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国投中鲁: 国投中鲁公司章程(2025年6月)
Zheng Quan Zhi Xing· 2025-06-13 10:30
General Provisions - The company is established to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][2] - The company was approved to be established on February 6, 2001, and registered in Beijing [1] - The company was approved for its initial public offering of 65 million shares on June 2, 2004, and listed on the Shanghai Stock Exchange on June 22, 2004 [1] Company Structure - The registered capital of the company is RMB 262.21 million [2] - The company is a permanent corporation [2] - The chairman serves as the legal representative of the company, and a new legal representative must be appointed within 30 days if the current one resigns [3] Business Objectives and Scope - The company's business objectives include serving national rural revitalization strategies and the "Belt and Road" initiative, aiming to provide high-quality products and become a globally recognized beverage enterprise [5] - The business scope includes the production and sale of concentrated fruit and vegetable juices, beverages, and fresh fruits and vegetables, among other activities [5] Share Issuance and Structure - The company's shares are issued in the form of stocks, with all shares having equal rights [6] - The total number of shares issued is 262.21 million, all of which are ordinary shares [6][8] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions [8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and the ability to supervise the company's operations [12] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [15][16] Board of Directors - The board consists of nine directors, including three independent directors, with at least one being a professional accountant [34] - The board is responsible for strategic decision-making and risk management [34] - Directors must act in the best interest of the company and avoid conflicts of interest [32][34] Party Committee - The company has established a Party Committee to lead and ensure the implementation of the Party's policies and decisions [27] - The committee is responsible for discussing major management issues before decisions are made by the board [27][60] Governance and Compliance - The company must adhere to laws and regulations regarding shareholder meetings, including the requirement for a majority vote for ordinary resolutions and a higher threshold for special resolutions [52][53] - The company is required to disclose information regarding significant transactions and ensure compliance with relevant regulations [21][22]