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扬农化工: 关于取消监事会并修订《公司章程》及修订或制订部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-08-21 09:14
Core Viewpoint - Jiangsu Yangnong Chemical Co., Ltd. plans to cancel its supervisory board and amend its articles of association in accordance with new regulatory requirements and the company's actual situation [1]. Summary by Sections Cancellation of Supervisory Board and Amendment of Articles of Association - The company will no longer have a supervisory board, and the responsibilities of the supervisory board will be transferred to the audit committee of the board of directors [1]. - The amendments to the articles of association are based on the Company Law of the People's Republic of China and relevant regulations [2]. Amendments to Articles of Association - The first article of the articles of association will be revised to protect the legal rights of the company, shareholders, employees, and creditors [2]. - The legal representative of the company will now be the general manager instead of the chairman [3]. - The company will ensure that the legal consequences of civil activities conducted by the legal representative are borne by the company [4]. Shareholder Rights and Responsibilities - Shareholders will have the right to sue the company and its directors, supervisors, and senior management [5]. - The company will maintain a legal framework for the rights and obligations between the company and its shareholders [5]. Company Operations and Governance - The company will continue to operate in the manufacturing and processing of pesticides and fine chemical products, among other activities [7]. - The issuance of shares will adhere to principles of openness, fairness, and justice, ensuring equal rights for all shareholders [8]. Capital Increase and Share Repurchase - The company can increase its capital through various methods, including public offerings and private placements, as approved by the shareholders' meeting [11]. - The company will not repurchase its shares except under specific circumstances, such as reducing registered capital or merging with other companies [13]. Shareholder Meetings and Decision-Making - The shareholders' meeting is the company's power organ, responsible for major decisions such as approving financial budgets and profit distribution [32]. - The company will provide legal opinions on the validity of shareholder meetings and decisions [34].
扬农化工: 江苏扬农化工股份有限公司章程(草案)
Zheng Quan Zhi Xing· 2025-08-21 09:14
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 [2][3] - The company is established as a joint-stock limited company approved by the Jiangsu Provincial Government [3] - The company was approved for its initial public offering of 30 million shares on April 25, 2002, and is listed on the Shanghai Stock Exchange [3][4] - The registered capital of the company is RMB 405,398,884 [4] Business Objectives and Scope - The company's business objective is to operate according to international standards, focusing on technology and innovation in the high-tech pesticide and fine chemical sectors [6] - The company is engaged in the manufacturing and processing of pesticides and fine chemical products, as well as technology development and import-export services [6] Shares - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [17] - The total number of shares issued by the company is 405,398,884, all of which are ordinary shares [21] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions approved by the shareholders' meeting [8] Shareholders and Shareholders' Meeting - The company establishes a shareholder register based on records from the securities registration and settlement institution [12] - Shareholders have rights to dividends, request meetings, supervise operations, and access company documents [34] - The shareholders' meeting is the company's authority, responsible for electing directors, approving financial reports, and making significant corporate decisions [46][47] Decision-Making and Voting - Ordinary resolutions require a simple majority, while special resolutions require at least two-thirds of the votes [80][82] - Shareholders can propose agenda items for the meeting, and the notice must include detailed information about the proposals [58][61] - The company must ensure that the meeting is conducted orderly and that all legal requirements are met [64][65]
扬农化工: 公司章程
Zheng Quan Zhi Xing· 2025-03-24 13:29
Core Viewpoint - Jiangsu Yangnong Chemical Co., Ltd. is a publicly listed company established in accordance with Chinese laws, focusing on the production and development of pesticides and fine chemicals, aiming for a leading development strategy in the industry [1][3]. Group 1: Company Overview - The company was approved by the Jiangsu Provincial Government and established by seven founders, including Jiangsu Yangnong Chemical Group Co., Ltd. [1][2]. - The registered capital of the company is RMB 406,686,909 [2]. - The company was listed on the Shanghai Stock Exchange on April 25, 2002, after issuing 30 million shares to the public [1][3]. Group 2: Business Objectives and Scope - The company's business objective is to operate according to international standards, focusing on technology and innovation in the pesticide and fine chemical sectors, aiming for industrialization, intensification, and internationalization [3][5]. - The business scope includes manufacturing and processing of pesticides and fine chemical products, as well as technology development and application services [5]. Group 3: Share Structure and Issuance - The company's shares are issued in the form of stocks, with all shares having equal rights [5][6]. - The total number of shares issued by the company is 406,686,909, all of which are ordinary shares [5][6]. - The company can increase its capital through public or private offerings, subject to shareholder approval [6][8]. Group 4: Shareholder Rights and Responsibilities - Shareholders have the right to sue the company’s directors, supervisors, and senior management, and vice versa [3][10]. - Shareholders are entitled to dividends and have the right to participate in shareholder meetings and vote [10][11]. - Shareholders holding more than 5% of the voting shares must report any pledging of their shares to the company [13][14]. Group 5: Governance and Meetings - The company’s governance structure includes a board of directors and a supervisory board, with the shareholders' meeting being the highest authority [10][45]. - The company must hold an annual shareholders' meeting within six months after the end of the fiscal year [17][48]. - Shareholders can propose agenda items for meetings, and the company must notify shareholders of the meeting details in advance [20][59].