Chapter 1  Total  then

Article 1  To build a modern enterprise system with Chinese characteristics，Improving the corporate governance structure of provincial enterprises，Standard management behavior，Give full play to the important role of company articles of association in corporate governance，According to the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law")、The "Enterprise State-owned Assets Law of the People's Republic of China" (hereinafter referred to as the "Enterprise State-owned Assets Law") and other laws and regulations and relevant normative documents，Based on the actual situation of provincial enterprises，Develop these measures。  

Article 2  The institution that performs the investor’s duties as referred to in these Measures (hereinafter referred to as the investor institution)，refers to the state-owned assets supervision and administration agency that performs investor duties on behalf of the Shaanxi Provincial People's Government (hereinafter referred to as the provincial government), namely the Shaanxi Provincial People's Government State-owned Assets Supervision and Administration Commission (hereinafter referred to as the Provincial State-owned Assets Supervision and Administration Commission)。

Article 3  Provincial enterprises as referred to in these Measures，refers to a wholly state-owned company performed by the Provincial State-owned Assets Supervision and Administration Commission as an investor、Wholly state-owned companies and state-owned holding companies。

Article 4  Formulation of Articles of Association of Provincial Enterprises、Modify、Review、Approved、These measures are applicable to management activities such as filing。

Article 5  Management of Articles of Association of Provincial Enterprises，Adhere to the party’s leadership、Adhere to governing enterprises according to law、Insist on deepening reform、Adhere to the principle of equality of rights and responsibilities，Effectively standardize corporate governance，Implement corporate property rights and operational autonomy，Implement the requirements to strengthen the supervision of state-owned assets with a focus on capital management，Ensuring the safety and preservation and appreciation of state-owned assets。

Chapter 2  Main contents of the charter

Article 6  The articles of association of provincial enterprises should generally include but are not limited to the following main contents:

(1) General provisions;

(2) Business purpose, scope and term;

(3) Investor institution or shareholders’ meeting (shareholders’ meeting);

(4) Party organization;

(5) Board of Directors;

(6) Management;

(7) Board of Supervisors (or Supervisors);

(8) Employee democratic management and labor and personnel system;

(9) Finance, accounting, auditing and legal advisory systems;

(10) Merger, division, dissolution and liquidation;

(11) Supplementary Provisions.

Article 7  General provisions shall state the company name、Residence、Basic information such as legal representative；Clear the company category according to the opinions of the Provincial State-owned Assets Supervision and Administration Commission；Make it clear that party organizations play a leading role，Turn the direction、Manage the overall situation、Guarantee implementation，Clear the institutional dafabet mobile appsetup and basic guarantees of the party organization。

Article 8  Business purpose、Business purpose in scope and duration clause、The business scope should be in line with the company’s development strategic plan、Main business scope, etc.；The description of business scope should be standardized and unified，Comply with the current public standards for industrial and commercial registration。

Article 9  The terms of the investor’s institution or dafabet mobile appThe shareholders’ meeting (shareholders’ meeting) should fully describe the asset income granted to the investor’s institution or shareholders by the Company Law and the Enterprise State-owned Assets Law、Rights to participate in major decisions and select managers；Major matters that fall within the review or approval authority of the investor’s institution should be specified。

The articles of association of investors of wholly state-owned companies should clarify that the Provincial State-owned Assets Supervision and Administration Commission shall implement and manage the layout of state-owned capital、Standardize capital operations、Improving capital returns、Responsibility for maintaining capital security。

Wholly state-owned company、The articles of dafabet mobile appThe shareholders’ meeting (shareholders’ meeting) of the state-owned holding company’s articles of association should clarify that shareholders mainly exercise their rights based on their equity shares，Proposal proposed by appointing shareholder representative、Post a comment、Exercise voting rights。

Article 10  The party organization clause should clarify the legal status of the party organization in the corporate governance structure，State the organizational structure of the party organization、Responsibilities and permissions、Cross appointment、Main responsibilities and working methods；Make it clear that major business and management matters must be studied and discussed by the party organization，The board of directors or management will then make the decision。

State-owned holding companies should combine their shareholding structures、Operation and management practices，Fully listen to the opinions of other shareholders, including institutional investors，Write the overall requirements for party building work into the company’s articles of association。

Provincial enterprises with established party committees，Party Secretary、The chairman is usually served by one person，The general manager who is a party member serves as the deputy secretary of the party committee，Equipped with a full-time deputy secretary for party building and entered the board of directors；Members of the party committee who meet the requirements can enter the board of directors through legal procedures、Supervisory Board、Managerial，Board of Directors、Supervisory Board、Qualified party members among management members may enter the party committee in accordance with relevant regulations and procedures；Establish the Party’s Discipline Inspection Committee (Discipline Inspection and Supervision Team) in accordance with regulations。

Article 11  The terms of the board of directors should specify the number of positions on the board of directors、Composition structure、Director term、Responsibility positioning、Methods of discussion and working rules, etc.，Rights and Obligations of Directors、Provisions on the duties and powers of the chairman of the board；Relevant special committees should be established based on the actual situation of the company，Clearly establish a board secretary and an independent board of directors office；General provisions for authorization by the board of directors should be stated。

Article 12  The management clause should clearly set up the general manager、Deputy General Manager、Chief Accountant；The general manager’s responsibilities should be clarified，Responsible to the Board of Directors，Exercise management of production and operation in accordance with the law、Organize the implementation of board resolutions and other powers，Report to the Board of Directors，Report work to the chairman of the board of directors between meetings。The general manager’s right to nominate relevant senior managers should also be clarified。

Article 13  The terms of the board of supervisors (or supervisors) should specify the composition of the board of supervisors、Supervisor term、Responsibilities of the board of supervisors (supervisors of companies without a board of supervisors)、Work rules, etc.。No supervisory board、Provincial enterprises with only supervisors should make it clear that supervisors are appointed by shareholders in accordance with relevant regulations。

Article 14  The company’s articles of association should clearly define the scope of the company’s senior managers，General dafabet casino mobile appmanager should generally be included、Deputy General Manager、Chief Accountant、General Counsel、Secretary of the Board of Directors, etc.。

Article 15  The company’s articles of association should ensure that the rights and responsibilities of each governance body are clear、Clear positioning、Scientific and standardized rules of procedure and voting procedures；Ensure that the content of the legal provisions of the company’s articles of association is clearly defined，In line with the basic direction and principles of corporate governance development of provincial enterprises。

Chapter 3  Management of Articles of Association of Wholly State-Owned Companies

Article 16  The articles of association of a wholly state-owned company shall be formulated or approved by the Provincial State-owned Assets Supervision and Administration Commission。The Provincial State-owned Assets Supervision and Administration Commission can authorize new establishment、Reorganization、The preparatory body of the restructured company and other decision-making bodies formulate draft articles of association，Submit to the Provincial State-owned Assets Supervision and Administration Commission for approval。

When one of the following situations occurs，Articles of Association of wholly state-owned companies should be formulated in accordance with the law:

(1) Newly established wholly state-owned companies;

(2) Merger through new establishment、A wholly state-owned company newly formed through reorganization such as splitting；

(3) Other circumstances occur that require the formulation of company articles of association.

Article 17  The Provincial State-owned Assets Supervision and Administration Commission is responsible for amending the articles of association of wholly state-owned companies。The board of directors of a wholly state-owned company shall be authorized by the Provincial State-owned Assets Supervision and Administration Commission，According to law、Administrative regulations and the actual situation of the company shall be formulated in a timely manner to amend the company's articles of association，Submit to the Provincial State-owned Assets Supervision and Administration Commission for approval。

When one of the following situations occurs，The articles of association of wholly state-owned companies should be revised in a timely manner:

(1) Matters stipulated in the company’s articles of association and current laws、Contradictory to administrative regulations and normative documents；

(2) The actual situation of the company changes，Inconsistent with the company’s articles of association；

(3) The Provincial State-owned Assets Supervision and Administration Commission decides to amend the company’s articles of association.

Article 18  The draft or amendment to the articles of association of a wholly state-owned company is formulated by the company's preparatory organization or the board of directors，Should be reported to the Provincial State-owned Assets Supervision and Administration Commission for approval within five working days after review and approval，And submit the following written documents:

(1) Request for instructions from a wholly state-owned company on formulating or amending its articles of association；

(2) Resolution of the preparatory body or board of directors of a wholly state-owned company on the draft articles of association or amendments to the articles of association；

(3) Draft Articles of Association or Amendment to Articles of Association, Original Articles of Association;

(4) Copy of business license;

(5) Legal opinion on the draft articles of association or amendments to the articles of association signed by the company’s general counsel or issued by a law firm；

(6) Other relevant materials required by the Provincial State-owned Assets Supervision and Administration Commission.

Article 19  After the Provincial State-owned Assets Supervision and Administration Commission receives the request materials submitted by the wholly state-owned company，Materials need to be reviewed。Incomplete submission materials，Revisions and corrections should be notified at once within five working days；Submit complete materials，The Provincial State-owned Assets Supervision and Administration Commission conducts a preliminary review of the draft or amendment to the company's articles of association，And notify the wholly state-owned company of the preliminary review opinions within fifteen working days。

Article 20  Wholly state-owned company makes modifications or puts forward specific opinions based on the preliminary review opinions，After communication and consensus，Resubmit to the Provincial State-owned Assets Supervision and Administration Commission。The Provincial State-owned Assets Supervision and Administration Commission should complete the review and approval process within fifteen working days。If you need to extend the processing period，The reporting unit should be informed in advance。

Article 21  The articles of association of the wholly state-owned company were approved，The Provincial State-owned Assets Supervision and Administration Commission is responsible for the review and approval according to the prescribed procedures。

Article 22  After receiving the approval of the company’s articles of association for a wholly state-owned company，Should be in law、Complete industrial and commercial registration procedures within the time specified in administrative regulations。

Chapter 4  Management of Articles of Association of Wholly State-owned and Holding Companies

Article 23  Wholly state-owned company、The articles of association of a state-owned holding company are jointly formulated by shareholders。

Article 24  Wholly state-owned company、dafabet mobile appThe shareholders’ meeting (shareholders’ meeting) of a state-owned holding company is responsible for amending the company’s articles of association。Wholly state-owned company、The board of directors of a state-owned holding company shall follow the law、Administrative regulations and the actual situation of the company shall be formulated in a timely manner to amend the company's articles of association，After communicating with the Provincial State-owned Assets Supervision and Administration Commission，Submitted to the Shareholders’ Meeting (General Meeting of Shareholders) for review。

When one of the following situations occurs，State-owned wholly-owned companies should be modified in a timely manner、Articles of Association of State-owned Holding Company:

(1) Matters stipulated in the company’s articles of association and current laws、Contradictory to administrative regulations and normative documents；

(2) The actual situation of the company changes，Inconsistent with the company’s articles of association；

(3) dafabet mobile appThe shareholders’ meeting (general meeting of shareholders) decides to amend the company’s articles of association。

Article 25  Shareholder representatives appointed by the Provincial State-owned Assets Supervision and Administration Commission shall express opinions in accordance with the instructions of the Provincial State-owned Assets Supervision and Administration Commission、Exercise voting rights。  

Article 26  Wholly state-owned company、Draft or amendment to the articles of association of a state-owned holding company，After deliberation and approval by dafabet mobile appThe shareholders’ meeting，Co-signed by the Provincial State-owned Assets Supervision and Administration Commission and other shareholders，The company should be in compliance with the law、Complete industrial and commercial registration procedures within the time specified in administrative regulations。

Chapter 5  Responsibility and Supervision

Article 27  Provincial enterprises should be on the board of directors、In the annual work report of the Board of Supervisors to the Provincial State-owned Assets Supervision and Administration Commission (Shareholders Meeting、Shareholders’ Meeting) Report on the Management and Implementation of the Company’s Articles of Association。

Article 28  Formulation of Articles of Association of Provincial Enterprises、Modify、Approved、In review and filing process，Shareholders and related personnel violate the law、As stipulated in administrative regulations and these measures，Assume corresponding legal responsibilities in accordance with the law。

Article 29  Board of Directors of Wholly State-Owned Company，Wholly state-owned company、Directors and shareholder representatives in state-owned holding companies appointed by the Provincial State-owned Assets Supervision and Administration Commission，The company’s articles of association should be formulated within the scope of responsibilities、Modify、Approved、Authenticity of materials submitted to the Provincial State-owned Assets Supervision and Administration Commission during the review and filing process、Integrity、Validity、Responsible for timeliness，Causing losses to state-owned assets，Assume corresponding legal responsibilities in accordance with the law。

Article 30  Wholly state-owned company、Shareholder representatives of state-owned holding companies appointed by the Provincial State-owned Assets Supervision and Administration Commission，Should be authorized by the Provincial State-owned Assets Supervision and Administration Commission，Submit your opinions on the draft or amendments to the company's articles of association to the shareholders' meeting (shareholders' meeting) for consideration、Vote，Loss of state-owned assets due to negligence in work，Assume corresponding legal responsibilities in accordance with the law。

Article 31  The Provincial State-owned Assets Supervision and Administration Commission should supervise the implementation of the articles of association of provincial enterprises，Evaluate the implementation of the charter，Correction of violations of the charter，Pursuing liability for losses of state-owned assets caused by violation of the company's articles of association。

Chapter 6  Attachment  then

Article 32  The management of articles of association of state-controlled listed companies shall also comply with the "Code of Governance of Listed Companies", "Guidelines on Articles of Association of Listed Companies" and other relevant regulations。The management of articles of association of state-owned joint-stock companies shall be implemented with reference to these measures。

Article 33  Provincial enterprises should formulate management measures for the articles of association of the enterprises they invest in based on actual conditions。

Article 34  The Provincial State-owned Assets Supervision and Administration Commission is responsible for the interpretation of this method.

Article 35  These Measures shall come into effect from the date of promulgation.