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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]
南网科技: 南网科技:关于修订《公司章程》及部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-05-30 11:21
证券代码:688248 证券简称:南网科技 公告编号:2025-016 南方电网电力科技股份有限公司 关于修订《公司章程》及部分公司治理制度的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 《公司章程》的修订情况 南方电网电力科技股份有限公司(以下简称"公司")于 2025 年 5 月 30 日召开第二届董事会第十五次会议,审议通过了《关于修订 <公司章程> 的议案》, 本议案尚需提交公司股东大会审议并需股东大会特别决议通过。具体情况如下: 为落实《中华人民共和国公司法(2023年修订)》 《关于新 <公司法> 配套制度 规则实施相关过渡期安排》《上市公司章程指引(2025年修订)》《上海证券交易 所科创板股票上市规则(2025年4月修订)》及中国南方电网控股上市子公司章程 范本等法律法规及文件,公司拟针对不设监事会等要求修订现有章程,主要修订 内容详见附件《 <南方电网电力科技股份有限公司章程> 修订情况对比表》,具体 以市场监督管理部门登记备案为准。本次修订后的《公司章程》详见公司同日在 上海证券交易所网站(www. ...
中交设计: 中交设计关于取消监事会并修订公司章程及其附件议事规则的公告
Zheng Quan Zhi Xing· 2025-05-30 11:21
Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association and related procedural rules in accordance with the new Company Law and relevant regulations [1][2]. Group 1: Abolishment of Supervisory Board - The supervisory board will be abolished, and its functions will be transferred to the audit committee of the board of directors [1]. - The relevant rules and regulations pertaining to the supervisory board will be nullified [1]. Group 2: Amendments to Articles of Association - The company will revise certain clauses of its articles of association to align with the new Company Law and related guidelines, including adjustments in punctuation and wording [2]. - The term "shareholders' meeting" will be changed to "shareholders' assembly," and references to "supervisors" will be removed [2]. Group 3: Amendments to Attachments - The company will also amend the attachment rules, including renaming the "Shareholders' Meeting Rules" to "Shareholders' Assembly Rules" [2]. - The rules for the board of directors will be updated in conjunction with the amendments to the articles of association [2]. Group 4: Other Matters - The amendments to the articles of association and attachments will be submitted for approval at the 2024 annual shareholders' meeting [2]. - The management team will be authorized to handle the necessary business registration and documentation changes following the shareholders' approval [2].
浙江医药: 浙江医药关于取消监事会并修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-05-30 09:25
证券代码:600216 证券简称:浙江医药 公告编号:2025-021 浙江医药股份有限公司 关于取消监事会并修订《公司章程》的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏,并对其内容的真实性、准确性和完整性承担个别及连带责任。 浙江医药股份有限公司(以下简称"公司")于2025年5月30日以通讯表决 方式召开了第十届六次董事会会议,审议通过了《关于取消监事会并修订 <公司> 章程>的议案》。根据《中华人民共和国公司法》《上市公司章程指引》等相关规 定,结合公司实际情况,公司不再设置监事会,监事会的职权由董事会审计委员 会行使,公司《监事会议事规则》等监事会相关制度相应废止,同时修订《公司 章程》及公司部分制度中涉及监事、监事会、股东会名称相关表述。 《公司章程》 主要修订情况如下: 《公司章程》原条文 《公司章程》修订后的条文 第一条 为维护公司、股东和债权人的 第一条 为维护公司、股东、职工和债 合法权益,规范公司的组织和行为,根 权人的合法权益,规范公司的组织和行 据《中华人民共和国公司法》(以下简 为,根据《中华人民共和国公司法》(以 称《公司法》)、《中华人 ...
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
浙江医药股份有限公司章程 二○二五年五月三十日 浙江医药股份有限公司章程 目 录 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(以下简称"公司")。 公司经浙江省人民政府证券委员会浙证委199757 号文批准,由原浙江新昌制药股份有限 公司、浙江仙居药业集团股份有限公司和浙江省医药有限公司新设合并组建,以募集方式设立; 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:91330000142943469Q。 第三条 公司于 1999 年 8 月 12 日经中国证券监督管理委员会证监发行字199999 号文批 准,首次向社会公众发行人民币普通股 5800 万股,于 1999 年 10 月 21 日在上海证券交易所上市。 第四条 公司注册名称:浙江医药股份有限公司 ZHEJIANG MEDICINE CO.,LTD. 第五条 公司住所:绍兴滨海新城致远中大道 1 ...
第一医药: 上海第一医药股份有限公司第十届监事会第十九次(临时)会议决议公告
Zheng Quan Zhi Xing· 2025-05-30 09:10
此议案尚需提交公司 2024 年年度股东大会审议。 二、公司《关于购买董事、监事及高级管理人员责任保险的议案》 第十届监事会第十九次(临时)会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导 性陈述或者重大遗漏,并对其内容的真实性、准确性和完整性承担法律责 任。 重要内容提示:本次监事会不存在否决议案,没有监事投反对/弃权票。 上海第一医药股份有限公司第十届监事会第十九次(临时)会议于 2025 年 5 月 25 日以邮件方式通知,于 2025 年 5 月 30 日以通讯方式召开。本次会议由监事长李峰召集 并主持,本次会议应参加表决监事 3 名,委托 0 名,实际参加表决监事 3 名。会议的召 开符合有关法律、行政法规、部门规章、规范性文件和《公司章程》的规定。根据会议 议程,本次会议审议通过了以下事项: 一、公司《关于取消监事会并修订 <公司章程> 及配套制度的议案》 具体内容详见上海证券交易所网站 www.sse.com.cn《上海第一医药股份有限公司关 于取消监事会并修订 <公司章程> 及配套制度的公告》(公告编号:2025-025)。 表决结果:赞成 3 名,反对 0 名,弃权 ...