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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].
通用股份(601500) - 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)
2025-08-03 07:45
江苏通用科技股份有限公司 董事会提名委员会工作制度 第二条 提名委员会是董事会按照《公司章程》设立的董事会专门工作机 构,主要负责对公司董事、高级管理人员的选任程序、标准进行审议并向董事 会提出建议。 提名委员会应当对被提名人任职资格进行审查,并形成明确的审查意见。 (2025年8月修订) 第一章 总 则 第一条 为进一步建立健全江苏通用科技股份有限公司(以下简称"公 司")董事、高级管理人员的选择标准和程序,完善公司治理结构,根据《中华 人民共和国公司法》及《江苏通用科技股份有限公司章程》(以下简称"《公司 章程》")及其他有关法律、行政法规、部门规章和其他规范性文件规定,公司 特设立董事会提名委员会,并制定本工作制度。 第二章 人员组成 第三条 提名委员会由三名董事组成,其中独立董事应当过半数并担任召 集人。 第四条 委员由董事长或者二分之一以上独立董事、全体董事的三分之一 提名,并由董事会选举产生。 第五条 提名委员会设召集人一名,由独立董事委员担任,负责主持委员 会工作。 第六条 提名委员会委员任期与董事任期一致,委员任期届满,连选可以 连任。期间如有委员不再担任公司董事职务或应当具有独立董事身份的委 ...
通用股份(601500) - 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)
2025-08-03 07:45
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) 第一章 总 则 第一条 为强化江苏通用科技股份有限公司(以下简称"公司")董事会的 功能,提高董事会的效率,健全董事会的审计评价和监督机制,加强董事会对 公司经营管理层的有效监督,完善公司治理结构,根据《中华人民共和国公司 法》(以下简称"《公司法》")、《上市公司治理准则》《江苏通用科技股 份有限公司章程》(以下简称"《公司章程》")、及其他有关法律法规的规 定,公司设立董事会审计委员会(以下简称"审计委员会"),并制定本工作 制度。 第二条 审计委员会是董事会下设立的专门工作机构,是由董事组成的委员 会,主要负责内、外部审计的沟通和评价,财务信息及其披露的审阅,重大决 策事项监督和检查工作,对董事会负责。同时,公司不设监事会,由审计委员 会行使《公司法》规定的监事会的职权。 第三条 审计委员会成员应保证足够的时间和精力履行委员会的工作职责, 勤勉尽责,切实有效地监督公司的外部审计,指导公司内部审计工作,促进公 司建立有效的内部控制并提供真实、准确、完整的财务报告。 第四条 公司应为审计委员会提供必要的工作条件,配备专门人员或 ...
通用股份(601500) - 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
2025-08-03 07:45
股票代码:601500 股票简称:通用股份 公告编号:2025-059 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 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个别及连带责任。 江苏通用科技股份有限公司(以下简称"公司")第七届董事会第一次会议 (以下简称"本次会议")于 2025 年 8 月 1 日下午在公司会议室以现场方式召开。 本次会议的通知已提前以书面方式发出。本次会议应参加董事 7 名,实际参加董 事 7 名。 本次会议由董事长贾国荣先生主持,公司高级管理人员列席会议。本次会议 的召集、召开方式符合《中华人民共和国公司法》及《江苏通用科技股份有限公 司章程》的规定。 一、董事会会议审议情况 (一)审议通过《关于选举公司董事长的议案》 公司董事会同意选举贾国荣先生担任公司第七届董事会董事长,任期与第七 届董事会任期一致。 根据《江苏通用科技股份有限公司章程》的相关规定,董事长为公司的法定 代表人,公司法定代表人相应变更为贾国荣先生,公司将按规定及时办理相应工 商变更登记手续。 经公司董事会审议表决,公司第七届董事 ...
通用股份: 江苏世纪同仁律师事务所关于江苏通用科技股份有限公司2025年第二次临时股东大会的法律意见书
Zheng Quan Zhi Xing· 2025-08-01 16:35
Core Viewpoint - The legal opinion confirms that the temporary shareholders' meeting of Jiangsu General Technology Co., Ltd. was convened and conducted in accordance with relevant laws, regulations, and the company's articles of association, ensuring the legality and validity of the meeting and its resolutions [1][10]. Group 1: Meeting Procedures - The company decided to hold the temporary shareholders' meeting on August 1, 2025, following a board meeting on July 16, 2025, and notified shareholders on July 17, 2025, through various media [2][3]. - The meeting notification included details such as the time, location, registration date, convenor, agenda items, and procedures for online voting [2][3]. Group 2: Attendance and Qualifications - A total of 409 shareholders participated in the meeting, holding 779,784,214 voting shares, which accounted for 49.0641% of the total voting shares [3][4]. - Among the attendees, 13 shareholders were present at the meeting venue, holding 768,071,061 shares, representing 48.3272% of the total voting shares [3][4]. Group 3: Voting Procedures and Results - The voting was conducted through a named voting method, with results showing 771,570,034 shares in favor, 8,028,580 shares against, and 185,600 shares abstaining, representing 98.9466%, 1.0295%, and 0.0239% of the total voting shares, respectively [4][5]. - The voting results for small investors indicated that 100,542,384 shares were in favor, accounting for 92.4471% of the total shares held by small investors present [5][9]. - The overall voting results confirmed that the resolutions were passed with significant majorities, ensuring compliance with legal requirements for special resolutions [9][10].