The company’s board of directors and management are responsible for the company’s operations and must comply with the laws and regulations [10][11] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, supervise the company’s operations, and transfer their shares [10][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 [12][13] - Major decisions, such as capital increases or decreases, must be approved by the shareholders' meeting [14][15] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [16][17] - Shareholders holding more than 10% of the shares can request a temporary meeting, and the board must respond within a specified timeframe [20][21] - Voting at shareholder meetings requires a majority or two-thirds majority depending on the type of resolution being passed [77][79] Corporate Governance - The company has established a governance structure that includes a board of directors, supervisory board, and management team, ensuring checks and balances [10][11] - The company’s major decisions must be made transparently and in accordance with the law, protecting the interests of all shareholders [13][14] - The company is committed to maintaining independence from its controlling shareholders and ensuring fair treatment of all shareholders [12][13]
上海凤凰: 上海凤凰总经理工作细则
Zheng Quan Zhi Xing· 2025-05-22 14:35
General Provisions - The purpose of the work guidelines is to adapt to the needs of establishing a modern enterprise system and ensure the standardized operation of the corporate governance structure of Shanghai Phoenix Enterprise (Group) Co., Ltd [1] - The general manager is responsible for the daily management of the company under the leadership of the board of directors, executing board resolutions, and ensuring efficient operations [1][3] Appointment of General Manager - The company appoints one general manager and four deputy general managers, with the board of directors responsible for their hiring and dismissal [2] - The general manager must possess rich economic and management knowledge, strong decision-making abilities, and a commitment to integrity and innovation [2] Powers and Responsibilities of the General Manager - The general manager is responsible for organizing the company's production and management, implementing board resolutions, and reporting to the board [5] - The general manager has the authority to make decisions on external investments, asset purchases or sales, and financial matters within specified limits [5][6] Decision-Making Mechanism - The general manager convenes and presides over regular meetings to discuss important operational and management matters, with meetings typically held monthly [12][13] - The general manager has the final decision-making authority on matters discussed in meetings, ensuring that decisions align with the company's strategic goals [14] Reporting Obligations - The general manager must regularly report to the board on various aspects, including the company's long-term development plans, annual plan implementation, and significant contracts [8][15] - In case of major incidents, the general manager is required to provide timely reports to the board [8][15] Compliance and Ethics - The general manager must adhere to laws, regulations, and the company's articles of association, fulfilling duties with loyalty and diligence [20][38] - Any income derived from violations of company policies must be returned to the company, and the general manager is liable for any resulting losses [20]
华菱钢铁: 湖南华菱钢铁股份有限公司章程(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-20 11:28
General Provisions - The company aims to protect the legal rights of the company, shareholders, and creditors, and to regulate its organization and behavior according to relevant laws [1] - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][2] - The company was approved by the Hunan Provincial Government and registered with the Hunan Provincial Market Supervision Administration [1][2] Company Information - The registered name of the company is Hunan Valin Steel Co., Ltd., with a registered capital of RMB 6,908,632,499 [2] - The company is located at 222 Xiangfu West Road, Tianxin District, Changsha City, Hunan Province [2] - The company has a permanent existence as a joint-stock limited company [2] Legal Representation - The board of directors represents the company in executing its affairs, and the legal representative is a director [2][3] - If the legal representative resigns, a new representative must be appointed within 30 days [2] Share Structure - The company's assets are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [2][3] - The company issues shares in the form of stocks, with equal rights for each type of share [5][6] Business Objectives and Scope - The company's business objectives include establishing a modern enterprise system, optimizing resource allocation, and improving market competitiveness [4] - The company primarily produces and sells various steel products, including steel billets, seamless steel pipes, and other related products [4] Share Issuance and Management - The company follows principles of openness, fairness, and justice in issuing shares, ensuring equal rights for all shareholders [5][6] - The company can increase capital through various methods, including public offerings and private placements, as approved by the shareholders' meeting [7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of the company's operations [11][12] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed shares [16][38] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [47][48] - Shareholder meetings require a quorum and must follow legal and procedural requirements for decision-making [80][81] Decision-Making and Voting - Resolutions at shareholder meetings can be ordinary or special, with different voting thresholds required for each type [80][82] - The company must disclose detailed information about board candidates during shareholder meetings [61] Financial Management and Transactions - The company must seek shareholder approval for significant financial transactions and guarantees exceeding certain thresholds [45][20] - The board of directors is responsible for ensuring compliance with financial regulations and maintaining transparency in financial dealings [19]
万讯自控: 公司章程
Zheng Quan Zhi Xing· 2025-05-15 12:20
Company Overview - Shenzhen Wanxun Self-Control Co., Ltd. was established as a joint-stock company in accordance with the Company Law of the People's Republic of China and is registered with the Shenzhen Market Supervision Administration [2][3] - The company was approved by the China Securities Regulatory Commission to issue 18 million shares of RMB ordinary stock to the public on August 4, 2010, and was listed on the Shenzhen Stock Exchange's Growth Enterprise Market on August 27, 2010 [2][3] Capital Structure - The registered capital of the company is RMB 290.224450 million [2] - The total number of shares issued by the company is 290.224450 million, all of which are ordinary shares with a par value of RMB 1.0 per share [4][17] Shareholder Information - The company has a diverse shareholder base, with the largest shareholder being Zunwei Trading (Shenzhen) Co., Ltd., holding 16,394,000 shares, accounting for 20.578% of the total shares [5] - The company has a total of 53,630,000 shares held by various shareholders, with the top shareholders holding significant percentages of the total shares [5] Business Objectives - The company's business objective is to establish a modern enterprise system, optimize management, develop high-tech industries, and maximize shareholder rights and company value while creating good economic and social benefits [2][3] Business Scope - The company is engaged in the production and operation of automation instruments and equipment, software development, and sales of intelligent wireless data terminal products, among other activities [4][3] Share Issuance and Management - The company follows principles of openness, fairness, and justice in issuing shares, ensuring that all shares of the same type have equal rights [4][6] - The company can increase capital through various means, including issuing new shares and convertible bonds, subject to shareholder approval [6][9] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares [12][13] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [15][14] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year, and temporary meetings can be called under specific circumstances [45][46] - The notice for shareholder meetings must be sent out 20 days in advance for annual meetings and 15 days for temporary meetings, detailing the agenda and voting procedures [56][57]
瑞纳智能: 瑞纳智能设备股份有限公司章程(2025年5月)
Zheng Quan Zhi Xing· 2025-05-15 12:20
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant laws and regulations [1] - The company was approved by the Shenzhen Stock Exchange and registered with the China Securities Regulatory Commission, issuing 18,420,000 shares of common stock to the public on November 2, 2021 [1] - The registered capital of the company is RMB 135,917,400.00 [1] Business Objectives and Scope - The company's business objective is to adapt to market economic requirements, transform its operating mechanism, establish a modern enterprise system, and achieve long-term stable and sustainable development [2] - The approved business scope includes general equipment manufacturing, intelligent instrument manufacturing, IoT device manufacturing, software development, and energy management services among others [3] Shares - The company's shares are issued in the form of registered stocks, with equal rights for each share of the same type [4][5] - The total number of shares issued by the company is 135,917,400, all of which are common shares [5] Shareholder Rights and Obligations - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares [10][11] - Shareholders holding more than 5% of voting shares must report any pledges of their shares [13] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [45] - The notice for shareholder meetings must include details such as time, location, and agenda, and must be sent out in advance [59][60] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring more than half of the voting rights and special resolutions requiring two-thirds [79][81] - The company must disclose the results of votes affecting minority investors separately [84]
治理赋能,看山东民企如何借现代企业制度东风
Xin Hua Wang· 2025-04-30 01:48
在产业生态重构方面,中孚信息结合生态合作伙伴不同的价值定位,将生态体系分为集成生态、产品生 态、协同生态三类,构建了"统分结合"的生态谋划、决策、执行、督导和评估机制,联合生态伙伴为用 户提供一体化的解决方案。"在企业内控管理方面,坚持党建引领,2005年公司就成立了党支部,19年 升格为企业党委,支部建设覆盖了市场、研发、技术、职能等各业务体系,中、高层管理人员及关键岗 位人员党员覆盖率超过80%,真正将党组织把方向、管大局的作用融入企业经营管理的全过程。"魏东 晓说。 海利尔药业集团股份有限公司是一家致力于解决农作物病虫草害、帮助作物增产丰收、保障粮食健康安 全,集研产销技术服务于一体的上市公司。"海利尔创立20余年来,通过建立系统规范的现代企业制 度,以清晰的产权结构、规范的法人治理体系和市场化的运营机制,实现从家族企业到主板上市公司的 转型,走出了一条规范化、专业化、国际化的高质量发展之路。"董事长兼总裁葛家成说。 面对行业竞争,海利尔在科学治理体系框架下确立"原药制剂一体化、国内国际一体化"的双轮驱动战 略,构建全产业链布局。上游自主研发与跨国合作突破新化合物开发"卡脖子"技术,储备20余个自主知 ...