Zhejiang Tianzhen Technology (301356)
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天振股份:8月25日将召开2025年第一次临时股东大会
Zheng Quan Ri Bao Wang· 2025-08-08 15:41
Group 1 - The company Tianzhen Co., Ltd. (301356) announced that it will hold its first extraordinary general meeting of shareholders for 2025 on August 25, 2025 [1] - The agenda for the meeting includes the proposal to amend the company's articles of association and to handle the registration of industrial and commercial changes [1]
天振股份: 第二届董事会第二十一次会议决议公告
Zheng Quan Zhi Xing· 2025-08-08 12:13
Group 1 - The company held its 21st meeting of the second board on August 8, 2025, with all 7 directors present, complying with relevant laws and regulations [1] - The board approved the proposal to amend the company's articles of association, which aims to enhance corporate governance and comply with legal requirements [1][2] - The board also approved the proposal to revise and establish internal management systems to align with the latest laws and regulations, further improving governance [2][3] Group 2 - The company plans to hold its 2025 first extraordinary general meeting on August 25, 2025, to discuss the approved proposals [5][6]
天振股份: 第二届监事会第十九次会议决议公告
Zheng Quan Zhi Xing· 2025-08-08 12:13
Group 1 - The company held its 19th meeting of the second supervisory board on August 1, 2025, with all three supervisors present, complying with relevant laws and regulations [1] - The supervisory board approved the proposal to amend the company's articles of association, which is expected to enhance the company's governance structure and operational standards [1] - The proposal to amend the articles of association will be submitted to the company's first extraordinary general meeting of shareholders in 2025 for approval by at least two-thirds of the voting rights [2] Group 2 - The supervisory board also approved the proposal to abolish the "Rules of Procedure for Supervisory Meetings," aligning with the latest legal requirements and improving corporate governance [2] - This proposal will also be submitted to the company's first extraordinary general meeting of shareholders in 2025 for approval by at least two-thirds of the voting rights [2]
天振股份: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-08 12:13
Group 1 - The company, Zhejiang Tianzhen Technology Co., Ltd., will hold its first extraordinary general meeting of shareholders in 2025 on August 25, 2025 [1][2] - The meeting will include both on-site and online voting options for shareholders [1][4] - Shareholders must register by August 19, 2025, to be eligible to attend the meeting and vote [2][3] Group 2 - The meeting will review 15 proposals, including amendments to the company's regulations and management systems [3][12] - Special resolutions require approval from more than two-thirds of the voting rights held by attending shareholders [3][12] - The company will separately count and disclose the voting results of minority investors [3][12] Group 3 - Shareholders can participate in online voting through the Shenzhen Stock Exchange's trading system and internet voting system [4][6] - The voting time for the online system is set for August 25, 2025, from 9:15 AM to 3:00 PM [6][7] - Detailed procedures for registration and voting are provided in the attachments [6][8]
天振股份: 董事、高级管理人员离职管理制度(2025年8月制定)
Zheng Quan Zhi Xing· 2025-08-08 12:13
General Provisions - The purpose of the management system for the resignation of directors and senior management personnel is to standardize the resignation process and ensure the stability of corporate governance and the legal rights of shareholders [1] - This system applies to all directors (including independent directors) and senior management personnel of the company [1] Resignation Circumstances and Effectiveness - Directors and senior management personnel's terms are executed according to the company's articles of association, and their positions automatically terminate upon the expiration of their terms unless re-elected [2] - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [2] - If an independent director resigns, it must be disclosed whether it significantly impacts corporate governance and independence [2] Transfer Procedures and Unresolved Matters - Upon resignation, directors and senior management must hand over their work to successors to ensure business continuity, including all relevant documents and pending matters [3] - If the resignation involves significant investments or financial decisions, an audit may be initiated [3] Obligations of Resigning Directors and Senior Management - Resigning directors and senior management remain obligated to fulfill any public commitments made during their tenure [5] - They must cooperate with the company in follow-up investigations regarding significant matters during their service [6] Shareholding Management of Resigning Directors and Senior Management - Resigning directors and senior management cannot transfer their shares within six months of leaving the company [6] - They must adhere to specific limits on share reductions during their tenure and for six months post-resignation [6] Accountability Mechanism - The company will hold resigning directors and senior management accountable for any breaches of commitments or duties that result in losses to the company [7] - They have the right to appeal any accountability decisions to the audit committee within fifteen days [7] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws and regulations [8] - The board of directors is responsible for interpreting this system, which takes effect upon approval [8]
天振股份: 关于修订《公司章程》并办理工商变更登记的公告
Zheng Quan Zhi Xing· 2025-08-08 12:13
Core Viewpoint - Zhejiang Tianzhen Technology Co., Ltd. has revised its Articles of Association to enhance corporate governance and operational standards, ensuring compliance with relevant laws and regulations [1][2][3]. Summary by Sections Revision of Articles of Association - The company has amended its Articles of Association to include provisions that protect the rights of shareholders, employees, and creditors, and to clarify the roles of the board of directors and legal representatives [1][2]. - The registered capital of the company is set at RMB 21.6 billion, with specific procedures outlined for changes in capital [2][3]. Legal Representation and Responsibilities - The legal representative of the company is defined as the chairman of the board, who is responsible for executing company affairs [2][3]. - In case of resignation, a new legal representative must be appointed within 30 days [2]. Shareholder Rights and Responsibilities - Shareholders are entitled to rights proportional to their shareholdings, including profit distribution and participation in decision-making processes [10][11]. - The company has established clear guidelines for shareholder meetings and voting rights, ensuring that all shareholders have equal rights [10][11]. Capital Increase and Share Issuance - The company can increase its capital through various methods, including public offerings and private placements, subject to shareholder approval [5][6]. - The issuance of shares must adhere to principles of fairness and transparency, ensuring equal rights for all shareholders [5][6]. Acquisition of Own Shares - The company may repurchase its shares under specific conditions, such as capital reduction or employee stock ownership plans, with strict adherence to legal requirements [5][6]. - Any repurchase must be conducted through public trading methods or other legally recognized means [5][6]. Governance and Compliance - The revised Articles of Association emphasize the importance of compliance with laws and regulations, including those set by the China Securities Regulatory Commission [15][16]. - The company has outlined the responsibilities of its controlling shareholders and actual controllers to prevent conflicts of interest and protect the rights of minority shareholders [15][16]. Financial Assistance and Related Transactions - The company must seek board approval for financial assistance exceeding certain thresholds, ensuring that such actions are in the best interest of the company [18][19]. - Related party transactions must be disclosed and approved by the shareholders to maintain transparency and fairness [20][21].
天振股份: 关于制定及修订部分公司制度的公告
Zheng Quan Zhi Xing· 2025-08-08 12:13
Group 1 - The company held its 21st meeting of the second board on August 8, 2025, to review and approve the proposal for the formulation and revision of certain company systems [1] - The revisions are aimed at fully implementing the latest laws, regulations, and regulatory requirements, improving the corporate governance structure, and standardizing operational mechanisms [1] - The revisions are based on various legal frameworks including the Company Law of the People's Republic of China and the Shenzhen Stock Exchange's regulations [1] Group 2 - Specific details regarding the revised systems can be found in the documents disclosed on the company's official information platform [1]
天振股份: 外部信息使用人管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 12:13
Core Viewpoint - The document outlines the external information management system of Zhejiang Tianzhen Technology Co., Ltd., aiming to enhance information disclosure management, ensure fair information dissemination, and prevent insider trading. Group 1: Information Disclosure Management - The system is established to regulate the management of external information users and ensure compliance with relevant laws and regulations [1][2] - The scope of the system includes the company, its departments, subsidiaries, and relevant personnel [1] - "Information" refers to any undisclosed information that could significantly impact the trading price of the company's stocks and derivatives [1][2] Group 2: Responsibilities and Procedures - The Board of Directors is the highest management authority for external information reporting, with the Board Secretary responsible for daily management [2][3] - Directors and senior management must adhere to legal requirements and company policies regarding the transmission, review, and disclosure of reports [2][3] - Confidentiality obligations are imposed on directors and senior management before the public disclosure of reports or major events [3][4] Group 3: Reporting and Confidentiality - The company must not provide annual statistical reports to external units without legal basis before the annual report is disclosed [4][5] - When providing undisclosed major information for business negotiations or financing, confidentiality agreements must be signed [5][6] - External information users must not leak undisclosed major information or use it for trading securities [6][7] Group 4: Accountability and Record Keeping - The personnel responsible for external information reporting are accountable for the authenticity and completeness of the information [6][7] - The company must maintain records of external information users and their confidentiality agreements for ten years [6][7] - Any violation by external units or individuals using undisclosed information will lead to legal consequences [6][7]
天振股份: 年报信息披露重大差错责任追究制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 12:13
Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of information disclosure [1][2]. Group 1: General Principles - The system aims to improve the authenticity, accuracy, completeness, and timeliness of annual report disclosures [1]. - The principles followed include objectivity, fairness, accountability for errors, and the correlation between rights and responsibilities [2]. Group 2: Definition of Responsibility and Major Errors - Responsible parties include relevant staff and external intermediaries involved in the annual report disclosure [2]. - Major errors in annual report disclosures encompass violations of national laws, regulations, and internal control systems, leading to significant economic losses or adverse social impacts [2][3]. Group 3: Accountability Procedures and Measures - The company will initiate accountability procedures within three working days upon receiving regulatory documents from the China Securities Regulatory Commission or Shenzhen Stock Exchange [4]. - The audit committee will form a task force to collect evidence and analyze it within seven working days, producing a written investigation report [4]. - Various accountability measures can be taken against responsible parties, including correction orders, warnings, and potential legal actions for severe cases [5]. Group 4: Additional Provisions - The system will be revised in accordance with future laws and regulations, ensuring compliance with national standards [5]. - The board of directors is responsible for interpreting and amending the system [5]. - The system will take effect immediately upon approval by the board of directors [5].
天振股份:8月8日召开董事会会议
Mei Ri Jing Ji Xin Wen· 2025-08-08 11:56
Group 1 - The company Tianzhen Co., Ltd. (SZ 301356) announced that its 21st meeting of the second board of directors was held on August 8, 2025, where it reviewed the proposal to amend the "Working Rules of the Board Audit Committee" [2] - For the fiscal year 2024, the company's revenue composition indicates that the rubber and plastic products manufacturing sector accounted for 98.08% of total revenue, while other businesses contributed 1.92% [2]