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上市公司章程指引(20xx年修訂)英漢對照-wenkub

2022-10-30 10:58:42 本頁面
 

【正文】 r of [the number of the business license]. Note: The approval authorities and approval documents shall be described when the establishment of the Company should be submitted for approval according to the provisions of the applicable laws and administrative regulations. Article 3 The Company has been approved/certified by [full name of the approval/certification authority] on [date of approval/certification] with its initial public offering of [number of shares] RMBdenominated ordinary shares that were listed on [full name of the stock exchange] on [date of listing]. The Company also issued [number of shares] foreign investment shares to overseas investors that were domestically listed and subscribed in foreign currencies, which were listed on [full name of the stock exchange] on [date of listing]. Note: For those panies that have not issued (proposed to issue) domestically listed foreign investment shares, no description is required here with respect to the contents of domestically listed foreign investment shares. The same below. Article 4 Registered name of the Company: [full name in Chinese] [Full name in English] Article 5 Domicile of the Company: [domicile in full and post code of the Company]. Article 6 The registered capital of the Company is RMB [amount of registered capital]. Note: In case of change of total amount of the registered capital due to increase or reduction of the registered capital of the Company, a resolution should be passed on the matters concerning the modification of the Articles of Association after the general meeting has passed a resolution on consent of the increase or reduction of its registered capital, and it shall be specified that the board of directors are authorized to handle the formalities for change of the registered capital. Article 7 The business term of the Company is [number] years [or: The Company is a joint stock pany limited of permanent existence]. Article 8 The [Chairman of its board of directors or its Manager] of the Company shall serve as its legal representative. Article 9 All the assets of the Company are divided into shares of equal value, whereby its shareholders are liable to the Company to the extent of the shares subscribed by them and the Company undertakes the responsibilities for its obligations with all its assets. Article 10 Effective on the date of its establishment, the Articles of Association of the Company shall be a legally binding document that regulates the anization and acts of the Company and the rights and obligations between the Company and the shareholders and between shareholders. The Articles of Association of the Company shall be binding upon the Company and its shareholders, directors, supervisors and officers. According to these Articles of Association, shareholders may sue other shareholders, as well as directors, supervisors, managers or other officers of the Company, shareholders may sue the Company according to its Articles of Association and the Company may sue its shareholders. Article 11 Other officers of the Company set forth in its Articles of Association mean deputy managers, secretary of the board of directors and the financial officer of the Company. Note: According to the actual circumstances, the Company may in its Artic les of Association specify persons as its officers. Chapter 2 Purposes and Scope of Business Article 12 The business purpose of the Company is: [contents of purposes]. Article 13 Upon registration according to law, the business scope of the Company shall be [contents of the business scope]. Note: For any item within the business scope of the Company required to be approved according to applicable laws and administrative regulations, approval must be acquired according to law. Chapter 3 Shares Section 1 Issue of shares Article 14 The shares of the Company adopt the form of share certificates. Article 15 The issue of shares by the Company shall adopt the principles of openness, fairness and equality, and each share of the same class shall be of equal rights and benefits. Each share of the same class issued at the same time shall be of the same offering conditions and price, and for subscription of each share by any unit or individual, the same price should be paid. Article 16 The certificates of shares issued by the Company shall be denominated in Renminbi. Article 17 The shares issued by the Company shall be centralized and deposited with [name of a securities registration agency]. Article 18 The promoters of the Company are: [full names], the number of shares subscribed by them is respectively [number of shares subscribed], and the method and time of capital contribution [specific method and time of capital contribution]. Note: In case of transfer of the shares held by the promoters of the Company that has been established for more than one year, the number of the shares held by the promoters is not required for entry. Article 19 Total number of the shares of the Company is [number of shares], and the position of the equity capital of the Company is as follows: [number] ordinary shares and [number] shares of other classes. Note: Descriptions should be made of other classes of shares issued by the Company. Article 20 The Company or its subsidiaries (including its affiliated enterprises) may not provide any financial aid to the persons who purchase or propose to purchase the shares of the Company in such forms as donation, advance fund, security, pensation, loans or other forms. Section 2Increase, Reduction, or Repurchase of Shares Article 21 According to the need of the operation and development and in pliance with the provisions of the applicable laws and regulations, the Company may increase it capital in any of the following ways respectively upon resolution by the meeting: (1) public offering of shares。 or (5) any oth
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