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杭齿前进: 《公司章程》(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 11:24
Core Points - The articles outline the regulations and governance structure of Hangzhou Advance Gearbox Group Co., Ltd. [3][4] - The company aims to protect the rights of shareholders, employees, and creditors while adhering to relevant laws and regulations [3][4] - The company was established as a joint-stock company and is registered with a capital of RMB 407.975 million [4][5] Chapter Summaries Chapter 1: General Provisions - The company is established according to the Company Law and other relevant regulations [3] - The company was approved to issue shares to the public in 2010, with a total of 101 million shares issued [4] Chapter 2: Business Objectives and Scope - The company's business objectives include producing quality products, contributing to society, caring for employees, and rewarding shareholders [6] - The business scope includes manufacturing gearboxes, transmission devices, and related components, as well as providing technical services [6] Chapter 3: Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [7] - The total number of shares issued is 407.975 million, all of which are ordinary shares [7][8] Chapter 4: Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and supervision of company operations [12][13] - The company must hold annual and extraordinary shareholder meetings, with specific procedures for proposals and notifications [23][24] Chapter 5: Board of Directors - The board of directors is responsible for the company's management and decision-making [5][6] - Independent directors and specialized committees are established to enhance governance [5][6] Chapter 6: Senior Management - Senior management includes the general manager, deputy general managers, and other key positions [5] Chapter 8: Financial Accounting System, Profit Distribution, and Audit - The company must adhere to a financial accounting system and conduct internal audits [8] Chapter 10: Mergers, Divisions, Capital Increases, Reductions, Dissolution, and Liquidation - The company can increase or reduce capital based on shareholder resolutions and legal requirements [8] Chapter 11: Amendment of Articles - The articles can be amended following the procedures outlined in the document [8] Chapter 12: Supplementary Provisions - The articles serve as a binding document for the company, shareholders, directors, and senior management [5][6]