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华菱钢铁: 湖南华菱钢铁股份有限公司章程(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-20 11:28
General Provisions - The company aims to protect the legal rights of the company, shareholders, and creditors, and to regulate its organization and behavior according to relevant laws [1] - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][2] - The company was approved by the Hunan Provincial Government and registered with the Hunan Provincial Market Supervision Administration [1][2] Company Information - The registered name of the company is Hunan Valin Steel Co., Ltd., with a registered capital of RMB 6,908,632,499 [2] - The company is located at 222 Xiangfu West Road, Tianxin District, Changsha City, Hunan Province [2] - The company has a permanent existence as a joint-stock limited company [2] Legal Representation - The board of directors represents the company in executing its affairs, and the legal representative is a director [2][3] - If the legal representative resigns, a new representative must be appointed within 30 days [2] Share Structure - 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 [2][3] - The company issues shares in the form of stocks, with equal rights for each type of share [5][6] Business Objectives and Scope - The company's business objectives include establishing a modern enterprise system, optimizing resource allocation, and improving market competitiveness [4] - The company primarily produces and sells various steel products, including steel billets, seamless steel pipes, and other related products [4] Share Issuance and Management - The company follows principles of openness, fairness, and justice in issuing shares, ensuring equal rights for all shareholders [5][6] - The company can increase capital through various methods, including public offerings and private placements, as approved by the shareholders' meeting [7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of the company's operations [11][12] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed shares [16][38] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [47][48] - Shareholder meetings require a quorum and must follow legal and procedural requirements for decision-making [80][81] Decision-Making and Voting - Resolutions at shareholder meetings can be ordinary or special, with different voting thresholds required for each type [80][82] - The company must disclose detailed information about board candidates during shareholder meetings [61] Financial Management and Transactions - The company must seek shareholder approval for significant financial transactions and guarantees exceeding certain thresholds [45][20] - The board of directors is responsible for ensuring compliance with financial regulations and maintaining transparency in financial dealings [19]