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江苏通用科技股份有限公司关于选举职工董事的公告
Core Viewpoint - Jiangsu General Technology Co., Ltd. has elected a new employee director and completed the first meeting of the seventh board of directors, establishing various specialized committees and appointing a new chairman [1][5][19]. Group 1: Election of Employee Director - The company held an employee representative meeting on August 1, 2025, where Ms. Tao Xiaoqin was elected as the employee director of the seventh board of directors [1]. - Ms. Tao Xiaoqin's qualifications meet the requirements set by relevant laws and regulations, and she has not faced any administrative penalties or disciplinary actions [4]. Group 2: First Meeting of the Seventh Board of Directors - The first meeting of the seventh board was held on August 1, 2025, with all seven directors present [5][6]. - Mr. Jia Guorong was elected as the chairman of the seventh board, and this position will be held for the same term as the board [7][20]. - The board established four specialized committees: Audit Committee, Strategic and ESG Committee, Compensation and Assessment Committee, and Nomination Committee, with specific members appointed to each [9][21]. Group 3: Management Transition - The company announced a delay in the appointment of new senior management personnel to ensure continuity and stability, with current management's terms extended accordingly [16][17]. - The transition will not affect the company's normal operations, and the company will continue to fulfill its disclosure obligations [17]. Group 4: Changes in Board Composition - The seventh board consists of seven directors, including three independent directors and one employee director, with a term of three years starting from the approval date of the second extraordinary general meeting [19][20]. - The outgoing directors, including Mr. Gu Cui and Mr. Cheng Jinyuan, will continue to hold positions within the company despite not being on the new board [23][24].
通用股份: 江苏通用科技股份有限公司第七届董事会第一次会议决议公告
Zheng Quan Zhi Xing· 2025-08-03 16:18
Group 1 - The board of directors of Jiangsu General Technology Co., Ltd. held its first meeting of the seventh session on August 1, 2025, with all seven directors present [1][2] - The board elected Mr. Jia Guorong as the chairman of the seventh board, with his term aligned with that of the board [1][2] - The board approved the formation of specialized committees, including the Audit Committee, Strategic and ESG Committee, Compensation and Assessment Committee, and Nomination Committee, with designated leaders for each [2][3] Group 2 - The board unanimously approved the extension of the term for senior management [2] - The board passed several amendments to the working regulations of various committees, including the Audit Committee, Compensation and Assessment Committee, Strategic and ESG Committee, and Nomination Committee [3]
通用股份: 江苏通用科技股份有限公司关于董事会完成换届选举、变更法定代表人的公告
Zheng Quan Zhi Xing· 2025-08-03 16:18
Core Viewpoint - Jiangsu General Technology Co., Ltd. has completed the election of its seventh board of directors and changed its legal representative to Mr. Jia Guorong, marking a significant governance transition for the company [1][3]. Group 1: Board Composition - The seventh board of directors consists of 7 members, including 3 independent directors and 4 non-independent directors, with Mr. Jia Guorong elected as the chairman [1][2]. - The board's term is set for three years, starting from the approval date of the second extraordinary general meeting of shareholders in 2025 [1][2]. Group 2: Committees Established - The seventh board has established four specialized committees: Audit Committee, Strategic and ESG Committee, Compensation and Assessment Committee, and Nomination Committee, with independent directors holding a majority in the Audit and Compensation Committees [2]. - The committee members and conveners have been appointed, ensuring that independent directors lead the committees [2]. Group 3: Legal Representative Change - The legal representative of the company has been changed to Mr. Jia Guorong, in accordance with the company's articles of association [3]. Group 4: Departing Board Members - Following the board transition, Mr. Gu Cui and Mr. Cheng Jinyuan will no longer serve as directors but will remain in other positions within the company [3][4]. - Other departing directors, Mr. Gong Xindu and Ms. Wang Zhuqian, will not hold any other positions and do not own shares in the company [3][4]. Group 5: Supervisory Changes - The company has dissolved its supervisory board, transferring its powers to the Audit Committee of the board, resulting in changes in supervisory roles [4]. - Mr. Wang Xiaojun, Mr. Chen Qianli, and Mr. Jiang Zhongyi will no longer serve as supervisors but will continue in other roles within the company [4].
通用股份: 江苏通用科技股份有限公司关于选举职工董事的公告
Zheng Quan Zhi Xing· 2025-08-03 16:18
Core Points - Jiangsu General Technology Co., Ltd. held a staff representative meeting on August 1, 2025, to elect Ms. Tao Xiaoqin as the employee director of the seventh board of directors [1] - Ms. Tao Xiaoqin meets all legal and regulatory requirements for the position and has not faced any administrative penalties from the China Securities Regulatory Commission [1][3] - The seventh board of directors will consist of Ms. Tao Xiaoqin and six other directors elected at the second extraordinary general meeting of shareholders in 2025, with a term consistent with the board's duration [1] Summary by Sections Company Announcement - The announcement confirms the election of Ms. Tao Xiaoqin as the employee director, ensuring the content is accurate and complete [1] - The company emphasizes compliance with the Company Law and its own articles of association regarding the election process [1] Ms. Tao Xiaoqin's Profile - Ms. Tao Xiaoqin, born in February 1976, holds a master's degree and has extensive experience in various roles within Jiangsu's industrial and management sectors [3] - She currently serves as the deputy secretary of the Party Committee at Jiangsu General Technology Co., Ltd. and has no direct or indirect shareholding in the company [3] - There are no conflicts of interest between Ms. Tao and the company's directors, supervisors, senior management, or major shareholders [3]
通用股份: 江苏通用科技股份有限公司关于公司高级管理人员延期换届的公告
Zheng Quan Zhi Xing· 2025-08-03 16:18
Group 1 - The company has completed the sixth board of directors' term on August 1, 2025, and is in the process of preparing for the nomination of new senior management personnel [1] - The appointment of new senior management will be appropriately delayed to ensure continuity and stability in the company's operations [1] - Current senior management will continue to fulfill their duties and responsibilities until the new appointments are finalized [1] Group 2 - The delay in the senior management transition will not affect the normal operations of the company [1] - The company will actively promote the appointment of the new senior management and fulfill its information disclosure obligations in a timely manner [1]
通用股份: 江苏通用科技股份有限公司董事会提名委员会工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-03 16:18
Core Points - The establishment of the Nomination Committee aims to enhance the governance structure of Jiangsu General Technology Co., Ltd. by setting standards and procedures for the selection of directors and senior management [1][2] - The Nomination Committee is responsible for reviewing the qualifications of nominees and making recommendations to the board of directors [1][2] Group 1: Committee Composition - The Nomination Committee consists of three directors, with independent directors holding a majority and serving as the convener [2] - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [2] - The committee has a designated convener who is an independent director responsible for leading the committee's work [2] Group 2: Responsibilities and Authority - The committee is tasked with formulating selection standards and procedures for directors and senior management, and it reviews and recommends candidates for these positions [8] - The committee must provide suggestions on the nomination or dismissal of directors and the hiring or firing of senior management [8] - The committee's recommendations that are not fully adopted by the board must be documented along with the reasons for non-adoption [8] Group 3: Working Procedures - The committee is required to meet at least once a year, with meetings typically held in person, and can also utilize video or phone conferencing when necessary [6] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [6][7] - Meeting records must be maintained for at least ten years, detailing the date, attendees, resolutions, and voting results [7][8] Group 4: Miscellaneous Provisions - The working system becomes effective upon approval by the board of directors [8] - Any unresolved matters will be governed by relevant national laws and regulations, and the committee has the authority to amend its rules as necessary [8]
通用股份: 江苏通用科技股份有限公司董事会薪酬与考核委员会工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-03 16:18
Core Points - The article outlines the establishment and operational framework of the Compensation and Assessment Committee of Jiangsu General Technology Co., Ltd. to enhance the governance structure and management of compensation for directors and senior management [1][2] - The committee is responsible for formulating assessment standards, reviewing compensation policies, and making recommendations to the board of directors [1][3] Section Summaries General Provisions - The committee is established to improve the assessment and compensation management system for directors and senior management in accordance with relevant laws and the company's articles of association [1] - The committee is a specialized body under the board of directors, tasked with assessing directors and senior management and formulating compensation policies [1][2] Composition of the Committee - The committee consists of three directors, with a majority being independent directors [2] - The chairperson of the committee is an independent director responsible for leading the committee's work [2][3] Responsibilities and Authority - The committee is responsible for developing assessment standards, reviewing compensation plans, and making recommendations on various compensation-related matters [3][4] - It must submit compensation plans for directors to the board for approval before implementation, ensuring that shareholder interests are protected [4] Work Procedures - The committee's working group is responsible for preparing necessary materials and conducting performance evaluations of directors and senior management [5][6] - The committee meets at least once a year, with specific procedures for decision-making and voting outlined [6][7] Meeting Rules - Meetings require a two-thirds attendance of committee members to be valid, and decisions are made through a majority vote [6][7] - Confidentiality obligations are imposed on all attendees regarding the matters discussed in meetings [7][8] Supplementary Provisions - The committee's operational guidelines must comply with national laws and the company's articles of association, with the board responsible for any amendments [8]
通用股份: 江苏通用科技股份有限公司董事会审计委员会工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-03 16:18
General Principles - The purpose of the audit committee is to enhance the efficiency of the board of directors, strengthen the supervision mechanism, and improve corporate governance structure [1] - The audit committee is a specialized body under the board, responsible for communication and evaluation of internal and external audits, reviewing financial information, and supervising major decision-making matters [1][2] Composition and Appointment - The audit committee consists of three directors who are not senior management, with a majority being independent directors, and at least one member must be a professional in accounting [2][3] - Members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] Responsibilities and Authority - The audit committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [4] - Specific responsibilities include approving financial reports, hiring or dismissing external auditors, and overseeing significant accounting policy changes [4][5] Internal and External Audit Oversight - The committee supervises and evaluates the internal audit work, including guiding the establishment of internal audit systems and reviewing annual internal audit plans [5] - It also assesses the independence and professionalism of external auditors and discusses audit plans and findings with them [5][6] Meeting Procedures - The audit committee must hold at least one meeting each quarter, with additional meetings called as necessary [11] - Meetings require a two-thirds attendance of members to be valid, and decisions must be approved by a majority [11][12] Disclosure Requirements - The company must disclose the composition and professional background of the audit committee members, as well as their annual performance [13][14] - Any significant issues identified by the audit committee that meet disclosure standards must be reported promptly [13][14]
通用股份: 江苏通用科技股份有限公司董事会战略及ESG委员会工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-03 16:18
Core Viewpoint - The establishment of the Strategic and ESG Committee aims to enhance the company's core competitiveness, improve decision-making quality, and strengthen governance structure [1][2]. Group 1: Committee Structure - The Strategic and ESG Committee consists of three directors, including at least one independent director, and is chaired by the company's chairman [2][3]. - The term of the committee members aligns with that of the board of directors, allowing for re-election [2]. Group 2: Responsibilities and Authority - The committee is responsible for researching and proposing suggestions on the company's long-term development strategy, major investment decisions, and ESG-related matters [2][3]. - It supervises the assessment of sustainability-related impacts, risks, and opportunities, guiding management on ESG responses [2][3]. Group 3: Working Procedures - The committee's working group prepares decision-making materials, including feasibility reports and ESG development plans, for the committee's review [3][4]. - Meetings are held at least once a year, with provisions for emergency meetings and remote participation [4][5]. Group 4: Voting and Confidentiality - Decisions require the presence of at least two-thirds of the committee members, with each member having one vote [5]. - All attendees of the meetings are bound by confidentiality obligations regarding discussed matters [5][6].