华夏幸福基业股份有限公司章程（2013年1月修订，经2013年第一次临时股东大会审议通过）二〇一三年一月目录第一章总则························································································································1第二章经营宗旨、范围···········································································································2第三章股份····························································································································3第一节股份发行··············································································································3第二节股份增减和回购···································································································4第三节股份转让··············································································································5第四章股东和股东大会···········································································································6第一节股东······················································································································6第二节股东大会的一般规定···························································································9第三节股东大会的召集·································································································11第四节股东大会的提案与通知·····················································································13第五节股东大会的召开·································································································15第六节股东大会的表决和决议·····················································································19第五章董事会························································································································24第一节董事····················································································································24第二节董事会················································································································27第六章总裁及其他高级管理人员·························································································33第七章监事会························································································································35第一节监事····················································································································35第二节监事会················································································································36第八章财务会计制度、利润分配和审计·············································································38第一节财务会计制度·····································································································38第二节内部审计············································································································42第三节会计师事务所的聘任·························································································42第九章通知和公告················································································································43第一节通知····················································································································43第二节公告····················································································································44第十章合并、分立、增资、减资、解散和清算··································································44第一节合并、分立、增资和减资·················································································44第二节解散和清算·········································································································46第十一章修改章程················································································································48第十二章附则························································································································491第一章总则第一条为了维护华夏幸福基业股份有限公司（以下简称“公司”）、股东和债权人的合法权益，规范公司的组织和行为，根据《中华人民共和国公司法》（以下简称“《公司法》”）、《中华人民共和国证券法》（以下简称“《证券法》”）和其他有关规定，制订本章程。第二条公司系依照《公司法》和其他有关规定成立的股份有限公司。公司经浙江省人民政府企业上市工作领导小组浙上市[2001]24号文和中华人民共和国对外贸易经济合作部外经贸资二函[2001]550号文批准，以发起方式设立；在浙江省工商行政管理局注册登记，取得注册号为企股浙总字第002210号