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水井坊: 水井坊公司章程(2025年5月28日修订,并经2025年6月18日股东会审议通过)
Zheng Quan Zhi Xing· 2025-06-20 11:36
General Provisions - The company aims to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [1][3] - The company was established as a joint-stock company in accordance with national regulations and has undergone name changes from "Sichuan Pharmaceutical Co., Ltd." to "Sichuan Quanjing Co., Ltd." and finally to "Sichuan Shuijingfang Co., Ltd." [1][2] - The company was approved for its initial public offering of 26.6 million shares in 1996 and is listed on the Shanghai Stock Exchange [1][3] Company Structure - The registered capital of the company is RMB 487,503,198 [2] - The company is a permanent joint-stock company, and the general manager serves as the legal representative [2][3] - 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] Business Objectives and Scope - The company's business objective is to establish a dynamic operating system, improve technology and management levels, and develop its core business centered on Chinese liquor while also engaging in diversified operations [5] - The main business scope includes food production and sales, with additional activities in biobased materials technology research and development, manufacturing, and sales [5] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [6][7] - The total number of shares issued by the company is 487,503,198, all of which are ordinary shares [6][7] - The company can increase its capital through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, or converting reserves into capital [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [10][11] - Shareholders must comply with laws and the company’s articles of association, and they cannot withdraw their capital except as legally permitted [14][39] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [14] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [47] - Shareholder meetings are the company's decision-making body, with powers including electing directors, approving profit distribution plans, and making decisions on major company changes [45][46] - The company must provide legal opinions on the legality of the meeting procedures and the qualifications of attendees [50] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [79][80] - Shareholders can exercise their voting rights based on the number of shares they hold, with each share granting one vote [82] - The company must ensure that the voting process is transparent and that results are disclosed promptly [30][83]