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合锻智能: 合肥合锻智能制造股份有限公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-01 16:13
Core Points - Hefei Metalforming Intelligent Manufacturing Co., Ltd. was established through the overall change of Hefei Forging Machine Tool Co., Ltd. and is registered in the Anhui Province Administration for Industry and Commerce [1][2] - The company was approved by the China Securities Regulatory Commission to issue 45 million shares of ordinary stock to the public and was listed on the Shanghai Stock Exchange on November 7, 2014 [1][3] - The registered capital of the company is RMB 494.414437 million [2] Company Structure and Governance - The company is a permanent corporation, and the general manager serves as the legal representative [2][3] - The legal representative's civil activities conducted on behalf of the company will have legal consequences borne by the company [2] - 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 [2][3] Business Objectives and Scope - The company's business objective is to become a leading manufacturer in the industry by utilizing advanced technology and management methods, focusing on producing forging machinery, engineering machinery, machine tool parts, mining equipment, and other mechanical products [3][4] - The company is engaged in various business activities, including research, production, sales, installation, and service of machinery and equipment, as well as import and export of goods and technologies [4][5] Share Issuance and Management - The company's shares are issued in the form of stocks, and all shares have equal rights [4][5] - The company has issued a total of 494.414437 million shares, all of which are ordinary shares with a par value of RMB 1 per share [4][5] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions approved by the shareholders' meeting [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in meetings, supervise the company's operations, and request information [9][10] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and cannot withdraw their capital except as legally permitted [12][13] - Shareholders who abuse their rights causing losses to the company or other shareholders may be held liable for damages [13][14] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [17][18] - Shareholder meetings are the company's decision-making body, with specific powers including electing directors, approving financial reports, and making decisions on significant transactions [15][16] - The company must provide legal opinions on the meeting's legality and ensure proper procedures are followed [18][19] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][81] - Shareholders can vote in person or by proxy, and the company must ensure that the voting process is transparent and fair [22][23] - Related party transactions must be disclosed, and related shareholders must abstain from voting on such matters [29][30]