Workflow
Zheng Quan Zhi Xing
icon
Search documents
实达集团: 福建实达集团股份有限公司关于召开2025年半年度业绩说明会的公告
Zheng Quan Zhi Xing· 2025-09-05 10:16
Group 1 - The company will hold a half-year performance briefing on September 15, 2025, from 15:00 to 16:00 [1] - The briefing will be conducted online via the Value Online platform [1] - Investors can submit questions before the briefing through a designated website or WeChat mini-program [1] Group 2 - Key participants in the briefing include the President, Independent Director, Chief Financial Officer, and Board Secretary [1] - Contact information for inquiries includes a phone number and email address for a designated contact person [1] - After the briefing, investors can access the main content and details through Value Online or the Yi Dong app [1]
江苏索普: 江苏索普股东会议事规则
Zheng Quan Zhi Xing· 2025-09-05 10:16
General Principles - The rules are established to regulate the behavior of Jiangsu Sop Chemical Co., Ltd. and ensure the lawful exercise of shareholder rights and obligations [1][2] - The company must convene shareholder meetings in strict accordance with laws, regulations, and relevant provisions to ensure shareholders can exercise their rights [1][2] Powers of the Shareholders' Meeting - The shareholders' meeting is the authority of the company, exercising powers such as electing directors, approving profit distribution plans, and making decisions on capital changes [1][2] - Specific decisions requiring shareholder approval include significant asset transactions exceeding 30% of the latest audited total assets and changes in fundraising purposes [1][2][3] Shareholders' Meeting Procedures - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [10] - Temporary meetings can be called within two months of certain events, such as insufficient directors or significant losses [10][11] Proposals and Notifications - Shareholder proposals must be within the powers of the shareholders' meeting and submitted in writing at least ten days before the meeting [14][15] - Notifications must include detailed information about proposals and the time and place of the meeting [28][29] Voting and Resolutions - Voting can be conducted through various methods, including onsite and online, with specific rules for cumulative voting for certain director elections [46][48] - Resolutions require a simple majority for ordinary matters and a two-thirds majority for special resolutions [55][56] Record Keeping and Disclosure - The company must maintain detailed records of the shareholders' meeting, including attendance and voting results, for at least ten years [62] - Resolutions must be announced promptly, detailing the number of attendees and voting outcomes [60][66] Regulatory Compliance - The company must comply with all relevant laws and regulations, and failure to convene meetings without justification may lead to trading suspension by the stock exchange [69][70]
华电国际: 关于独立董事离任的公告
Zheng Quan Zhi Xing· 2025-09-05 10:16
| 证券代码:600027 证券简称:华电国际 公告编号:2025-078 | | | | | | | --- | --- | --- | --- | --- | --- | | 华电国际电力股份有限公司 | | | | | | | 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。 | | | | | | | 一、独立董事离任情况 | | | | | | | 华电国际电力股份有限公司(以下简称"本公司")董事会于近日收到本公司独立 | | | | | | | 董事李兴春先生的辞职报告。因个人工作原因,李兴春先生申请辞去其担任的本公司第 | | | | | | | 十届董事会独立董事、董事会审计委员会委员、董事会提名委员会委员及董事会薪酬与 | | | | | | | 考核委员会委员职务,该申请将自本公司股东大会选举产生新任独立董事之日起生效。 | | | | | | | 是否 | | | | | | | 继续 是否 | | | | | | | 在上 存在 | | | | | | | 市公 未履 | | ...
江苏索普: 江苏索普外部董事管理办法
Zheng Quan Zhi Xing· 2025-09-05 10:16
General Principles - The purpose of the external director management measures is to enhance the governance structure of the company and improve the effectiveness of the board of directors [1] - External directors are defined as individuals not employed by the company or its subsidiaries, excluding their roles as directors or committee members [1][2] - Independent directors are categorized as external directors, following specific management guidelines [1] Appointment Conditions - External directors must possess high political quality, professional ethics, strategic awareness, and relevant industry knowledge [2] - Candidates should generally hold at least a bachelor's degree and be under 65 years of age [2] - Certain disqualifications for external directors include prior employment in the company or significant shareholding [2] Selection Process - External directors are nominated by shareholders and elected at the shareholders' meeting [3][4] - The selection process involves assessing the company's needs, communicating with candidates, and obtaining necessary approvals [4] Responsibilities, Rights, and Obligations - External directors are responsible for executing policies, participating in board meetings, and providing strategic input [11] - They have the right to express opinions, propose meetings, and access necessary company information [12] - Obligations include adhering to laws, attending meetings, and maintaining confidentiality [13][14] Performance Evaluation - External directors are evaluated based on their professional conduct, performance, and attendance at meetings [20][22] - The evaluation results influence their reappointment and compensation [22][30] - Specific behaviors leading to disqualification include poor attendance and failure to oppose harmful decisions [30] Compensation Management - External directors receive a work allowance determined by the shareholders' meeting, based on performance evaluations [28][29] - Compensation is adjusted based on the evaluation results, with penalties for unsatisfactory performance [30] Termination and Resignation - The board may recommend the removal of external directors under certain conditions, such as poor attendance or misconduct [31] - Directors can resign by submitting a written notice, which takes effect upon delivery [32] Confidentiality and Company Support - External directors must sign confidentiality agreements and maintain secrecy regarding company information [33] - The company is responsible for providing necessary resources and timely information to support external directors in their roles [34][35]
江苏索普: 江苏索普募集资金管理办法
Zheng Quan Zhi Xing· 2025-09-05 10:16
General Principles - The purpose of the fundraising management measures is to standardize the use and management of funds raised by Jiangsu Sop Chemical Co., Ltd., improve the efficiency and effectiveness of fund usage, and protect the legitimate rights and interests of investors [1][2] - The term "raised funds" refers to the funds raised by the company through the issuance of stocks or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [1] Fund Management and Usage - The company must ensure that raised funds are used exclusively for publicly announced investment projects, and any changes in usage require a resolution from the shareholders' meeting [2][3] - The board of directors is responsible for establishing and implementing the fundraising management measures, ensuring timely and accurate disclosure of the actual use of raised funds [2][3] - The controlling shareholders and related parties are prohibited from occupying the company's raised funds or obtaining improper benefits from investment projects [3] Fund Storage and Supervision - Upon receipt of raised funds, the company must establish a special account for centralized management, and funds must not be used for non-raised purposes [4][5] - A tripartite supervision agreement must be signed with the sponsor and the commercial bank where the funds are stored, detailing the management and oversight responsibilities [4][5] Fund Usage Procedures - The use of raised funds must adhere to the company's financial regulations, requiring approval for each expenditure [5][6] - The company is prohibited from using raised funds for financial investments or providing funds to controlling shareholders or related parties [6][7] - If a project experiences significant changes or delays, the company must reassess its feasibility and disclose the situation [7][8] Management of Idle Funds - Temporarily idle raised funds can be managed through cash management products, which must meet specific safety and liquidity criteria [8][9] - Any temporary use of idle funds for working capital must be approved by the board and disclosed [9][10] Handling of Surplus Funds - Any surplus funds exceeding the planned amount must be used for ongoing or new projects, or for share repurchases [10][11] - The company must disclose the specific usage plan for surplus funds by the time the related projects are completed [11][12] Changes in Fund Usage - Changes in the use of raised funds require board approval and must be disclosed, especially if it involves new projects or significant alterations to existing ones [13][14] - The company must ensure that any new investment projects enhance competitiveness and innovation capabilities [14][15] Fund Management and Oversight - The company must maintain records of the usage of raised funds and report on the progress of investment projects [28][29] - Internal audits of the management and usage of raised funds must be conducted at least biannually, with findings reported to the board [31][32] - The board must ensure compliance with regulations regarding the use of raised funds and take responsibility for any violations [34]
南钢股份: 南京钢铁股份有限公司股东会议事规则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 10:16
General Principles - The rules aim to clarify the responsibilities and authority of the shareholders' meeting of Nanjing Steel Co., Ltd., ensuring legal compliance and protecting shareholders' rights [1][2] - The company must strictly follow relevant laws and regulations when convening shareholders' meetings [1][2] Types of Shareholders' Meetings - Shareholders' meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [2] - Temporary meetings must be convened within two months if circumstances arise that require them [2] Legal Opinions and Procedures - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures and the qualifications of attendees [3][4] - The shareholders' meeting has the authority to review significant asset transactions exceeding 30% of the company's audited total assets within a year [4] Shareholders' Rights and Proposals - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [6][7] - Proposals must be within the authority of the shareholders' meeting and comply with legal and regulatory requirements [18] Meeting Notifications and Conduct - Notifications for annual meetings must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [19] - The meeting must be held at the company's registered location, and shareholders can attend in person or via proxy [25][26] Voting Procedures - Each share carries one vote, and shareholders must express their opinions as agree, disagree, or abstain [44] - The voting results must be announced at the end of the meeting, and any disputes regarding the results can lead to a recount [46][47] Record Keeping and Compliance - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [18][50] - The company must ensure that the resolutions passed at the shareholders' meeting comply with laws and regulations [56][60]
江苏索普: 江苏索普公司章程(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 10:16
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [1][2] - Jiangsu Sopo Chemical Co., Ltd. was established as a joint-stock company approved by the Jiangsu Provincial Government and registered with the Jiangsu Administration for Industry and Commerce [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 15 million shares on August 27, 1996, and was listed on the Shanghai Stock Exchange on September 18, 1996 [1][2] Company Structure - The company is a permanent joint-stock company with a registered capital of RMB 1,167,842,884 [1][2] - The chairman represents the company in executing its affairs and is the legal representative [2] - The legal representative's civil activities bind the company, and the company is liable for damages caused by the legal representative in the course of their duties [2] Business Objectives and Scope - The company's business objective is to establish a clear property rights system, enhance competitiveness, and maximize benefits for shareholders while ensuring compliance with national macroeconomic regulations [3] - The registered business scope includes the production of hazardous chemicals, manufacturing and sales of chemical raw materials and products, electricity production, steam production, and import-export of various goods and technologies [3] Share Issuance - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [4][5] - The total number of shares issued by the company is 1,167,842,884, all of which are ordinary shares [5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, request meetings, supervise company operations, and access company documents [10][11] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [14][40] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the fiscal year [53] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [24][25] Financial Transactions and Guarantees - The company must seek shareholder approval for significant financial transactions, including guarantees exceeding certain thresholds related to its net assets [52] - The company is required to disclose information regarding financial assistance and guarantees to ensure transparency and compliance with regulations [21][52]
南钢股份: 南京钢铁股份有限公司董事、高级管理人员离职管理制度(2025年9月制定)
Zheng Quan Zhi Xing· 2025-09-05 10:16
南京钢铁股份有限公司 董事、高级管理人员离职管理制度 (2025年9月制定) 第一章 总则 第一条 为规范南京钢铁股份有限公司(以下简称公司或本公司)董事、高级 管理人员离职管理,保障公司治理稳定性及股东合法权益,根据《中华人民共和 国公司法》《上市公司章程指引》《上海证券交易所上市公司自律监管指引第1 号——规范运作》(以下简称《规范运作》)和《南京钢铁股份有限公司章程》 (以下简称《公司章程》)的规定,制定本制度。 第二条 本制度适用于公司全体董事(含独立董事)及高级管理人员的辞任、 任期届满离职、被解除职务以及其他导致董事、高级管理人员实际离职等情形。 第二章 离职情形与生效条件 第三条 董事、高级管理人员辞任应当提交书面辞职报告。董事辞任的,自公 司收到通知之日辞任生效。高级管理人员辞任的,自董事会收到辞职报告时生效。 除《规范运作》另有规定外,出现下列规定情形的,在改选出的董事就任前, 原董事仍应当按照法律法规、上海证券交易所相关规定及《公司章程》的规定继 续履行职责: (一)无民事行为能力或者限制民事行为能力; (二)因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序, 被判处刑罚,执行 ...
江苏索普: 江苏索普董事会议事规则
Zheng Quan Zhi Xing· 2025-09-05 10:16
General Principles - The rules are established to standardize the decision-making process of the board of directors, ensuring efficiency and scientific decision-making in accordance with relevant laws and regulations [1] - The board of directors is responsible for strategic decisions, risk management, and is accountable to the shareholders [1] Composition and Powers of the Board - The board consists of 9 directors, with at least 3 independent directors, including one accounting professional [1] - A worker representative is elected by employees to join the board, while other directors are elected by the shareholders [1] - Directors serve a term of 3 years and can be re-elected [1] Director Nomination and Disqualification - Candidates for the board must not have any disqualifying conditions as per laws and regulations [2] - The company must disclose any administrative penalties or investigations related to the candidates within the last 36 months [2] Resignation of Directors - Directors must submit a written resignation report, which becomes effective upon receipt by the company, unless it results in a violation of minimum board member requirements [3][4] - The company must complete the re-election of directors within 60 days if a resignation leads to a shortfall in the required number of directors [4] Board Powers and Responsibilities - The board has the authority to make long-term strategic decisions, appoint and evaluate management, and manage significant financial matters [5][6] - Major transactions must be submitted for board approval if they meet specific thresholds, such as involving over 10% of total assets or net assets [11][12] Board Meetings - The board must hold at least two regular meetings annually, with provisions for special meetings as needed [26] - A quorum requires the presence of over half of the directors, and decisions are made by majority vote [34] Committees of the Board - The board establishes specialized committees, including audit, strategy, and nomination committees, to assist in governance [22][23] Documentation and Disclosure - Meeting records must include details such as date, attendees, agenda, and voting results, and must be preserved for at least 10 years [42] - The board secretary is responsible for public disclosures related to board meetings [43]
长青股份: 股东会议事规则
Zheng Quan Zhi Xing· 2025-09-05 10:16
General Provisions - The rules are established to regulate the behavior of Jiangsu Changqing Agricultural Chemical Co., Ltd. and ensure the lawful exercise of rights by shareholders, in accordance with the Company Law, Securities Law, and relevant regulations [1][2]. - The company must strictly follow legal and regulatory requirements when convening shareholder meetings to ensure shareholders can exercise their rights [1][2]. Shareholder Meeting Convening - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year and temporary meetings convened within two months upon certain conditions [2][3]. - The board of directors must convene the shareholder meeting within the stipulated timeframe and may be prompted by independent directors or the audit committee to call a temporary meeting [3][4]. Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be submitted in writing at least ten days prior to the meeting [6][7]. - The company must provide comprehensive information regarding all proposals in the meeting notifications to enable shareholders to make informed decisions [6][7]. Meeting Procedures - The shareholder meeting will be held at the company's registered address or another specified location, with provisions for electronic voting to facilitate participation [21][22]. - Shareholders must present valid identification to attend the meeting, and the board must verify the legitimacy of shareholder qualifications [26][27]. Voting and Resolutions - Each share carries one voting right, and shareholders must express their opinions on proposals as either in favor, against, or abstaining [37][39]. - The results of the voting must be announced promptly, and the resolutions passed must be disclosed in a timely manner [40][41]. Record Keeping and Compliance - The meeting records must include details such as the time, location, agenda, and participants, and must be maintained for at least ten years [43]. - Any disputes regarding the legality of the convening process or resolutions must be addressed through legal channels, ensuring compliance with the decisions made by the shareholder meeting [15][16].