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柳化股份:第七届董事会第四次会议决议公告
Zheng Quan Ri Bao· 2025-09-05 07:59
Core Viewpoint - Liu Hua Co., Ltd. announced the approval of multiple resolutions, including the reappointment of Lixin Certified Public Accountants (Special General Partnership) as the company's auditing institution for the fiscal year 2025 [2] Group 1 - The seventh board of directors of Liu Hua Co., Ltd. held its fourth meeting on September 4 and passed the resolution regarding the reappointment of the auditing firm [2]
柳化股份:9月23日将召开2025年第一次临时股东会
Zheng Quan Ri Bao Wang· 2025-09-05 07:17
Group 1 - The company, Liu Hua Co., Ltd. (stock code: 600423), announced that it will hold its first extraordinary general meeting of shareholders on September 23, 2025 [1] - The agenda for the meeting includes a proposal to expand the business scope, abolish the supervisory board, and amend the company's articles of association [1]
柳化股份:关于续聘会计师事务所的公告
Zheng Quan Ri Bao· 2025-09-04 13:45
Core Viewpoint - Liu Hua Co., Ltd. announced on the evening of September 4 that it plans to reappoint Lixin Certified Public Accountants (Special General Partnership) as its auditing firm for the fiscal year 2025 [2] Group 1 - Liu Hua Co., Ltd. intends to continue its relationship with Lixin Certified Public Accountants for the upcoming audit [2]
柳化股份:9月4日召开董事会会议
Mei Ri Jing Ji Xin Wen· 2025-09-04 11:44
Group 1 - The company LiuHua Co., Ltd. (SH 600423) announced on September 4 that its seventh board meeting was held to discuss the reappointment of the auditing firm for the fiscal year 2025 [1] - For the fiscal year 2024, LiuHua's revenue composition is as follows: organic chemical products account for 99.4%, while other businesses account for 0.6% [1] - As of the report date, LiuHua's market capitalization is 2.8 billion yuan [1]
柳化股份: 董事会议事规则(2025年9月修订草案)
Zheng Quan Zhi Xing· 2025-09-04 11:14
General Principles - The purpose of the rules is to standardize the board's decision-making processes, improve operational efficiency, and protect investors' rights [1] - The board of directors is a permanent decision-making body responsible to the shareholders' meeting [2] Composition and Powers of the Board - The board consists of nine directors, including one chairman, three independent directors, and one employee director [2] - Directors are elected for a term of three years, with independent directors limited to a maximum of six years [2] - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment proposals [3][4] Committees - The board has four specialized committees: Strategy Committee, Audit Committee, Nomination Committee, and Compensation and Assessment Committee [2] - Independent directors must constitute a majority in the Audit, Nomination, and Compensation Committees [2] Meeting Procedures - The board must hold at least two meetings annually, with a ten-day notice period for all directors [5] - Shareholders holding more than 1/10 of voting rights can propose a temporary board meeting [5] - Meetings can be conducted in person or through electronic means, ensuring all directors can express their opinions [6][7] Voting and Resolutions - Each director has one vote, and resolutions require a majority of the directors present to be valid [8][9] - Directors must avoid voting on proposals where they have a conflict of interest [9] - Meeting records must be maintained, detailing attendance, discussions, and voting outcomes [10][11] Implementation and Amendments - The rules are an attachment to the company's articles and will be revised in accordance with changes in relevant laws and regulations [11] - The board is responsible for interpreting these rules [11]
柳化股份: 股东会议事规则(2025年9月修订草案)
Zheng Quan Zhi Xing· 2025-09-04 11:14
General Principles - The rules aim to standardize the operation of the shareholders' meeting of Liuzhou Chemical Co., Ltd. to enhance efficiency and protect shareholders' rights [1][2] - The company must strictly follow laws, regulations, and its articles of association when convening shareholders' meetings [1][2] Convening 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 [1][2] - Temporary meetings must be convened within two months upon request by independent directors or under specific legal conditions [1][2] Legal Opinions and Notifications - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [2][3] - The board of directors must respond to requests for temporary meetings within ten days and notify shareholders within five days if approved [2][3] Proposals and Notifications - Shareholders holding at least 1% of shares can propose temporary items ten days before the meeting [5][6] - Notifications must include detailed information about proposals and the meeting logistics, ensuring transparency for shareholders [6][7] Attendance and Registration - All shareholders registered by the record date have the right to attend the meeting, and the company cannot refuse attendance [22][23] - Shareholders must complete registration procedures to attend, either in person or through authorized representatives [25][26] Meeting Procedures - The meeting must be held at the company's registered location, and provisions for online participation must be made [30][31] - The chairman of the board or designated representatives will preside over the meeting, ensuring order and adherence to the agenda [33][34] Voting and Resolutions - Voting must be conducted in a transparent manner, with results announced immediately after the meeting [50][52] - Resolutions require a simple majority for ordinary decisions and a two-thirds majority for special resolutions [56] Record Keeping - Meeting minutes must be accurately recorded, detailing attendance, proposals, discussions, and voting outcomes [57][58] - The company must ensure that all records are preserved for at least ten years [58]
柳化股份: 柳化股份第七届董事会第四次会议决议公告
Zheng Quan Zhi Xing· 2025-09-04 11:14
Group 1 - The board of directors of Liuzhou Chemical Co., Ltd. held its fourth meeting of the seventh session on September 4, 2025, with all seven directors present, complying with legal and regulatory requirements [1][2] - The board approved several proposals, including the expansion of business scope, the cancellation of the supervisory board, and amendments to the company's articles of association [1][2] - The board also proposed to reappoint Lixin Certified Public Accountants (Special General Partnership) as the company's auditing firm for the year 2025, based on the audit committee's review of the firm's qualifications and capabilities [2] Group 2 - The proposals approved by the board will be submitted for review at the company's first extraordinary general meeting of shareholders in 2025 [2]
柳化股份: 柳化股份关于召开2025年第一次临时股东会的通知
Zheng Quan Zhi Xing· 2025-09-04 11:14
Group 1 - The company, Liuzhou Chemical Co., Ltd., is convening its first extraordinary general meeting of shareholders in 2025 on September 23, 2025, at 14:30 [1][4] - The meeting will utilize a combination of on-site and online voting methods, with online voting available through the Shanghai Stock Exchange's system on the same day [1][2] - Shareholders must register to attend the meeting, with registration available on specific dates prior to the meeting [6] Group 2 - The meeting will review a non-cumulative voting proposal regarding the appointment of the auditing firm for the year 2025, which has already been approved by the company's board [2][7] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same class of shares [3][5] - The company will provide meeting materials on the Shanghai Stock Exchange's website before the meeting [2]
柳化股份: 柳化股份关于续聘会计师事务所的公告
Zheng Quan Zhi Xing· 2025-09-04 11:14
Core Viewpoint - The company intends to reappoint Lixin Certified Public Accountants (Special General Partnership) as its auditing firm for the fiscal year 2025, pending approval from the shareholders' meeting [1][7]. Group 1: Audit Firm Information - Lixin Certified Public Accountants was founded in 1927 and is a member of the international accounting network BDO, with a registered address in Shanghai [1]. - As of the end of 2024, Lixin has 296 partners, 2,498 registered accountants, and a total of 10,021 employees, with 743 registered accountants having signed audit reports for securities services [2]. - Lixin's audited business revenue for 2024 was 4.748 billion yuan, with audit business revenue at 3.672 billion yuan and securities business revenue at 1.505 billion yuan [2]. Group 2: Legal and Compliance History - Lixin has a professional risk fund of 171 million yuan and a cumulative compensation limit of 1.05 billion yuan for purchased professional insurance, which covers civil liability due to audit failures [2]. - In the past three years, Lixin has faced five administrative penalties and 43 supervisory measures, but has not faced any criminal penalties or disciplinary actions [4][6]. Group 3: Audit Fees - The audit fee for 2025 is set at 500,000 yuan, comprising 300,000 yuan for financial statement audits and 200,000 yuan for internal control audits [6][7]. - The audit fee for 2024 was 550,000 yuan, with 350,000 yuan for financial statement audits and 200,000 yuan for internal control audits [6]. Group 4: Board and Committee Review - The company's audit committee has reviewed Lixin's professional competence, investor protection capability, independence, and integrity, and has recommended reappointment [6][7]. - The board of directors has approved the proposal to reappoint Lixin as the auditing firm for 2025, which will take effect upon approval by the shareholders' meeting [7].
柳化股份: 柳化股份章程(2025年9月修订草案)
Zheng Quan Zhi Xing· 2025-09-04 11:14
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][2] - The registered capital of the company is RMB 798,695,026 [2] - The company is a permanent joint-stock limited company [2] Business Objectives and Scope - The company's business objective is to be a high-tech, environmentally friendly fertilizer and chemical enterprise, focusing on research, production, and sales of chemical products [3][4] - The business scope includes the production and sales of various chemical products, including hydrogen peroxide, fertilizers, and industrial chemicals [4] Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [6][18] - The total number of shares issued by the company is 798,695,026, all of which are ordinary shares [6] Shareholder Rights and Obligations - Shareholders have rights to dividends, attend meetings, supervise the company, and transfer their shares [11][34] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [15][40] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the fiscal year [68] - Special meetings can be called under specific circumstances, such as when shareholders holding more than 10% of shares request it [69][70] Transactions and Disclosures - The company must disclose transactions that exceed certain thresholds, including asset sales and financial assistance [50][51] - Related party transactions must be disclosed if they exceed specified amounts, ensuring transparency [62][63]