每经记者｜李少婷 每经编辑｜汤辉 "我们中国人特别强调董事长是一把手，这是错误的。"4月22日，在《卓越董事会 全球最佳实践》的读书会上，北京师范大学公司治理与企业发展研究中心 主任高明华向《每日经济新闻》记者表示，我国公司普遍存在董事会主席身份定位不清的问题，总是越权成为CEO，而董事会主席应善于放手，勇于放弃最 终决策权，他还建议董事长与CEO两个职位分开，而不是兼任。 董事会应当负责战略决策，并对经理层进行监督，独立董事不仅要身份独立还要行为独立……业界积极为公司治理开药方。 "如果说邀请来的独立董事都是哥们、兄弟、朋友，谁还去提反对意见呢？"国务院国资委研究中心原主任、清华大学中国企业研究中心研究员楚序平表示， 董事会是治理体系现代化最核心的制度设计，他提出，应当设立第三方机构，统一选派、评价独立董事，并为独立董事发放薪酬。 图片来源：主办方提供 被误解的董事会：是治理机构，不是管理机构 公司的影响力有多大？楚序平用一个数据勾画出答案的轮廓：2019年时，世界100强跨国公司的进入门槛超过了全球66%的国家和地区的国内生产总值；美 国《福布斯》杂志评选的"2019年最有权力人物排行榜"中，除了6名国家 ...

General Provisions - The company aims to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][4] - The company is established as a joint-stock company in accordance with the Company Law and other relevant regulations [2] - The registered capital of the company is 70 million RMB [3] Business Objectives and Scope - The company's business objective is to establish a new operating mechanism through joint investment by shareholders and to promote the Xgimi brand globally [4][5] - The business scope includes software development, technical services, manufacturing of household appliances, and various sales and advertising activities [5] Shares - The company's shares are in the form of stocks, including domestic shares (A-shares) and overseas listed shares (H-shares) [7] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [7][8] - The company has a total of 3,675,000 shares issued, with specific details on the shareholding structure provided [8] Shareholders and Shareholder Meetings - The company recognizes the rights of shareholders to receive dividends, participate in meetings, and supervise the company's operations [16][35] - Shareholders holding more than 10% of shares can request the board to convene a temporary shareholder meeting [30][31] - The company must provide adequate notice for shareholder meetings, including details on the agenda and voting procedures [62][64] Board of Directors and Management - The board of directors is responsible for the overall governance of the company, including the appointment of senior management [19][22] - The company has established an audit committee to oversee financial practices and ensure compliance with regulations [19] Financial Accounting and Auditing - The company is required to maintain a financial accounting system and conduct regular audits to ensure transparency and accountability [4][19] - Profit distribution and financial responsibilities are clearly defined within the company's articles of association [4][19] Amendments to Articles of Association - The articles of association can be amended following the procedures outlined in the document, requiring approval from the shareholders [10][26]

Core Points - The article outlines the evaluation framework for the board of directors and individual directors of Sichuan Furong Technology Co., Ltd, aiming to enhance corporate governance and adapt to the reform of state-owned asset management [2][3]. Group 1: Board Evaluation - The evaluation of the board focuses on its operational norms and effectiveness, including the establishment of working institutions, daily operations, decision-making quality, and supervision of the management team [4][5]. - The board evaluation is conducted annually, combining evaluations from directors and senior management [5]. - The evaluation results are categorized into three levels: well-functioning, needs improvement, and requires restructuring, with corresponding actions for each level [6][7]. Group 2: Director Evaluation - The evaluation of directors emphasizes their integrity, capability, diligence, performance, and discipline, assessing their professional ethics and work effectiveness [9][10]. - Director evaluations are conducted annually and at the end of their term, utilizing self-assessments, peer evaluations, and assessments from senior management [11][12]. - Evaluation results for directors are classified into four categories: excellent, competent, basically competent, and incompetent, with specific actions tied to each result [13][14].

General Provisions - The company aims to establish a modern state-owned enterprise system with Chinese characteristics to protect the rights and interests of stakeholders [1][2] - The company is required to set up a Chinese Communist Party organization to conduct activities that support production and operations [1][2] Company Structure - The company is registered as a joint-stock company in accordance with the Company Law and has a registered capital of RMB 8.3 billion [2][3] - The company was approved by the China Securities Regulatory Commission to issue 40 million shares to the public in April 1998 and was listed on the Shanghai Stock Exchange in May 1998 [2][3] Management and Responsibilities - The legal representative of the company is elected by the board of directors and is responsible for civil activities conducted in the company's name [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 its entire assets [3][4] Business Objectives and Scope - The company's business objective is to adapt to the socialist market economy, utilize domestic and foreign funds, and promote the rational allocation of production factors [4][5] - The company is engaged in real estate development, property management, real estate information consulting, and sales of building materials [4][5] Share Issuance and Management - The company issues shares in the form of stocks, ensuring equal rights for all shares of the same category [5][6] - The company has issued a total of 830,003,232 shares, all of which are ordinary shares [5][6] Shareholder Rights and Obligations - Shareholders have the right to receive dividends, participate in shareholder meetings, supervise the company's operations, and transfer their shares [11][12] - Shareholders must comply with laws and regulations, pay their subscribed capital, and not abuse their rights to harm the company or other shareholders [15][16] Party Organization - The company has established a Party branch to fulfill its responsibilities, including promoting the Party's policies and participating in major decision-making processes [9][10] - The Party organization plays a supervisory role over the company's operations and ensures compliance with laws and regulations [9][10] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [57][58] - Shareholders holding more than 10% of the shares can request the board to convene a temporary meeting [61][62] Transactions and Financial Management - The company must submit significant transactions, such as asset purchases or sales, for shareholder approval if they exceed certain thresholds [53][54] - The company is prohibited from providing financial assistance to acquire its own shares, except under specific circumstances [5][6]

Core Points - Nanjing Railway New Technology Co., Ltd. was established as a joint-stock company in accordance with Chinese laws, with its registration approved by the China Securities Regulatory Commission on May 18, 2021, and listed on the Shenzhen Stock Exchange on June 30, 2021 [3][4]. - The company's registered capital is RMB 218.4 million (approximately USD 33.5 million) [4]. - The company aims to become a leading supplier in the global rail transit industry, focusing on quality and technology [5]. Company Structure - The company is governed by its articles of association, which serve as a legally binding document for the organization and behavior of the company, shareholders, and management [4]. - The company has a board of directors, supervisors, and senior management, with the chairman serving as the legal representative [4][5]. - Shareholders are entitled to rights and obligations based on their shareholdings, and the company is responsible for its debts with its total assets [4][5]. Business Scope - The company specializes in the research, manufacturing, sales, and technical services of rail transit equipment, electromechanical integration equipment, and related components [5]. - It also engages in the development and sales of new composite materials, railway-specific equipment, and various electronic and mechanical products [5]. Share Issuance and Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1.00 [6]. - The total number of shares issued is 218.4 million, all of which are ordinary shares [6]. - The company has regulations in place for the increase, decrease, and repurchase of shares, which require shareholder approval [7][8]. Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in meetings, and supervise the company's operations [11][12]. - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [13]. - The company has provisions to protect the interests of minority shareholders during significant decisions [29][30]. Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [40][42]. - Shareholder proposals can be submitted by those holding more than 3% of shares, and the company must notify shareholders of meeting details in advance [52][54]. - Voting at shareholder meetings is conducted based on the number of shares held, with provisions for cumulative voting in certain cases [75][76].

Core Points - Der Future Science & Technology Holding Group Co., Ltd. is established as a joint-stock company in accordance with relevant Chinese laws and regulations [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 40 million shares in October 2011 and is listed on the Shenzhen Stock Exchange [1][2] - The registered capital of the company is RMB 797,282,881 [2] Company Overview - The company is located in Suzhou, Jiangsu Province, and focuses on the development and operation of the home furnishing and new materials industries [3] - The business scope includes research, design, production, and sales of smart home products, graphene-related products, and technology development in the fields of internet information technology and e-commerce [3] Share Structure - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [4][5] - The total number of shares issued by the company is 797,282,881, all of which are ordinary shares [5] Shareholder Rights and Obligations - Shareholders have rights to dividends, attend and vote at shareholder meetings, supervise company operations, and transfer their shares [8][9] - Shareholders holding more than 5% of shares must report any pledge of their shares to the company [11] 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 [45] - Shareholder meetings must be conducted in accordance with legal and regulatory requirements, and the company must provide necessary facilities for shareholders to participate [46][83] Decision-Making and Voting - Ordinary resolutions require more than half of the voting rights present, while special resolutions require two-thirds [78][80] - Shareholders must disclose any related party transactions and abstain from voting on such matters [82][29]

Core Points - The articles outline the draft articles of association for Zhejiang Sanhua Intelligent Controls Co., Ltd, which aims to protect the rights of the company, shareholders, and creditors while regulating organizational behavior [2][3][4] Chapter Summaries Chapter 1: 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 Zhejiang Provincial Government and registered with the Zhejiang Administration for Industry and Commerce [2][3] - The registered capital of the company is specified, and the chairman serves as the legal representative [4] Chapter 2: Business Objectives and Scope - The company's business objective is centered on economic efficiency, optimizing product structure, and developing core technologies to create value for shareholders and serve society [6] - The business scope includes research and development of household appliances, manufacturing of refrigeration and air conditioning equipment, and import/export of goods and technology [6] Chapter 3: Shares - The company's shares are issued in the form of stocks, with principles of openness, fairness, and justice governing the issuance [6][7] - The company has issued a total of 30 million shares, with specific allocations to various stakeholders during its establishment [7] Chapter 4: Shareholders and Shareholder Meetings - Shareholders have rights proportional to their shareholdings, including the right to dividends, voting rights, and the right to supervise the company's operations [14][15] - The company must hold annual shareholder meetings and provide adequate notice to shareholders regarding meeting details and proposals [42][54] Chapter 5: Shareholder Meeting Procedures - The procedures for convening shareholder meetings, including the rights of shareholders to propose agenda items and the requirements for voting, are clearly defined [60][77] - Special resolutions require a higher threshold of approval compared to ordinary resolutions, particularly for significant corporate actions [79][80]

德力西新能源科技股份有限公司 章 程 | | | | 第一章 | 总则 2 | | --- | --- | | 第二章 | 经营宗旨和范围 3 | | 第三章 | 股份 3 | | 第一节 | 股份发行 3 | | 第二节 | 股份增减和回购 4 | | 第三节 | 股份转让 5 | | 第四章 | 股东和股东大会 6 | | 第一节 | 股东 6 | | 第二节 | 股东大会的一般规定 9 | | 第三节 | 股东大会的召集 13 | | 第四节 | 股东大会的提案与通知 14 | | 第五节 | 股东大会的召开 16 | | 第六节 | 股东大会的表决和决议 19 | | 第五章 | 董事会 24 | | 第一节 | 董事 24 | | 第二节 | 独立董事 27 | | 第三节 | 董事会 29 | | 第四节 | 董事会专门委员会 33 | | 第六章 | 总经理及其他高级管理人员 35 | | 第七章 | 监事会 37 | | 第一节 | 监事 37 | | 第二节 | 监事会 37 | | 第八章 | 财务会计制度、利润分配和审计 39 | | 第一节 | 财务会计制度 39 | | 第二节 | ...

晶澳太阳能科技 股份有限公司 章程（草案） | | 英文全称：JA Solar Technology Co., Ltd. | | --- | --- | | 第4条 第5条 | 公司注册名称：晶澳太阳能科技股份有限公司 公司住所：河北省宁晋县新兴路 号 123 | 邮政编码：055550 （H 股发行并上市后适用） | 第一章 | 总 则 | 2 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 3 | | 第三章 | 股 份 | 3 | | | 第一节 股份发行 | 3 | | 第二节 | 股份增减和回购 | 5 | | 第三节 | 股份转让 | 7 | | 第四章 | 股东和股东大会 | 7 | | 第一节 | 股东 | 8 | | 第二节 | 股东大会的一般规定 | 10 | | 第三节 | 股东大会的召集 | 15 | | | 第四节 股东大会的提案与通知 | 16 | | 第五节 | 股东大会的召开 | 17 | | 第六节 | 股东大会的表决和决议 | 20 | | 第五章 | 董事会 | 23 | | 第一节 | 董事 | 23 | | 第二节 | 独立董事 | 2 ...