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中交设计: 中交设计咨询集团股份有限公司章程(修订稿)
Zheng Quan Zhi Xing· 2025-05-30 11:20
Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations, with a registered capital of RMB 2,294,595,565 [1][5] - The company aims to be a leader in international high-end consulting services and to maximize capital profits while ensuring good returns for all shareholders [2][4] - The company has a diverse business scope including marine services, engineering management, technical services, and environmental protection services [4][5] Group 1: Company Structure and Governance - The company is a permanent joint-stock limited company with independent legal status and enjoys civil rights and responsibilities [2][3] - The chairman of the board serves as the legal representative of the company, and the company is responsible for civil liabilities arising from the actions of the legal representative [2][3] - 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 all its assets [2][3] Group 2: Share Issuance and Capital Management - The company has issued a total of 2,294,595,565 shares, all of which are ordinary shares with equal rights [5][6] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7][8] - The company is prohibited from repurchasing its shares except under specific circumstances, such as reducing registered capital or employee stock ownership plans [7][8] Group 3: 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 3% of shares for over 180 days can request to inspect the company's accounting books [12][13] - Shareholders must comply with laws and the company's articles of association, and they are liable for damages caused by abusing their rights [42][43] Group 4: Board and Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [50][51] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [54][55] - Shareholders can propose agenda items for meetings, and the company must notify shareholders of the meeting details in advance [60][61]