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武汉祥龙电业股份有限公司关于取消监事会并修订《公司章程》及相关议事规则的公告
Shang Hai Zheng Quan Bao· 2025-08-01 18:29
Group 1 - The company has decided to abolish the supervisory board and transfer its responsibilities to the audit committee of the board of directors, in accordance with the latest amendments to the Company Law of the People's Republic of China [1][2][5] - The company will revise its Articles of Association and related meeting rules, including renaming the "Rules for Shareholders' Meeting" to "Rules for Shareholder Meetings" [2][5] - The resolution to abolish the supervisory board and amend the Articles of Association was passed unanimously by the board of directors [5][7] Group 2 - The company will hold its first extraordinary general meeting of 2025 on August 20, 2025, at 11:00 AM, where the proposed changes will be submitted for shareholder approval [17][18] - The voting for the extraordinary general meeting will be conducted through a combination of on-site and online voting [18][19] - The company will also change its registered address from "993 Gaoxin Avenue, East Lake New Technology Development Zone, Wuhan" to "1059 Gaoxin Avenue, East Lake New Technology Development Zone, Wuhan" due to a reassignment of the office location by the local police station [33][34]
祥龙电业: 武汉祥龙电业股份有限公司第十一届监事会第十次会议决议公告
Zheng Quan Zhi Xing· 2025-08-01 16:13
Group 1 - The company held its 10th meeting of the 11th Supervisory Board on August 1, 2025, with all three attending supervisors present, complying with relevant laws and regulations [1][2] - The Supervisory Board approved a proposal to cancel the Supervisory Board and amend the company's articles of association and related rules, with a unanimous vote of 3 in favor and no opposition or abstentions [1][2] - The proposal will be submitted for review at the shareholders' meeting [2]
祥龙电业: 武汉祥龙电业股份有限公司2025年第一次临时股东大会通知
Zheng Quan Zhi Xing· 2025-08-01 16:13
Group 1 - The company, Wuhan Xianglong Electric Co., Ltd., is convening its first extraordinary general meeting of shareholders in 2025 on August 20, 2025 [1][2] - The voting methods for the meeting include both on-site and online voting through the Shanghai Stock Exchange network voting system [2][3] - The meeting will be held at the company's conference room at 11:00 AM on the specified date [2] Group 2 - Shareholders can vote via the trading system or the internet voting platform, with specific time slots for voting on the day of the meeting [1][3] - The record date for shareholders eligible to attend the meeting is August 13, 2025 [4] - The company has outlined the registration process for both individual and institutional shareholders wishing to attend the meeting [5][6]
祥龙电业: 武汉祥龙电业股份有限公司第十一届董事会第十二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-01 16:13
Group 1 - The company held its 12th meeting of the 11th Board of Directors on August 1, 2025, with all 7 attending directors present, complying with relevant laws and regulations [1] - The Board approved the proposal to cancel the Supervisory Board and amend the Articles of Association and related rules, with a unanimous vote of 7 in favor [1] - The proposal to change the company's registered address and amend the Articles of Association was also approved unanimously with 7 votes in favor [2] Group 2 - The Board approved the proposal to convene the first temporary shareholders' meeting of 2025, with a unanimous vote of 7 in favor [2]
祥龙电业: 武汉祥龙电业股份有限公司关于取消监事会并修订《公司章程》及相关议事规则的公告
Zheng Quan Zhi Xing· 2025-08-01 16:13
Core Points - The company plans to cancel its supervisory board and transfer its responsibilities to the audit committee of the board of directors to enhance corporate governance [1][2] - The company will revise its articles of association and related rules in accordance with the latest amendments to the Company Law of the People's Republic of China and other relevant regulations [1][2] - The supervisory board will continue to fulfill its duties until the shareholders' meeting approves the cancellation [1] Summary by Sections - **Corporate Governance Changes** - The company aims to improve its governance structure by abolishing the supervisory board and reallocating its powers to the audit committee [1] - The relevant rules governing the supervisory board will be abolished [1] - **Regulatory Compliance** - The revisions to the articles of association and meeting rules are in line with the latest legal requirements and the company's actual situation [1][2] - The company will seek authorization from the shareholders' meeting to handle necessary business registration changes [2] - **Acknowledgment of Contributions** - The company expresses gratitude to the current members of the supervisory board for their diligent work and contributions during their tenure [1]
祥龙电业: 武汉祥龙电业股份有限公司关于变更公司注册地址并修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-08-01 16:13
Group 1 - The company, Wuhan Xianglong Electric Co., Ltd., is changing its registered address from "No. 993, Gaoxin Avenue, East Lake New Technology Development Zone, Wuhan" to "No. 1059, Gaoxin Avenue, East Lake New Technology Development Zone, Wuhan" due to a reassessment of the office location by the local police station [1] - The change in registered address does not affect the actual office location of the company [1] - The company plans to revise relevant clauses in its Articles of Association to reflect the new registered address, which will require approval from the shareholders' meeting [1]
祥龙电业: 武汉祥龙电业股份有限公司董事会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-01 16:13
Core Points - The document outlines the rules and regulations governing the board of directors of Wuhan Xianglong Electric Power Co., Ltd, emphasizing the responsibilities, decision-making processes, and operational norms of the board [1][2][3] Group 1: Board Composition and Responsibilities - The board consists of seven directors, including three independent directors [1] - The board is responsible for convening shareholder meetings, executing resolutions, and determining the company's operational plans and investment strategies [1][2] - The board has the authority to propose changes to the company's articles of association and manage information disclosure [1][2][3] Group 2: Committees and Decision-Making - The board establishes specialized committees, including the audit committee, nomination committee, compensation and assessment committee, and strategic committee, with independent directors holding a majority in certain committees [2][3] - The board must approve significant transactions, including asset sales and external guarantees, with specific thresholds for shareholder approval based on asset value and transaction amounts [3][4][5] Group 3: Meeting Procedures - The board must hold at least two regular meetings annually, with provisions for special meetings under certain circumstances [7][8] - Meeting notifications must be sent out in advance, and proposals for meetings can be initiated by shareholders or directors under specified conditions [10][11] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [21][22][31] Group 4: Confidentiality and Disclosure - The board must adhere to regulations from the China Securities Regulatory Commission and the Shanghai Stock Exchange regarding the timely and accurate disclosure of meeting resolutions [19][18] - Confidentiality obligations are imposed on all participants in board meetings, with penalties for breaches [19][46]
祥龙电业: 武汉祥龙电业股份有限公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-01 16:13
Core Points - The company, Wuhan Xianglong Power Industry Co., Ltd., is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and relevant regulations [2][3] - The registered capital of the company is RMB 374.9772 million [3] - The company aims to operate in a standardized manner, focusing on integrity and creating economic and social benefits for shareholders and society [5] Company Structure - The company is permanently established as a joint-stock limited company [3] - The chairman serves as the legal representative of the company, and any resignation from this position is treated as a resignation from the legal representative role [3] - The company has a board of directors responsible for decision-making and management [4] Share Issuance and Capital Structure - The total number of ordinary shares approved for issuance by the company is 83.85 million [6] - The company’s share capital structure consists of 37,497.72 million ordinary shares [6] - Shares are issued based on principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same category [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations [14] - Shareholders are required to comply with laws and regulations, and they are liable for the company's debts only to the extent of their subscribed shares [3][14] - The company must maintain a shareholder register to document ownership and rights [14] Corporate Governance - The company establishes a party organization in accordance with the Communist Party of China’s regulations, ensuring alignment with national policies [11] - The board of directors and management must report to the shareholders and are accountable for their actions [20][21] - The company has provisions for the audit committee to oversee financial practices and ensure compliance with regulations [16][21] Meeting Procedures - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [54][58] - Shareholders can propose agenda items and must be notified of meeting details in advance [66][67] - The company ensures that all decisions made during meetings are documented and communicated to shareholders [83]
祥龙电业:第十一届监事会第十次会议决议公告
Zheng Quan Ri Bao· 2025-08-01 12:49
Group 1 - The company announced the cancellation of the supervisory board and the revision of related rules [2] - The decision was made during the 10th meeting of the 11th supervisory board [2] - The announcement was made on the evening of August 1 [2] Group 2 - The company is likely to streamline its governance structure with this decision [2] - The revision of rules may impact the company's operational efficiency [2] - This move reflects a shift in the company's management approach [2]
祥龙电业:第十一届董事会第十二次会议决议公告
Zheng Quan Ri Bao Zhi Sheng· 2025-08-01 12:44
Core Viewpoint - Xianglong Electric announced significant corporate governance changes, including the cancellation of the supervisory board and amendments to related rules, as well as a change in the company's registered address and the convening of the first extraordinary general meeting of shareholders in 2025 [1] Group 1 - The company's 11th board of directors held its 12th meeting to review and approve several key proposals [1] - The proposal to cancel the supervisory board and revise related rules was approved [1] - The company will change its registered address and amend relevant documents accordingly [1] - A proposal to convene the first extraordinary general meeting of shareholders in 2025 was also approved [1]