公司章程

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海天味业: 海天味业公司章程(草案)
Zheng Quan Zhi Xing· 2025-06-04 12:03
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][3] - The company was established as a joint-stock company and registered with the local market supervision authority, obtaining a business license [3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 74.85 million shares on January 14, 2014, and was listed on the Shanghai Stock Exchange on February 11, 2014 [3] Business Objectives and Scope - The company's business objective is to enhance product quality, develop new products, and improve economic efficiency while maintaining international competitiveness [4] - The registered business scope includes the production and operation of condiments, soy products, food, beverages, packaging materials, and other related services [4] Shares - The company issues shares with a par value of RMB 1 each, with A shares listed on the Shanghai Stock Exchange and H shares on the Hong Kong Stock Exchange [6][7] - The total number of shares is specified, with a structure consisting solely of ordinary shares, without preferred shares [5] Shareholder Rights and Responsibilities - Shareholders holding more than 3% of the company's shares for over 180 days can request to inspect the company's accounting books [11] - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares [33][12] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [43][44] - Shareholders can propose agenda items for meetings, and the company must provide adequate notice of the meeting details [30][28] Management and Governance - The company establishes a board of directors and a supervisory board, with specific roles and responsibilities outlined for each [41][36] - The chairman of the board serves as the legal representative of the company, and the company must appoint a new legal representative within 30 days if the chairman resigns [3][8] Capital Increase and Decrease - The company can increase its capital through various methods, including public offerings and bonus shares, subject to shareholder approval [8][22] - The company may also reduce its registered capital following legal procedures [8][22]
南亚新材: 南亚新材公司章程(2025年6月)
Zheng Quan Zhi Xing· 2025-06-04 10:34
南亚新材料科技股份有限公司 章 程 二〇二五年六月 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 股东和股东大会 第一节 股东 第二节 股东大会的一般规定 第三节 股东大会的召集 第四节 股东大会的提案与通知 第五节 股东大会的召开 第六节 股东大会的表决和决议 第五章 董事会 第一节 董事 第二节 董事会 第六章 经理及其他高级管理人员 第七章 监事会 第一节 监事 第二节 监事会 第八章 财务会计制度、利润分配和审计 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第九章 通知与公告 第一节 通知 第二节 公告 第十章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十一章 修改章程 第十二章 附则 第一章 总 则 第一条 为维护南亚新材料科技股份有限公司(以下简称"公司"或"本公司")、 股东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。 ...
广誉远: 公司章程(2025年5月修订)
Zheng Quan Zhi Xing· 2025-06-03 12:15
Core Points - GuangYuYuan Chinese Herbal Medicine 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 489,491,141 [2][3] - The company aims to innovate and inherit traditional Chinese medicine culture, contributing to the health of the Chinese people [4] - The company has a comprehensive business scope that includes the production, sales, and research of various traditional and Western medicine forms [4] Company Structure - The company is governed by a board of directors, with the chairman serving as the legal representative [3] - The company has established a party committee and a disciplinary committee to ensure adherence to the leadership of the Communist Party of China [1] - The company has a total of 489,491,141 shares issued, all of which are ordinary shares [5] Share Issuance and Management - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [4][5] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [6][7] - The company is prohibited from acquiring its own shares, except under specific circumstances approved by the shareholders' meeting [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and the ability to supervise the company's operations [11] - Shareholders are required to comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [16][40] - The company must maintain transparency and disclose information regarding significant events and shareholder rights [13][17] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [48][49] - Shareholder proposals must be submitted in advance, and the company is required to notify shareholders of meeting details [58][59] - Voting at shareholder meetings can be conducted in person or by proxy, with specific rules governing the validity of votes [66][67]
柏诚股份: 柏诚系统科技股份有限公司章程(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-03 10:29
Group 1 - The company is named Both Engineering Technology Co., Ltd. and was established in accordance with the Company Law of the People's Republic of China [1] - The company was registered on March 16, 2023, and approved by the China Securities Regulatory Commission for the public issuance of 130 million shares [3] - The registered capital of the company is RMB 527,216,860 [6] Group 2 - The company operates as a limited liability company with permanent existence [1] - The legal representative of the company is the chairman of the board, who is responsible for executing company affairs [2] - 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] Group 3 - The company's business scope includes various engineering services such as electromechanical installation, building decoration, and environmental engineering [3][4] - The company is also involved in domestic trade and the import and export of goods and technologies [4] Group 4 - The company’s shares are issued in the form of stocks, and all shares have equal rights [6] - The total number of shares issued by the company is 527,216,860, all of which are ordinary shares [6] Group 5 - The company can provide financial assistance for others to acquire its shares under certain conditions, with a limit of 10% of the total issued capital [7] - The company may increase or decrease its registered capital as needed, following legal procedures [7][8] Group 6 - The company’s shareholders have rights to dividends, attend meetings, and supervise the company’s operations [13][14] - Shareholders can request the convening of shareholder meetings and have the right to propose agenda items [26][58]
芯朋微: 公司章程(2025年5月)
Zheng Quan Zhi Xing· 2025-05-30 15:22
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 China Securities Regulatory Commission for its initial public offering of 28.2 million shares on June 23, 2020, and was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on July 22, 2020 [3] - The registered capital of the company is RMB 131,310,346 [6] Corporate Governance - The chairman serves as the legal representative of the company, and if the chairman resigns, a new legal representative must be appointed within 30 days [3] - 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 [3] - The company’s articles of association are legally binding on the company, shareholders, directors, and senior management [3] Business Objectives and Scope - The company aims to become a leading provider of electronic components, integrated circuits, and related products with international influence, focusing on quality and excellence [4] - The business scope includes research, design, production, sales of electronic components and integrated circuits, as well as related technical services and import/export activities [4] Share Issuance and Capital Structure - The company’s shares are issued in the form of stocks, with a par value of RMB 1 per share [5] - The total share capital of the company is 131,310,346 shares, all of which are ordinary shares [5] - The company may provide financial assistance for others to acquire its shares, but the total amount of such assistance cannot exceed 10% of the issued share capital [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [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 [41] - The company must maintain a shareholder register, which serves as proof of share ownership [11] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with the annual meeting to be held within six months after the end of the fiscal year [49] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [53][55] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [81][83] Related Party Transactions - Related party transactions must be disclosed, and related shareholders are required to abstain from voting on such matters [85] - The company must ensure that transactions do not harm the interests of other shareholders [16]
益方生物: 益方生物科技(上海)股份有限公司章程(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-30 11:58
General Information - InventisBio Co., Limited is established as a joint-stock company based on the transformation of InventisBio (Shanghai) Co., Ltd, registered in Shanghai with a unified social credit code of 913101150609007219 [3][4] - The company was approved by the Shanghai Stock Exchange on January 20, 2022, and publicly issued 115 million shares of ordinary stock in April 2022, subsequently listing on the Sci-Tech Innovation Board on July 25, 2022 [3][4] Company Structure - The registered capital of the company is RMB 578.327844 million [4] - The company is a permanent joint-stock company, with the chairman serving as the legal representative [4][5] - 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 [4][5] Governance and Management - 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 [5] - Senior management includes the general manager, deputy general managers, board secretary, financial officer, and other personnel as specified in the articles [5] - The company is required to establish a Communist Party organization and conduct activities in accordance with the Party's regulations [5][6] Business Objectives and Scope - The company aims to adopt advanced technology, production equipment, and scientific management methods to expand international markets and enhance economic benefits [6] - The business scope includes drug production, wholesale, retail, and import/export, along with various biotechnology and pharmaceutical technology services [6][7] Share Issuance and Capital Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [7][9] - The total number of shares issued by the company is 578.327844 million, all of which are ordinary shares [9] - The company can increase capital through various means, including issuing shares to unspecified objects, subject to shareholder approval [10][11] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares [15][16] - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [21][22] - The company’s articles stipulate that shareholders must comply with laws and the articles, and they cannot withdraw their capital except as legally permitted [21][22]
洛阳钼业: 洛阳栾川钼业集团股份有限公司章程
Zheng Quan Zhi Xing· 2025-05-30 11:58
Group 1 - The company is named Luoyang Luanchuan Molybdenum Industry Group Co., Ltd., and it was 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 was founded on August 25, 2006, and registered with the Market Supervision Administration of Luoyang City, obtaining a business license [2][3] - The company issued H-shares to the public for the first time on March 8, 2007, with a total of 1,191,960,000 shares, and issued RMB ordinary shares on July 13, 2012, totaling 200,000,000 shares [2][3] Group 2 - The company's registered capital is RMB 4,278,862,035.2 [2] - The company is a permanent joint-stock company, and its legal representative is appointed from the board of directors or management [3] - 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 [3] Group 3 - The company's business purpose is to maximize shareholder interests while providing quality service and adhering to the principles of a socialist market economy [5] - The company's business scope includes the mining, smelting, and deep processing of tungsten and molybdenum products, as well as the export of related chemical products [5] Group 4 - The company’s shares are issued in the form of stocks, with each share having a par value of RMB 0.2 [6][7] - The total number of shares issued by the company is 21,394,310,176, with A-shares accounting for 81.61% of the total [7][8] - The company can issue shares to both domestic and foreign investors, with domestic shares referred to as "internal shares" and foreign shares as "external shares" [6][7] Group 5 - The company can increase its capital through various means, including issuing convertible bonds and employee stock ownership plans [9][12] - The company is allowed to repurchase its shares under specific circumstances, such as reducing registered capital or merging with other companies [10][12] Group 6 - Shareholders have the right to sue the company based on the company’s articles of association, and the company can also sue shareholders and management [4][5] - The company’s articles of association serve as a legally binding document for the company, shareholders, and management [3][5]
长光华芯: 公司章程
Zheng Quan Zhi Xing· 2025-05-30 11:58
Core Points - The company is Suzhou Everbright Photonics Co., Ltd., established as a joint-stock company under Chinese law, with a registered capital of RMB 176.279943 million [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 33,900,000 shares, which were listed on the Shanghai Stock Exchange on April 1, 2022 [1][3] - The company's business scope includes the research, development, production, and sales of optoelectronic chips, devices, and systems [3][4] Company Structure - The company operates with a long-term business duration and has a board of directors led by a chairman who is also the legal representative [2][3] - The company’s shares are issued in the form of stocks, with each share having a nominal value of RMB 1.00 [5][6] - The total number of shares issued by the company is 176.279943 million, all of which are ordinary shares [8] Shareholder Rights and Responsibilities - Shareholders are entitled to rights proportional to their shareholdings, including profit distribution and voting rights at shareholder meetings [12][13] - The company has provisions for shareholders to propose agenda items for meetings and to request the convening of extraordinary shareholder meetings under certain conditions [25][28] - Major shareholders must adhere to regulations regarding the exercise of rights and must not abuse their control to harm the company or other shareholders [41][42] Corporate Governance - The company’s articles of association serve as a binding document for the organization and behavior of the company, shareholders, and management [3][12] - The board of directors is responsible for the overall management and must report to the shareholders annually [74] - Shareholder meetings can be held annually and must be convened within six months after the end of the previous fiscal year [48][49] Financial Management - The company can increase its registered capital through various methods, including issuing new shares to unspecified or specific investors [22] - The company is prohibited from acquiring its own shares except under specific circumstances, such as capital reduction or employee stock ownership plans [24][25] - Any external guarantees provided by the company must be approved by the board and then by the shareholders if they exceed certain thresholds [20][21]
明泰铝业: 河南明泰铝业股份有限公司章程
Zheng Quan Zhi Xing· 2025-05-30 09:25
Core Points - The company, Henan Mingtai Aluminum Industrial Co., Ltd., was established as a joint-stock company from a limited liability company, registered in Gongyi City, Henan Province, with a registered capital of RMB 1,243,704,027 [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 60,000,000 shares, which were listed on the Shanghai Stock Exchange on September 19, 2011 [2][3] - The company's business scope includes manufacturing various aluminum products and conducting import and export activities, excluding those subject to national prohibition or administrative approval [5] Company Structure - The company's total assets are divided into equal shares, with each share having a par value of RMB 1, totaling 1,243,704,027 shares issued [3][19] - The company is designed for perpetual existence as a joint-stock company, with the chairman or manager serving as the legal representative [3][4] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [4] Share Issuance and Ownership - The issuance of shares follows principles of fairness and justice, ensuring equal rights for all shareholders of the same class [5][10] - The company has a detailed record of its shareholders, including their subscribed shares, holding ratios, and contribution methods, with the largest shareholder being Ma Tingyi, holding 33.62% of the shares [6][8] - The company allows for the transfer of shares in accordance with legal regulations, with specific restrictions on the transfer of shares held by founders and senior management [13][14] Corporate Governance - The company’s articles of association serve as a legally binding document governing the relationships and rights among the company, shareholders, and management [4][17] - Shareholders have the right to request information, attend meetings, and participate in decision-making processes, ensuring transparency and accountability [15][16] - The company is required to disclose significant events and maintain the independence of its operations, assets, and finances [20]
浙江医药: 浙江医药股份有限公司章程(2025年修订)
Zheng Quan Zhi Xing· 2025-05-30 09:25
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating 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 other regulations, formed by the merger of three entities [2] - The company was approved for public offering of shares in 1999 and is listed on the Shanghai Stock Exchange [3] Company Structure and Governance - The registered capital of the company is RMB 961,637,750 [3] - The company is a permanent joint-stock company, with the chairman acting 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 its entire assets [3][4] Business Objectives and Scope - The company's business objective is to develop new pharmaceutical products, enhance public health, and maintain competitive advantages in the pharmaceutical industry [4] - The company is engaged in various activities including drug production, hazardous chemicals management, food production, and technology consulting [4][5] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [6] - The total number of shares issued by the company is 961,637,750, with a structure primarily consisting of common shares [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise company operations, and request information [12] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [17] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [47][49] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [79][81] Voting and Decision-Making - Shareholder voting is conducted through a named ballot, and the results are announced immediately [90] - Related shareholders are prohibited from voting on matters that involve conflicts of interest [37]