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东贝集团: 湖北东贝机电集团股份有限公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-21 16:58
Core Points - Hubei Donper Electromechanical Group Co., Ltd. was established as a joint-stock company in accordance with the Company Law and other relevant regulations, with its predecessor being Huangshi Donper Electromechanical Group Co., Ltd. [2][3] - The company was approved by the China Securities Regulatory Commission to issue shares and absorb the merger with Huangshi Donper Electric Co., Ltd., and was listed on the Shanghai Stock Exchange on December 25, 2020 [3][4] - The registered capital of the company is RMB 621,616,590 [3][4] Company Structure - The company is a permanent joint-stock company, and its legal representative is the chairman, who must be appointed within 30 days of resignation [3][4] - 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 [3][4] Business Objectives and Scope - The company's business objective is to establish a market-adaptive management model, operate legally, and create optimal economic benefits for shareholders while actively fulfilling social responsibilities [4][5] - The business scope includes the production and sale of refrigeration compressors, refrigeration equipment and parts, high-tech development, consulting, and various rental services [4][5] Share Issuance and Structure - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice, with equal rights for each share of the same category [6][7] - The total number of issued shares is 621,616,590, all of which are ordinary shares [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, request meetings, supervise the company's operations, and transfer their shares according to legal regulations [11][12] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and cannot withdraw their capital except as legally permitted [16][17] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [19][20] - The board of directors is responsible for convening meetings and must ensure that the meeting's order is maintained [29][30] Decision-Making and Voting - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [75][76] - Ordinary resolutions require more than half of the voting rights present, while special resolutions require two-thirds [75][76]
海立股份: 海立股份公司章程(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-30 16:22
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [2] - The company is established as a joint-stock limited company in accordance with the regulations of the People's Republic of China [2] - The company was approved to issue 40 million shares of ordinary stock to the public in May 1992, with shares listed on the Shanghai Stock Exchange in November 1992 [2] Business Objectives and Scope - The company's business objective is to organize production and operations based on market demand, aiming to improve economic efficiency and asset value [6] - The registered business scope includes research and development, production of refrigeration equipment, automotive parts, household appliances, and related materials [6] Shares - The company issues registered shares, with each share having a par value of 1 RMB [8] - The total number of shares issued by the company is 1,073,344,406, consisting of 789,174,798 ordinary shares and 284,169,608 foreign shares listed domestically [8] Shareholders and Shareholder Meetings - Shareholders have rights to dividends, request meetings, supervise company operations, and transfer their shares [13] - The company must hold annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [48][49] Board of Directors and Management - The company has a board of directors responsible for major decisions, including the election of directors and approval of financial reports [20] - The general manager serves as the legal representative of the company, with specific responsibilities outlined in the company's articles [4] Financial Accounting and Auditing - The company must maintain a financial accounting system and conduct internal audits, with external auditors appointed by the board [7] Amendments to Articles - The articles of association can be amended through resolutions passed at shareholder meetings, following legal procedures [3] Miscellaneous Provisions - The company is required to establish a party organization to oversee its operations and ensure compliance with relevant laws [5] - The company must maintain transparency and disclose significant events to shareholders and regulatory bodies [19]
东贝集团: 湖北东贝机电集团股份有限公司章程(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-20 08:42
General Provisions - The company aims to protect the legal rights of shareholders and creditors, and to regulate its organization and behavior according to relevant laws and regulations [2][3] - The company was established as a joint-stock limited company on May 16, 2020, and was listed on the Shanghai Stock Exchange on December 25, 2020 [3][4] - The registered capital of the company is RMB 621,616,590 [3] Business Objectives and Scope - The company's business objective is to establish a market-adaptive management model, operate legally, and create optimal economic benefits for shareholders while fulfilling social responsibilities [4] - The business scope includes the production and sale of refrigeration compressors, refrigeration equipment, and related services, as well as property leasing and import-export activities [4] Shares and Shareholders - The company issues ordinary shares, with a total of 62,161.659 million shares [5][6] - Shareholders have rights to dividends and can participate in shareholder meetings, supervise company operations, and transfer their shares [10][11] - The company has regulations regarding the transfer of shares, including restrictions on the transfer of shares held by directors and senior management within the first year of listing [9][10] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [43][44] - Shareholders holding more than 10% of shares can request a temporary meeting, and the company must notify shareholders of the meeting details in advance [49][50] - Decisions at shareholder meetings require a majority or two-thirds vote, depending on whether they are ordinary or special resolutions [76][78] Board of Directors - The board of directors is responsible for the company's management and must report to the shareholders [96] - Directors must meet certain qualifications and cannot hold positions if they have been convicted of certain crimes or are under civil restrictions [96]