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浙江医药: 浙江医药股份有限公司章程(2025年修订)
Zheng Quan Zhi Xing· 2025-05-30 09:25
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 company in accordance with the Company Law and other regulations, formed by the merger of three entities [2] - The company was approved for public offering of shares in 1999 and is listed on the Shanghai Stock Exchange [3] Company Structure and Governance - The registered capital of the company is RMB 961,637,750 [3] - The company is a permanent joint-stock company, with the chairman acting as the legal representative [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 its entire assets [3][4] Business Objectives and Scope - The company's business objective is to develop new pharmaceutical products, enhance public health, and maintain competitive advantages in the pharmaceutical industry [4] - The company is engaged in various activities including drug production, hazardous chemicals management, food production, and technology consulting [4][5] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [6] - The total number of shares issued by the company is 961,637,750, with a structure primarily consisting of common shares [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise company operations, and request information [12] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [17] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [47][49] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [79][81] Voting and Decision-Making - Shareholder voting is conducted through a named ballot, and the results are announced immediately [90] - Related shareholders are prohibited from voting on matters that involve conflicts of interest [37]