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奇精机械: 独立董事候选人声明与承诺(单爱党)
Zheng Quan Zhi Xing· 2025-09-05 13:13
Group 1 - The candidate, Dan Aidang, has been nominated as an independent director for Qijing Machinery Co., Ltd. and confirms his qualifications and independence [1][4] - The candidate possesses over 5 years of relevant work experience in law, economics, accounting, finance, or management, and has received training recognized by the stock exchange [1][4] - The candidate meets the legal and regulatory requirements for independent directors as outlined in various Chinese laws and regulations [1][4] Group 2 - The candidate declares that he does not have any relationships that would affect his independence, including not being an employee or major shareholder of the company or its affiliates [1][4] - The candidate has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission (CSRC) in the last 36 months [2][3] - The candidate has not been disqualified from serving as an independent director due to previous attendance issues at board meetings [3][4] Group 3 - The candidate has confirmed that he will comply with all relevant laws, regulations, and rules set forth by the CSRC and the Shanghai Stock Exchange during his tenure [4] - The candidate commits to resign if he no longer meets the qualifications for an independent director [4]
奇精机械: 独立董事提名人声明与承诺(曹悦)
Zheng Quan Zhi Xing· 2025-09-05 13:13
Core Points - The nominee, Ningbo Industrial Investment Group Co., Ltd., has proposed Cao Yue as a candidate for the independent director of Qijing Machinery Co., Ltd.'s fifth board of directors [1] - The nominee has confirmed that the candidate meets the qualifications for independent directors and has no relationships that could affect independence [1][2] - The candidate possesses over 5 years of relevant work experience and has completed recognized training [1] Summary by Sections Nomination and Qualifications - The nominee has fully understood the candidate's professional background, education, and work experience [1] - The candidate has agreed to serve as an independent director and has undergone necessary training [1] - The candidate's qualifications comply with various legal and regulatory requirements, including the Company Law of the People's Republic of China and the regulations from the China Securities Regulatory Commission [1] Independence Criteria - The candidate does not fall under any categories that would compromise independence, such as holding significant shares or having close relationships with major shareholders [1] - The candidate has no recent history of administrative or criminal penalties from the China Securities Regulatory Commission [2] - The candidate has not been disqualified from serving as an independent director due to attendance issues in previous roles [2] Confirmation and Assurance - The nominee guarantees that the statements made are true, complete, and accurate, acknowledging the consequences of false declarations [3]
瑞康医药: 公司章程(二〇二五年九月)
Zheng Quan Zhi Xing· 2025-09-05 13:13
Core Points - The company, Realcan Pharmaceutical Group Co., Ltd., was established in December 2009 and is registered in Yantai, Shandong Province with a registered capital of RMB 1,504.71 million [2][3][7] - The company aims to enhance health services through innovation and compliance, focusing on a digital, integrated, and intelligent pharmaceutical supply chain [8][9] - The company has undergone several rounds of public and private share issuance, with the latest being a non-public offering in 2016 [3][10] Company Structure - The company operates as a joint-stock limited company, with its legal representative being the chairman of the board [4] - The company has a total of 150,471.0471 million shares issued, all of which are ordinary shares [11][12] - The company is governed by its articles of association, which outline the rights and responsibilities of shareholders, directors, and senior management [4][16] Business Operations - The company's business scope includes the sale of various medical and pharmaceutical products, including medical devices, health foods, and agricultural products [9] - The company is committed to fulfilling its social responsibilities as a key player in the national pharmaceutical supply chain [8] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and access company documents [16][17] - Shareholders are required to report any changes in their shareholding that exceed 3% [22][23] - The company has provisions to protect shareholder interests and ensure compliance with legal obligations [19][20]
奇精机械: 独立董事候选人声明与承诺(曹悦)
Zheng Quan Zhi Xing· 2025-09-05 13:13
Core Points - The candidate, Cao Yue, has been nominated by Ningbo Industrial Investment Group Co., Ltd. as an independent director candidate for Qijing Machinery Co., Ltd.'s fifth board of directors [1] - The candidate possesses the necessary qualifications and experience, including over 5 years in legal, economic, accounting, financial, or management fields [1] - The candidate confirms independence and does not fall under any disqualifying conditions as outlined by relevant laws and regulations [1][2][3] Qualifications and Compliance - The candidate has completed training and holds recognized certification from the securities exchange [1] - The candidate's qualifications meet the requirements set forth by the Company Law of the People's Republic of China and other relevant regulations [1] - The candidate has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission in the last 36 months [2][3] Commitment to Independence - The candidate has not been disqualified from serving as an independent director due to previous attendance issues at board meetings [3] - The candidate's concurrent roles as an independent director in domestic listed companies do not exceed three, and tenure at Qijing Machinery Co., Ltd. has not surpassed six years [3] - The candidate commits to adhering to all legal and regulatory requirements during the tenure as an independent director [4]
华阳集团: 关于董事会完成换届选举并聘任高级管理人员及其他人员的公告
Zheng Quan Zhi Xing· 2025-09-05 13:13
Group 1 - The company held its first extraordinary shareholders' meeting on September 5, 2025, where the election of the fifth board of directors was approved [1][2] - The new board consists of nine directors, including six non-independent directors and three independent directors, with a term of three years starting from the approval date [2][3] - The chairman of the fifth board is Mr. Zou Ganrong, who is also the legal representative of the company [3] Group 2 - The company appointed several senior management personnel, including Mr. Han Jijun as the executive vice president and Mr. Peng Zibin as the financial officer, with a term of three years [3][4] - All appointed personnel meet the qualifications required for their positions and have no disqualifications as per relevant laws and regulations [4][5] Group 3 - The company completed the board transition, with Mr. Meng Qinghua and Mr. Wei Zhihua no longer serving as directors [5][6] - The outgoing board and management were acknowledged for their contributions to the company's development [6] Group 4 - Detailed biographies of the newly appointed board members and senior management personnel were provided, highlighting their qualifications and experience [6][8][10] - The new board members and senior management have no significant relationships with major shareholders or other directors, ensuring independence [7][9][12]
奇精机械: 关于董事会换届选举的公告
Zheng Quan Zhi Xing· 2025-09-05 13:13
本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 奇精机械股份有限公司(以下简称"公司")第四届董事会任期将于 2025 年 9 月 18 日届满,公司根据《公司法》和《公司章程》等相关规定开展换届选 举工作。现将本次董事会换届选举情况公告如下: 一、董事会换届选举情况 根据《公司章程》规定,公司董事会由 9 名董事组成,其中独立董事 3 名, 职工董事 1 名。因连续担任公司独立董事满六年,公司独立董事明新国先生将于 本届任期届满后离任。 公司控股股东宁波工业投资集团有限公司提名梅旭辉先生、王东升先生、李 亨生先生、缪开先生为公司第五届董事会非独立董事候选人,提名曹悦先生为公 司第五届董事会独立董事候选人;股东宁波奇精控股有限公司提名汪伟东先生为 公司第五届董事会非独立董事候选人,提名单爱党先生、潘俊先生为公司第五届 董事会独立董事候选人。 证券代码:603677 证券简称:奇精机械 公告编号:2025-037 奇精机械股份有限公司 公司于 2025 年 9 月 5 日召开第四届董事会第二十八次会议,审议通过了《关 于选举公司 ...
瑞康医药: 股东会议事规则(二〇二五年九月)
Zheng Quan Zhi Xing· 2025-09-05 13:13
General Principles - The rules are established to regulate the behavior of Ruikang Pharmaceutical Group Co., Ltd. and ensure that the shareholders' meeting exercises its powers in accordance with relevant laws and regulations [3][4] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings to ensure shareholders can exercise their rights [3][4] Shareholders' Meeting Convening - The shareholders' meeting is categorized into annual and extraordinary meetings, with annual meetings held within six months after the end of the previous fiscal year [3][5] - Extraordinary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [3][5][6] - If the company cannot convene a meeting within the specified time, it must report to the relevant regulatory authorities and disclose the reasons [4] Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and comply with legal and regulatory requirements [9][14] - The company must notify shareholders of the meeting at least 20 days in advance for annual meetings and 15 days for extraordinary meetings [16][17] - Notifications must include details such as meeting time, location, agenda, and the rights of shareholders to attend and vote [17][18] Meeting Procedures - The shareholders' meeting should be held at the company's registered address or another location specified in the articles of association, and it can also utilize electronic communication methods [21][22] - Shareholders can attend in person or appoint proxies to vote on their behalf, with each share carrying one vote [24][25] - The meeting must be recorded, and the minutes should include details such as attendees, proposals discussed, and voting results [35][36] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval from attending shareholders [38][39] - Certain matters, such as capital changes or amendments to the articles of association, require special resolutions [40][41] - Voting results must be disclosed promptly, including details of the number of votes and the outcome of each proposal [53][54] Legal Compliance - The company must ensure that the resolutions passed at the shareholders' meeting comply with laws and regulations, and shareholders can challenge invalid resolutions within a specified timeframe [58][26] - The company is responsible for disclosing information related to any legal judgments or regulatory requirements that may affect its operations [26]
奇精机械: 股东会议事规则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 13:13
Core Points - The document outlines the rules governing the shareholders' meetings of Qijing Machinery Co., Ltd, ensuring compliance with relevant laws and regulations [1][3][54] - The rules apply to all shareholders, their representatives, and company directors, emphasizing the importance of lawful conduct during meetings [2][3] Group 1: Meeting Types and Summoning - The shareholders' meetings are categorized into annual and temporary meetings, with annual meetings required to be held within six months after the end of the fiscal year [2][5] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [2][5] - The board of directors is responsible for timely convening meetings and must report to regulatory bodies if unable to do so [2][5][6] Group 2: Legal Opinions and Procedures - Legal opinions must be obtained for the legality of the meeting's procedures, participant qualifications, and voting results [4][6] - Independent directors can propose temporary meetings, and the board must respond within ten days [5][6] - If the board fails to convene a meeting, the audit committee or shareholders holding over 10% of shares can initiate the meeting [6][7] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting and be submitted in writing [14][15] - Shareholders holding over 1% of shares can propose items for discussion ten days before the meeting [16][17] - Notifications for annual meetings must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [17][18] Group 4: Meeting Conduct and Voting - Meetings must be held at the company's registered location, and provisions for remote participation must be made [22][23] - Shareholders can vote in person or by proxy, with specific requirements for proxy documentation [26][27] - Voting results must be announced immediately after the meeting, and detailed records of the proceedings must be maintained [46][48] Group 5: Decision Making and Announcements - Resolutions must be announced promptly, detailing the number of participating shareholders and voting results [46][47] - If a proposal is not approved, it must be highlighted in the announcement [47] - The company must implement decisions regarding dividends or capital increases within two months after the meeting [51][52]
瑞康医药: 董事会审计委员会议事规则(二〇二五年九月)
Zheng Quan Zhi Xing· 2025-09-05 13:13
General Principles - The audit committee of Ruikang Pharmaceutical Group Co., Ltd. is established to enhance the supervision of financial information, internal control, and auditing processes, ensuring effective internal oversight [1][2] - The audit committee operates independently under the board of directors, without interference from other departments or individuals [1][2] Composition of Members - The audit committee consists of three directors who are not senior management, including two independent directors, with at least one being a professional in accounting [2][3] - The chairperson of the audit committee is an independent director with accounting expertise, responsible for leading the committee's activities [2][3] Responsibilities and Powers - The main responsibilities of the audit committee include supervising external and internal audits, reviewing financial information, and ensuring compliance with laws and regulations [4][5] - The committee has the authority to propose the hiring or replacement of external auditors and to oversee the internal audit department [6][7] Meeting Procedures - The audit committee is required to hold at least one regular meeting each quarter, with additional meetings called as necessary [13][14] - Meetings can be conducted in person or through other communication methods, ensuring all members can participate effectively [14][15] Reporting and Accountability - The audit committee must report its findings and recommendations to the board of directors, and any disagreements must be disclosed with explanations [12][22] - The committee is responsible for ensuring that any identified issues, such as financial fraud or significant accounting errors, are addressed promptly [10][11]
奇精机械: 会计师事务所选聘制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 13:13
Core Points - The article outlines the selection system for accounting firms at Qijing Machinery Co., Ltd, aiming to standardize the process and protect shareholder interests while enhancing the quality of financial information [1][2][3] Group 1: Selection Process - The selection or dismissal of accounting firms must be approved by the company's audit committee and subsequently reviewed by the board of directors, with final decisions made by the shareholders' meeting [2][3] - The audit committee is responsible for proposing the selection process, evaluating proposals, and supervising the selection of accounting firms [3][4] - The company must use competitive negotiation, public bidding, or invitation bidding to ensure a fair selection process [10][11] Group 2: Quality Requirements - Selected accounting firms must possess independent legal status, relevant qualifications, and experience in auditing at least three listed companies [5][6] - The firms must have a good record of compliance with financial auditing laws and regulations, and their auditors should not have faced criminal or administrative penalties in the last three years [5][6] Group 3: Evaluation Criteria - The evaluation criteria for selecting accounting firms include audit fees, qualifications, quality management, and resource allocation, with quality management weighted at no less than 40% [11][12] - The average audit fee of all compliant firms will serve as the benchmark for scoring proposals [8][12] Group 4: Supervision and Reporting - The audit committee must regularly evaluate the performance of the hired accounting firms and report to the board of directors [4][28] - Any significant changes in the auditing team or firm must be disclosed, including reasons for changes and any administrative penalties faced by the firms [5][9] Group 5: Contractual Obligations - The hired accounting firm must fulfill its obligations as per the audit service agreement and complete the audit within the stipulated time [15][16] - The company can adjust audit fees based on various factors, including changes in consumer price index and business complexity [10][16] Group 6: Termination and Replacement - The company must replace the accounting firm under specific circumstances, such as delays in audit work or loss of qualifications [22][23] - The process for replacing an accounting firm includes thorough investigation and evaluation of both the outgoing and incoming firms [24][25]