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晶华微: 晶华微公司章程
Zheng Quan Zhi Xing· 2025-07-11 16:25
Core Points - Hangzhou SDIC Microelectronic Inc. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [3][4] - The company was approved by the China Securities Regulatory Commission and listed on the Shanghai Stock Exchange on July 29, 2022, with an initial public offering of 16.64 million shares [3][4] - The registered capital of the company is RMB 1,208.91094 million [4] Chapter Summaries Chapter 1: General Provisions - The purpose of the articles is to protect the legal rights of the company, shareholders, employees, and creditors [3] - The company is registered in the Zhejiang Provincial Market Supervision Administration with a unified social credit code [3] - The legal representative of the company is the director who is elected by a majority of the board [4] Chapter 2: Business Objectives and Scope - The company's business objective is to enhance management efficiency and maximize economic benefits for shareholders [5] - The business scope includes research, development, production, and sales of microelectronic integrated circuits and related consulting services [5] Chapter 3: Shares - The company's shares are issued in the form of stocks, with each share having a face value of RMB 1 [6] - The company has issued a total of 12,089.1094 million shares, all of which are ordinary shares [6][7] - 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] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, voting, and supervision of company operations [11] - The company must hold an annual shareholders' meeting and can hold temporary meetings under specific circumstances [49][50] - Shareholders holding more than 10% of shares can request a temporary shareholders' meeting [55] Chapter 5: Proposals and Notifications for Shareholders' Meetings - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [59] - Shareholders can submit proposals 10 days before the meeting [60] - Notifications for meetings must include details such as time, location, and agenda [62] Chapter 6: Conducting Shareholders' Meetings - The company must ensure the orderly conduct of shareholders' meetings and verify the legitimacy of shareholder qualifications [66][71] - The chairman of the board presides over the meeting, and if unavailable, a director is elected to preside [73] - Meeting records must be maintained, documenting attendance, discussions, and resolutions [78]
韩国将严厉打击非法股票交易
Bei Jing Shang Bao· 2025-07-09 16:37
Group 1 - South Korea's three major financial institutions have decided to establish a "Joint Task Force for Combating Stock Price Manipulation" by the end of this month [1][2] - The task force will conduct joint investigations into significant manipulation cases and enforce a "one violation, lifetime delisting" principle for unfair trading practices [2] - The KOSPI index reached its highest closing level in nearly four years, closing at 3133.74 points, with a trading volume of 6.373 billion shares and a total transaction value of 12.5 trillion KRW [2] Group 2 - President Lee Jae-myung's administration aims to boost the stock market, which has faced significant challenges, including a power vacuum and substantial foreign capital outflows [2][3] - Key initiatives include corporate governance reforms, a supplementary budget of at least 30 trillion KRW to stimulate consumption, and significant investments in AI and semiconductor industries [3] - The government plans to invest 100 trillion KRW in AI development and infrastructure, aiming to create a large language model and open-source it [3] Group 3 - The current administration is seen as making historic commitments to shareholder rights, addressing the root causes of the "Korean discount" in the market [4] - Previous attempts by past presidents to resolve shareholder issues have been largely ineffective, with only 14% of companies participating in voluntary value enhancement plans [4] - The proposed amendments to the Commercial Act will clarify the fiduciary duties of directors to shareholders, contrasting with the current law that prioritizes the interests of major shareholders [4] Group 4 - South Korea lifted its ban on "naked short selling" on March 31, 2023, which had been illegal and was previously enforced to stabilize the market during the pandemic [5] - The Financial Services Commission has imposed significant penalties on BNP Paribas and HSBC for repeated violations of short-selling regulations, totaling 2.03 million USD [5] - Following the discovery of large-scale illegal short-selling operations, the Financial Services Commission decided to ban short selling in the stock market until June 2024, with severe penalties for illegal profits [6]
达威股份: 公司章程
Zheng Quan Zhi Xing· 2025-07-08 11:18
Core Points - Sichuan Dowell Science and Technology Inc. was established as a joint-stock company through the transformation of a limited liability company, with its registration in Chengdu and a registered capital of RMB 1,048.01463 million [1][2] - The company aims to promote sustainable development by focusing on the research and production of environmentally friendly products [2][3] - The company issued 14.94 million shares to the public in 2016, with the shares listed on the Shenzhen Stock Exchange [1][2] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [2] - All assets of the company 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 has a total of 104,801,463 shares, all of which are ordinary shares with a par value of RMB 1 per share [5][6] Business Scope - The company's business scope includes the production and sale of fine chemical products, leather goods, plastics, and various other materials, as well as software development and logistics services [3][4] Share Issuance and Management - The company follows principles of openness, fairness, and justice in its share issuance, ensuring equal rights for all shares of the same type [4][5] - The company can increase its capital through various methods, including public offerings and stock dividends, as decided by the shareholders' meeting [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participation in meetings, and the ability to transfer their shares, while also being obligated to comply with laws and the company's articles of association [10][12] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [14][15] Governance and Meetings - The company holds annual and temporary shareholders' meetings, with specific procedures for convening and conducting these meetings [42][43] - Decisions at shareholders' meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [77][79]
新世界: 新世界公司章程(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-27 16:50
Group 1 - The company is named Shanghai New World Corporation Ltd and was established as a joint-stock company approved by the Shanghai Municipal Economic System Reform Office [2] - The company was registered with a total capital of 646,468,534 RMB, equivalent to approximately 646 million RMB [3] - The company aims to maintain the legal rights of shareholders, employees, and creditors while adhering to the leadership of the Communist Party of China [4] Group 2 - The company's business purpose includes adhering to socialist commercial principles and fulfilling social responsibilities while developing a wide range of products to meet consumer demand [5] - The company is authorized to engage in various business activities, including retail of pharmaceuticals, beauty services, and food sales, among others [6] Group 3 - The company has a total of 646,875,384 shares, with a structure primarily consisting of common shares [7] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [7] Group 4 - The company can increase its capital through various methods, including issuing shares to unspecified objects and reducing registered capital as needed [8][10] - The company is prohibited from repurchasing its own shares except under specific circumstances outlined in the regulations [9] Group 5 - Share transfers must comply with legal requirements, and the company does not accept its shares as collateral [11] - Shareholders holding more than 5% of shares must report any changes in their holdings to the company [20] Group 6 - The company’s shareholders have rights to dividends, attend meetings, and supervise the company's operations [13] - Shareholders can request the convening of meetings and have the right to propose agenda items [30] Group 7 - The company’s board of directors is responsible for convening shareholder meetings and must comply with legal and regulatory requirements [26] - The company must provide legal opinions on specific matters during shareholder meetings to ensure compliance [51]
华如科技: 北京华如科技股份有限公司章程(2025年6月)
Zheng Quan Zhi Xing· 2025-06-24 16:41
Core Points - The company, Beijing Huaru Technology Co., Ltd., was established to protect the rights and interests of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [2][4] - The company was approved by the China Securities Regulatory Commission to publicly issue 26.37 million shares of ordinary stock and was listed on the Shenzhen Stock Exchange on June 23, 2022 [3][4] - The registered capital of the company is RMB 155.865 million, and its business term is set for 20 years, from November 23, 2011, to November 22, 2031 [3][4] Company Structure - The company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations [2][3] - The company has a total of 155.865 million shares issued, all of which are ordinary shares [7] - The company’s legal representative is the chairman of the board, and the company bears civil liability for the actions of its legal representative [3][4] Business Objectives and Scope - The company's business objective is to focus on simulation technology research and product development, contributing to the modernization of national defense and economic development [14] - The business scope includes software development, technical services, information technology consulting, and the manufacturing of various technological products, including virtual reality devices and intelligent robots [15][5] Share Issuance and Management - The company issues shares in a public, fair, and just manner, ensuring equal rights for all shares of the same category [17] - The company can increase its capital through various methods, including issuing new shares to specific investors or existing shareholders [23][8] - The company is prohibited from repurchasing its own shares except under specific circumstances, such as capital reduction or employee stock ownership plans [25][9] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and supervise the company's operations [34][12] - Shareholders are required to comply with laws and regulations and are liable for their subscribed shares [40][16] - The company must maintain transparency and provide necessary conditions for shareholders to exercise their rights [4][12] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting, which are responsible for major decisions such as profit distribution and capital changes [46][20] - Shareholder meetings can be called by the board or by shareholders holding a significant percentage of shares, ensuring that all shareholders have a voice in company matters [52][23] - Decisions made at shareholder meetings require a majority or supermajority vote, depending on the nature of the decision [81][33]
上海洗霸: 上海洗霸科技股份有限公司2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-06-19 10:26
上海洗霸科技股份有限公司 上海洗霸科技股份有限公司 2025 年第二次临时股东大会会议资料 上海洗霸科技股份有限公司 议案 1:关于变更注册资本、取消监事会暨修订《公司章程》的 议案 2:关于《股东大会议事规则》更名为《股东会议事规则》 议案 10:关于修订《会计师事务所选聘制度》的议案 ...... 83 (上海市虹口区中山北一路 1230 号柏树大厦 B 区 5 楼) 会议资料 上海洗霸科技股份有限公司董事会 二〇二五年六月二十七日 议案 11:关于选举公司第五届董事会非独立董事的议案 .... 84 上海洗霸科技股份有限公司 2025 年第二次临时股东大会会议资料 上海洗霸科技股份有限公司 各 位 股东/股东代表(以下简称股东): 为确保上海洗霸科技股份有限公司(以下简称公司)2025 年第二次临时股 东大会(以下简称本次大会)顺利进行,根据《中华人民共和国公司法》 公司股东会规则》 《上海证券交易所上市公司自律监管指引第 1 号——规范运作》 及公司《章程》《股东大会议事规则》的规定,制订本须知。 一、股权登记日(2025 年 6 月 20 日)收市后在中国证券登记结算有限责任 公司上海分公司登记在册 ...
上海能源: 上海大屯能源股份有限公司章程
Zheng Quan Zhi Xing· 2025-06-13 10:06
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 and regulations [2][3] - The company was established as a joint-stock limited company approved by the National Economic and Trade Commission in 1999 and registered in Shanghai [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 100 million shares in 2001, listed on the Shanghai Stock Exchange [2][3] Company Information - The registered capital of the company is RMB 722,718,000 [3] - The company is located in the China (Shanghai) Pilot Free Trade Zone [3] Corporate Governance - The chairman serves as the legal representative of the company, and the company must appoint a new legal representative within 30 days if the chairman resigns [4] - 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 [4][5] Business Objectives and Scope - The company's business objective is to maximize efficiency by integrating coal, electricity, aluminum, and new energy services, utilizing advanced technology to enhance innovation capabilities [5][6] - The company engages in various activities including coal mining, electricity generation, and transportation services, among others [6] Share Issuance and Structure - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [7][8] - The total number of shares issued by the company is 722,718,000, all of which are ordinary shares [8][9] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, attend meetings, supervise the company's operations, and transfer their shares [14][15] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and cannot withdraw their capital except as legally permitted [18][19] 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 [48][49] - Shareholder meetings must be convened in a manner that allows all shareholders to participate, including provisions for online voting [22][23] Decision-Making and Voting - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][81] - The company must ensure that all proposals are clearly communicated to shareholders prior to meetings [58][59]
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]
再谈资产负债表:巴菲特评估资产负债表的六个维度!
雪球· 2025-05-25 04:11
Core Viewpoint - A strong balance sheet significantly reduces company risk and ensures free cash flow is available for equity holders rather than debt repayment [2] Group 1: Importance of Balance Sheet - Companies with low debt and strong cash flow can be acquired at low valuation multiples, providing a favorable risk-reward scenario [2] - The focus should be on identifying growth businesses that can generate substantial returns with minimal investment [2] Group 2: Buffett's Investment Philosophy - When Warren Buffett invested in Apple, the company had a low price-to-earnings ratio and a crucial business model that promised high future earnings [3] Group 3: Key Indicators for Evaluating Balance Sheets - **Asset Quality Over Size**: Preference for companies with substantial cash reserves, such as Apple and Coca-Cola, indicating risk resilience [4] - **Receivables and Inventory**: Caution against companies with receivables growing faster than revenue or high inventory levels [4] - **Fixed Assets**: Favor light-asset models like Coca-Cola over heavy-asset companies due to slower returns [5] Group 4: Assessing Debt Risks - **Short-term Debt Ratio**: High short-term debt can lead to liquidity crises [6] - **Interest Coverage Ratio**: Net profit should be at least five times the interest expense [7] - **Off-Balance-Sheet Debt**: Attention to hidden liabilities such as leases and pensions [8] Group 5: Link Between Shareholder Equity and Profitability - **Return on Equity (ROE)**: A sustained ROE above 15% indicates competitive advantage [9] - **Retained Earnings Reinvestment**: Importance of reinvesting profits for compound growth [10] Group 6: Industry Characteristics and Moat Verification - **Industry Comparison**: Different industries exhibit varying debt levels; for example, utilities have high debt but stable cash flows [11] - **Moat**: Companies can build competitive advantages through brand strength, cost advantages, or patents [12] Group 7: Financial Statement Analysis - **Free Cash Flow**: Profits must convert into free cash flow to manage risks effectively [13] - **Profit Authenticity**: Warning against profit growth without corresponding cash flow, which may indicate financial manipulation [14] Group 8: Margin of Safety and Simplification Principles - **Low Leverage**: Preference for companies with debt ratios below industry averages [15] - **Financial Transparency**: Avoidance of complex financial instruments in favor of companies with clear structures [16]
山西高速: 公司章程
Zheng Quan Zhi Xing· 2025-05-21 13:40
Core Points - The company aims to establish a modern corporate system to protect the rights and interests of shareholders, employees, and creditors while ensuring the preservation and appreciation of state-owned assets [2][4] - 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 1,467.31 million [2][6] - The company is committed to the leadership of the Communist Party of China and integrates party organizations into its corporate governance structure [4][11] Company Structure - The company is a permanent joint-stock company with a legal representative who is either a director or manager [3][4] - 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][10] - The company has established a party committee and a disciplinary inspection committee to conduct party activities and ensure compliance with regulations [4][11] Business Objectives and Scope - The company's business objective is to develop highways and related industries while creating value for shareholders [5][16] - The registered business scope includes the maintenance and consulting services for high-grade highways, bridges, tunnels, and related infrastructure projects [5][16] Share Issuance and Capital Management - The company has issued a total of 1,467,310,196 shares, with various rounds of public offerings and private placements since its establishment [7][10] - The company adheres to principles of fairness and transparency in share issuance, ensuring equal rights for shareholders of the same class [18][19] - The company can increase its capital through various methods, including issuing shares to unspecified objects or specific targets [24][30] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and supervise the company's operations [35][36] - The company has established rules to prevent shareholders from abusing their rights to the detriment of the company or other shareholders [41][42] - Shareholders holding more than 5% of the voting shares must report any pledges of their shares to the company [46][47] Governance and Decision-Making - The company’s board of directors is responsible for convening shareholder meetings and making decisions on significant matters such as profit distribution and capital changes [26][27] - Major transactions and external guarantees exceeding certain thresholds require approval from the shareholders' meeting [48][49] - The company has mechanisms in place to ensure compliance with legal and regulatory requirements during decision-making processes [54][55]