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哈投股份: 哈投股份公司章程
Zheng Quan Zhi Xing· 2025-05-29 11:14
General Provisions - The company is established as a joint-stock limited company to protect the legal rights of shareholders, employees, and creditors, in accordance with relevant laws and regulations [1][2] - The company was approved by the Harbin Economic System Reform Commission and registered with the Harbin Market Supervision Administration, with a registered capital of RMB 2,080,570,520 [1][2] - The company is a permanent entity and its legal representative is the director or manager executing company affairs [2][3] Business Objectives and Scope - The company's business objective is to conduct various forms of investment and business activities within the legal framework, utilizing economic resources and human advantages to create value for shareholders [3][4] - The registered business scope includes industrial investment, equity investment, investment consulting, and the production and supply of electricity and heat [3][4] Shares - The company's shares are issued in the form of stocks, which serve as proof of the shareholder's ownership [4][5] - The company has issued a total of 2,080,570,520 shares, all of which are common shares [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends and other benefits proportional to their shareholdings, and they can request meetings, supervise operations, and transfer their shares [14][15] - Shareholders must comply with laws and the company's articles of association, and they are liable for the company's debts only to the extent of their shareholdings [2][19] Corporate Governance - The company establishes a Party Committee and a Discipline Inspection Committee to ensure adherence to the Party's principles and regulations [9][10] - The Party Committee plays a crucial role in guiding major decisions and ensuring compliance with national policies [10][12] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [21][59] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [23][24] Decision-Making and Accountability - Major decisions require the approval of the Party Committee before being presented to the board or management for final decision [12][13] - Shareholders can initiate legal action if the board fails to act on their requests or if decisions violate laws or the articles of association [17][18]
节能风电: 中节能风力发电股份有限公司章程(2025年第一次修订)
Zheng Quan Zhi Xing· 2025-05-29 09:35
Core Points - 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-owned Assets Supervision and Administration Commission and registered on June 30, 2010 [2] - The registered capital of the company is RMB 647,332.7638 million [3] Chapter Summaries Chapter 1: General Provisions - The purpose of the articles is to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate the organization and behavior of the company [1] Chapter 2: Business Objectives and Scope - The company's business objective is to maximize shareholder interests through effective management and innovation [4] - The business scope includes the development, investment management, construction, operation, maintenance, and equipment modification of wind power projects [5] Chapter 3: Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [7] - The total number of shares issued at the time of establishment was 160,000 million shares, with major shareholders including China Energy Conservation and Environmental Protection Group [8] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, voting, and supervision of the company's operations [14] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [48] Chapter 5: Board of Directors - The board of directors is responsible for the overall management of the company and must report to the shareholders [45] - The board must ensure compliance with laws and regulations during meetings and decision-making processes [73] Chapter 6: Financial Accounting System - The company must establish a financial accounting system and conduct internal audits [8] - The appointment of external auditors must be approved by the shareholders' meeting [45] Chapter 7: Amendments to the Articles - Amendments to the articles must be approved by a special resolution at the shareholders' meeting [82]
云南铜业: 公司章程
Zheng Quan Zhi Xing· 2025-05-28 13:14
General Provisions - Yunnan Copper Co., Ltd. aims to establish a modern corporate governance structure and uphold the legal rights of shareholders, employees, and creditors [1][3] - The company was established as a joint-stock limited company approved by the Yunnan Provincial Government and registered with the Yunnan Provincial Administration for Industry and Commerce [1][2] - The company issued 120 million shares of ordinary stock to the public in 1998, which were listed on the Shenzhen Stock Exchange [1][3] Company Information - The registered capital of Yunnan Copper is RMB 2,003,628,310 [2] - The company is located in Anning City, Yunnan Province, with a postal code of 650308 [2] - The chairman serves as the legal representative of the company, and the company is responsible for civil activities conducted in its name [2][3] Corporate Governance - The company adheres to the principle of lawful operation and aims to create a compliant and well-governed enterprise [3] - A party organization is established within the company to ensure the implementation of party activities and support [3] - The company is committed to social responsibility, including environmental protection and stakeholder interests [3] Business Objectives and Scope - The company's business objective is to become a world-class copper enterprise with global competitiveness, focusing on high-quality development [5] - The business scope includes production, processing, and sales of non-ferrous and precious metals, as well as related technology and services [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 2,003,628,310, all of which are ordinary shares [6][7] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company governance [12] - Shareholders are obligated to comply with laws and the company's articles of association [18] - The company must maintain transparency and provide necessary information to shareholders regarding their rights [12][13] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and conducting these meetings [21][22] - Shareholder proposals must be submitted in writing and comply with legal and regulatory requirements [61][62] - The company ensures that all shareholders can participate in meetings, either in person or through proxies [31][32]
尚纬股份: 尚纬股份有限公司章程(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-28 11:31
尚纬股份有限公司 章 程 (2025 年 5 月修订) 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 第四节 股东会的召集 第五节 股东会的提案与通知 第六节 股东会的召开 第七节 股东会的表决和决议 第五章 董事和董事会 第一节 董事的一般规定 第二节 董事会 第三节 独立董事 第四节 董事会专门委员会 第六章 高级管理人员 第七章 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 第八章 通知与公告 第一节 通知 第二节 公告 第九章 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,制订本章程。 第二条 尚纬股份有限公司系依照《公司法》和其他有关规定成立的股份有 限 ...
中国石化: 中国石化公司章程
Zheng Quan Zhi Xing· 2025-05-28 11:31
General Provisions - The company is established to protect the legal rights of the company, shareholders, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][3] - The articles of association and its attachments are legally binding documents that govern the rights and obligations between the company and its shareholders, as well as among shareholders [1][3] Company Structure - The company is a joint-stock company established in accordance with the Company Law and other relevant regulations, with its founding approved by the National Economic and Trade Commission [3] - The registered name of the company is China Petroleum & Chemical Corporation, abbreviated as Sinopec [5][3] - The company is a permanent entity, and its capital is divided into equal shares, with shareholders' rights and responsibilities limited to their subscribed shares [3][5] Business Objectives and Scope - The company's business objectives include developing the enterprise, returning profits to shareholders, contributing to society, and benefiting employees [6] - The business scope includes production, storage, transportation, and sales of petroleum and chemical products, as well as various energy-related services [7] Shares and Capital - The company issues ordinary shares, which include domestic and foreign shares, and can increase capital through various methods, including issuing new shares to existing shareholders [8][11] - The registered capital of the company is RMB 121,281,555,698 [24] Shareholder Rights and Obligations - Shareholders have the right to receive dividends, participate in shareholder meetings, supervise company operations, and request the company to buy back their shares under certain conditions [30][31] - Shareholders are obligated to comply with the articles of association and not to abuse their rights to harm the interests of the company or other shareholders [31][32] Shareholder Meetings - The shareholder meeting is the company's decision-making body, responsible for approving major company decisions, including business strategies, capital increases, and financial reports [57][60] - The company must establish rules for shareholder meetings, which include procedures for convening meetings, voting, and decision-making [33][36]
欧普照明: 欧普照明股份有限公司章程(2025年5月)
Zheng Quan Zhi Xing· 2025-05-28 10:53
Company Overview - OPPLE Lighting 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 [1] - The company was registered in Shanghai and has a registered capital of RMB 745,148,915 [1][2] - The company aims to become a leading brand in the lighting industry with a focus on responsibility, innovation, and speed [1] Share Structure - The total number of shares issued by the company is 745,148,915, all of which are ordinary shares with a par value of RMB 1 per share [4][7] - The company follows principles of openness, fairness, and justice in its share issuance, ensuring equal rights for all shareholders [4][5] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in shareholder meetings, as well as the obligation to comply with laws and the company's articles of association [6][10] - Shareholders holding more than 5% of the voting shares must report any pledges of their shares to the company [10][11] Corporate Governance - The company is governed by a board of directors and a supervisory board, with specific roles and responsibilities outlined for each [1][11] - The company holds annual and extraordinary shareholder meetings to discuss key decisions, including financial budgets, profit distribution, and major transactions [18][19] Financial Transactions and Approvals - Major transactions, including asset purchases or sales exceeding 30% of the company's total assets, require approval from the shareholders' meeting [18][19] - The company must disclose any financial assistance or guarantees provided to related parties, ensuring transparency and compliance with regulations [12][14] Legal Compliance - The company is required to maintain compliance with the laws and regulations set forth by the China Securities Regulatory Commission and the Shanghai Stock Exchange [1][2] - Any violations of the articles of association or relevant laws can lead to legal actions initiated by shareholders [10][11]
润禾材料: 公司章程(2025年5月)
Zheng Quan Zhi Xing· 2025-05-28 10:53
General Overview - Ningbo Runhe High-Tech Materials Co., Ltd. is established as a joint-stock company under the Company Law of the People's Republic of China [1][3] - The company was formed by the overall restructuring of its predecessor, Ningbo Runhe High-Tech Materials Co., Ltd., and has inherited all rights and obligations [3][4] - The company is registered with a capital of RMB 179.867353 million [3][4] Company Structure - The company has issued a total of 179,867,353 shares, all of which are ordinary shares [4][5] - The company follows principles of openness, fairness, and justice in its share issuance [4][5] - The company’s shares are stored in a centralized manner at the Shenzhen branch of China Securities Depository and Clearing Co., Ltd. [4][5] Business Objectives and Scope - The company's business objective is to adopt advanced technology and scientific management methods to improve economic efficiency and provide acceptable returns to investors [3][4] - The approved business scope includes research, manufacturing, and sales of organic silicon new materials and textile printing and dyeing auxiliaries, as well as logistics and import-export activities [3][4] Shareholder Rights and Responsibilities - Shareholders have the right to request information, supervise the company's operations, and participate in decision-making processes [16][18] - The company ensures the protection of shareholders' rights, particularly for minority shareholders [16][17] - Shareholders are obligated to comply with laws and regulations, and they cannot abuse their rights to harm the company or other shareholders [16][17] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [42][43] - Shareholder meetings must be held within two months of certain significant events, such as losses reaching one-third of the registered capital [43][44] - The company provides a platform for online voting to facilitate shareholder participation [80][81] Decision-Making Processes - Ordinary resolutions require more than half of the voting rights present, while special resolutions require two-thirds [75][77] - The company must disclose the voting results for significant matters affecting minority investors [35][36] - Related party transactions must exclude the votes of related shareholders to ensure fairness [36][37]
新国都: 《公司章程》(2025年5月)
Zheng Quan Zhi Xing· 2025-05-27 13:13
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 [1][2] - The company was established as a joint-stock limited company and registered with the Shenzhen Market Supervision Administration [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 16 million shares on October 19, 2010 [1][2] Company Structure - The registered capital of the company is RMB 567,299,123 [2][6] - The company is a permanent joint-stock limited company [2] - The legal representative of the company is the manager who conducts company affairs [2][3] Business Objectives and Scope - The company's business focus includes the design, development, production, sales, and leasing of financial and communication application systems and specialized equipment [4] - The company aims to become a large software service provider and equipment supplier in China's electronic payment industry [4] Share Issuance - The company's shares are issued in the form of stocks, with each share having an equal nominal value [5][6] - The total number of shares issued by the company is 567,299,123, all of which are ordinary shares with a nominal value of RMB 1 per share [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request meetings and propose agenda items [12][13] - Shareholders are responsible for their actions and may be held liable for damages caused by the abuse of their rights [40] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and conducting these meetings [47][49] - Shareholders holding more than 10% of the shares can request the board to convene a temporary meeting [24][25] Corporate Governance - The board of directors is responsible for managing the company and must act in the best interests of the shareholders [19][23] - The company has established an audit committee to oversee financial practices and ensure compliance with laws and regulations [15][23]
亚香股份: 公司章程
Zheng Quan Zhi Xing· 2025-05-27 12:23
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [3] - The registered capital of the company is RMB 112,770,840 [3] - The company is permanently established and will continue to exist [3] Legal Representative - The legal representative of the company is the general manager, who is responsible for executing company affairs [3][4] - The company will determine a new legal representative within 30 days of the resignation of the current one [2] Share Issuance and Capital Structure - The company issued 20.2 million shares to the public on June 22, 2022, and is listed on the Shenzhen Stock Exchange [3] - The company has a total of 112,770,840 shares, all of which are ordinary shares [6] - The shares are issued based on the principles of openness, fairness, and justice, with equal rights for each share of the same category [5] Business Objectives and Scope - The company's business objectives include utilizing the advantages of a joint-stock system to enhance competitiveness and create substantial returns for shareholders [7] - The business scope includes manufacturing and sales of daily chemical products, food additives, and non-residential real estate leasing, among others [7] Shareholder Rights and Responsibilities - Shareholders have the right to request the board of directors to execute decisions within 30 days [12] - Shareholders can sue the company or its directors for violations of rights and obligations as stipulated in the articles of association [4][12] - Shareholders are obligated to comply with laws and regulations and cannot withdraw their capital except as legally permitted [22] Share Transfer and Trading - Shares must be transferred in accordance with the law, and the company does not accept its own shares as collateral [14] - Directors and senior management must declare their shareholdings and are restricted in transferring shares during their tenure [11] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year [33] - Shareholders holding more than 10% of shares can request a temporary shareholder meeting [56] - The company must provide adequate notice of meetings, including time, place, and agenda [38] Decision-Making and Voting - Ordinary resolutions require a simple majority, while special resolutions require at least two-thirds approval from attending shareholders [48] - The company must ensure that voting rights are exercised fairly, especially for minority shareholders [49] Financial Management and Auditing - The company must maintain transparency in financial dealings and provide necessary conditions for the activities of the Communist Party organization within the company [4] - The board of directors is responsible for ensuring compliance with legal and regulatory requirements in financial reporting [18]
创业环保: 创业环保《公司章程》
Zheng Quan Zhi Xing· 2025-05-27 11:24
天津创业环保集团股份有限公司 公司章程 (经 2025 年 5 月 27 日 2024 年年度股东会修订) 第一章 总则 目 录 第一条 为维护天津创业环保集团股份有限公司(简称"公司")、公司股东 和债权人的合法权益,规范公司的组织和行为,完善中国特色现代企业制度,根 据《中华人民共和国公司法》(简称《公司法》)、《中华人民共和国证券法》 (简称《证券法》)《境内企业境外发行证券和上市管理试行办法》(证监会公 告〔2023〕43 号)、《上市公司章程指引》(证监会公告〔2025〕6 号,)、《上 市公司独立董事管理办法》(证监会令第 220 号)以及《香港联合交易所有限公 司证券上市规则》(主板)《上海证券交易所股票上市规则》等法律、法规和规 范性文件制定、修订本章程。 第二条 公司系依据原国家经济体制改革委员会于一九九三年五月十五日 发布的《股份有限公司规范意见》及有关法律、法规成立的股份有限公司。 公司经原天津市经济体制改革委员会于一九九二年七月二十日下发津体改 委字〔1992〕45 号文批准,以定向募集方式于一九九三年六月八日设立,于一 九九三年六月八日在天津市工商行政管理局注册登记,取得公司营业执照 ...