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振华重工: 振华重工公司章程(2025年)
Zheng Quan Zhi Xing· 2025-08-29 17:57
General Provisions - The company aims to standardize its organization and behavior, strengthen the leadership of the Communist Party, and improve its corporate governance structure [2][3] - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2][3] Company Purpose and Scope - The company's purpose is to operate independently under national macro-control, utilizing policies to maintain technological advantages and improve economic efficiency [5][6] - The business scope includes designing, constructing, and installing large port handling systems and equipment, marine heavy equipment, and other related services [6][7] Shares - The company's shares are issued in the form of stocks, with a total registered capital of RMB 5,268.353501 million [4][8] - The share structure includes 526,835.3501 million shares, with 194,635.5840 million B shares (36.94%) and 332,199.7661 million A shares (63.06%) [8][9] Shareholder and Shareholder Meeting - Shareholders have rights to dividends, request meetings, supervise operations, and access company documents [17][18] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [29][30] Board of Directors and Management - The board of directors is responsible for the company's operations and must act in the best interests of the company and its shareholders [22][23] - The company must establish a risk and audit committee to oversee financial practices and compliance [22][23] Amendments and Notifications - The company can amend its articles of association as needed, subject to shareholder approval [28][29] - Notifications regarding shareholder meetings must include details such as time, location, and agenda [36][37]
振华重工: 振华重工关于2025年度对外担保计划进展的公告
Zheng Quan Zhi Xing· 2025-08-29 13:11
Core Viewpoint - Shanghai Zhenhua Heavy Industries Co., Ltd. (ZPMC) has announced its external guarantee plan for 2025, detailing the amounts and conditions of guarantees provided to its subsidiaries, ensuring stable operational continuity and addressing the guarantee needs of its holding companies [2][3]. Summary by Relevant Sections Guarantee Overview - The total guarantee amount for 2025 is set at approximately RMB 3.433 billion, with financing guarantees totaling RMB 1.444 billion, non-financing guarantees at RMB 714 million, and engineering guarantees at RMB 1.275 billion [3]. - The guarantees are exclusively for the company's holding subsidiaries, with the plan effective from the date of approval at the 2024 annual shareholders' meeting until the 2025 annual shareholders' meeting [3]. Guarantee Progress - As of June 30, 2025, the total external guarantees provided by the company and its subsidiaries amount to RMB 468.0054 million, with no overdue guarantees reported [2][3]. - The guarantees provided to ZPMC Korea Co., Ltd., ZPMC Engineering (Malaysia) SDN. BHD., and ZPMC Panama Corporation are within the previously estimated limits, with no counter-guarantees in place [2][3]. Financial Indicators of Guaranteed Entities - ZPMC Korea Co., Ltd. reported total assets of RMB 178.47 million and a net profit of RMB 18.06 million for the first half of 2025 [4]. - ZPMC Engineering (Malaysia) SDN. BHD. had total assets of RMB 66.04 million and a net profit of RMB 2.82 million for the same period [4]. - ZPMC Panama Corporation's financials were not detailed in the provided documents, but it is noted as a wholly-owned subsidiary of ZPMC [4]. Necessity and Reasonableness of Guarantees - The guarantees are deemed necessary for the daily business development of the holding companies, with all guaranteed entities being subsidiaries of ZPMC, indicating a controlled risk environment [5]. - The board of directors supports the guarantee plan as it aligns with the company's operational stability and overall development strategy [5].