股份发行与回购

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ST华通: 浙江世纪华通集团股份有限公司章程(二〇二五年八月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Core Points - The company is Zhejiang Century Huatong Group Co., Ltd., established as a joint-stock company based on the original Zhejiang Century Huatong Vehicle Industry Co., Ltd. [1][2] - The company was approved by the China Securities Regulatory Commission to issue 45 million shares of common stock to the public on June 30, 2011, and was listed on the Shenzhen Stock Exchange on July 28, 2011 [1][2] - The registered capital of the company is RMB 7,452,556,968 [1][2] - The company's business scope includes manufacturing and sales of automotive and motorcycle parts, precision metal molds, and various other products [2][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 company's organization and behavior [1] - The company is a permanent joint-stock company with a unified social credit code [1][2] Chapter 2: Business Objectives and Scope - The company's business objective is to prioritize people and technology, provide satisfactory products and services, and achieve good returns for shareholders while maintaining industry leadership [2] - The business scope includes manufacturing and sales of automotive parts, motorcycle parts, precision metal molds, and various other products [2] Chapter 3: Shares - The company's shares are issued in the form of stocks, with a nominal value of RMB 1.00 per share [3] - The company has issued a total of 7,452,556,968 shares, all of which are common shares [3][4] Chapter 4: Shareholders and Shareholders' Meeting - The company establishes a shareholder register based on the certificates provided by the securities registration and settlement institution [7] - Shareholders have rights to dividends, request meetings, supervise the company, and transfer their shares [7][8] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [15] Chapter 5: Board of Directors and Board of Supervisors - The board of directors is responsible for the company's operations and decision-making [1][2] - Independent directors and specialized committees are established to enhance governance [1][2] Chapter 6: Senior Management - Senior management includes the general manager (president), vice presidents, board secretary, and financial officer [2] Chapter 7: Financial Accounting System, Profit Distribution, and Audit - The company must establish a financial accounting system and conduct internal audits [2] Chapter 8: Notices and Announcements - The company must issue notices and announcements in accordance with legal requirements [2] Chapter 9: Merger, Division, Capital Increase, Decrease, Dissolution, and Liquidation - The company can increase or decrease capital based on shareholder resolutions [2] Chapter 10: Amendment of Articles - The articles can be amended following the procedures outlined in the company law and regulations [2] Chapter 11: Supplementary Provisions - The articles serve as a legally binding document for the company, shareholders, directors, and senior management [1][2]
天铁科技: 浙江天铁科技股份有限公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-12 16:14
Core Points - The company, Zhejiang Tiantie Technology Co., Ltd., was established as a joint-stock company through the overall restructuring of Zhejiang Tiantie Industrial Co., Ltd. [2] - The company was approved by the China Securities Regulatory Commission to issue 26 million shares of ordinary stock to the public, which were listed on the Shenzhen Stock Exchange on January 5, 2017 [2][3] - The registered capital of the company is RMB 1,162,109,688 [2][3] - The company aims to enhance product quality, develop new products, and actively participate in global market competition [4][5] Company Structure and Governance - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, supervisors, and senior management [3] - The company has established a party organization in accordance with the Communist Party of China’s regulations, which plays a political core role within the company [2] - The chairman of the board serves as the legal representative of the company [2] Business Scope - The company's business scope includes technology services, manufacturing and sales of rubber products, metal structures, springs, seals, plastic products, and various construction materials [4][5] - The company is also involved in energy storage technology services, high-speed rail equipment manufacturing, and sales of photovoltaic equipment and components [4][5] Share Issuance and Capital Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [5] - The total number of shares issued by the company is 1,162,109,688, all of which are ordinary shares [5] - The company can increase its capital through various methods, including public offerings and private placements, subject to shareholder approval [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, attend and vote at shareholder meetings, and supervise the company's operations [11][12] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [14] - The company must ensure that shareholders' rights are protected and that any related party transactions do not harm the interests of minority shareholders [14][15] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [16][17] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 3% of the shares [20][21] - The company must provide legal opinions on the validity of the meeting procedures and the qualifications of attendees [17][18]
金字火腿: 公司章程(2025年7月备案)
Zheng Quan Zhi Xing· 2025-07-25 16:14
Core Points - The company Jinzi Ham Co., Ltd. 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 approved by the China Securities Regulatory Commission to issue 18.5 million shares of common stock to the public and was listed on the Shenzhen Stock Exchange on December 3, 2010 [2] - The registered capital of the company is RMB 1,210,614,164 [2] 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 objectives are based on "integrity and prudent operation," focusing on ham, meat products, and food as core businesses, aiming for sustainable development and value creation for shareholders [5] - The business scope includes food production, sales, internet sales, technology services, and investment activities [5] Chapter 3: Shares - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [16] - The total number of shares issued at the establishment of the company was 50 million, with a par value of RMB 1 per share [7] - The company has issued a total of 1,210,614,164 shares, all of which are common shares [9] Chapter 4: Shareholders and Shareholders' Meeting - The shareholders' meeting is the company's authority, responsible for electing directors, approving profit distribution plans, and making decisions on capital increases or reductions [46] - Shareholders have rights to dividends, request meetings, supervise operations, and transfer their shares [34][36] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [48] Chapter 5: Directors and Board of Directors - The board of directors is responsible for managing the company's affairs and is elected by the shareholders [3] - The legal representative of the company is elected from among the directors [3] Chapter 6: Senior Management - Senior management includes the general manager, deputy general managers, board secretary, financial director, and chief engineer [3] Chapter 7: Financial Accounting System, Profit Distribution, and Audit - The company must establish a financial accounting system and conduct internal audits [7] Chapter 8: Notices and Announcements - The company is required to issue notices and announcements in accordance with legal and regulatory requirements [8] Chapter 9: Merger, Division, Capital Increase, Reduction, Dissolution, and Liquidation - The company can increase or reduce capital based on shareholder resolutions and legal regulations [11] Chapter 10: Amendment of Articles - The articles can be amended in accordance with legal provisions and shareholder resolutions [10] Chapter 11: Supplementary Provisions - The articles serve as a legally binding document for the company, shareholders, directors, and senior management [3]