基因工程疫苗及生物医药中间体

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美迪西: 美迪西:公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-08 09:20
Core Points - The company, Shanghai Medicilon Inc., was established as a joint-stock company based on the net asset value of Shanghai Medicilon Biomedicine Co., Ltd. and registered in Shanghai [1][2] - The company was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on November 5, 2019, after issuing 15.5 million shares [1][3] - The registered capital of the company is RMB 134.352184 million [2] Chapter Summaries Chapter 1: General Provisions - The purpose of the articles is to protect the legal rights of the company, shareholders, and creditors, and to regulate the company's organization and behavior [1] - The company is a permanent joint-stock company and all assets are divided into equal shares, with shareholders liable only to the extent of their subscribed shares [2] Chapter 2: Business Objectives and Scope - The company's business objective is to integrate and optimize resources to provide high-quality products and services, ensuring sustainable development and maximizing shareholder returns [3] - The business scope includes research and development of drugs for AIDS, cancer sensitizers, gene engineering vaccines, and biopharmaceutical intermediates [4] Chapter 3: Share Issuance - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [4] - The total number of shares issued by the company is 134.352184 million, all of which are ordinary shares [5] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, participate in meetings, supervise the company, and request information [12] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [44] - The company can only issue shares or reduce capital under specific legal procedures and with shareholder approval [22][23] Chapter 5: Shareholder Rights and Obligations - Shareholders must comply with laws and the articles of association, and they cannot withdraw their shares except in legally specified circumstances [38] - Shareholders holding more than 5% of voting shares must report any pledges of their shares [39] Chapter 6: Shareholders' Meeting Procedures - The shareholders' meeting is the company's authority, deciding on business policies, electing directors, and approving financial budgets [41] - The meeting must be convened with proper notice, and shareholders can participate in person or by proxy [60][61] Chapter 7: Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring more than half of the voting rights and special resolutions requiring two-thirds [77][78] - The company must disclose voting results, especially for matters affecting minority investors [80]