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秦港股份: 秦皇岛港股份有限公司2024年度股东周年大会会议资料
Zheng Quan Zhi Xing·2025-05-29 09:57

Core Viewpoint - The company proposes to abolish the supervisory board and amend its articles of association and related rules, transferring the supervisory functions to the audit committee of the board of directors [2][3]. Group 1: Meeting Agenda - The annual general meeting will be held on June 27, 2025, at 10:30 AM in Qinhuangdao, Hebei Province [1]. - The agenda includes the announcement of attendees, review of various proposals, and methods for voting on the proposals [1]. Group 2: Proposal to Abolish the Supervisory Board - The proposal to abolish the supervisory board is based on relevant laws and regulations, and the supervisory functions will be assumed by the audit committee [2]. - Key modifications include the removal of references to the supervisory board and the enhancement of shareholder responsibilities [2][3]. - The proposal has been approved by the board of directors and the supervisory board and is now submitted for shareholder review [3]. Group 3: Amendments to Governance Systems - The company aims to improve its governance system and ensure compliance with new legal requirements [3]. - Specific changes include the removal of references to the supervisory board and the unification of terminology from "shareholders' meeting" to "shareholders' assembly" [4]. - Additional modifications will be detailed in attached comparison tables [4]. Group 4: Independent Director Regulations - The independent director rules are established to ensure the independent functioning of non-executive directors and protect the rights of shareholders [5][6]. - Independent directors must not hold other positions within the company and should maintain independence from major shareholders [6][7]. - The rules outline the qualifications, responsibilities, and procedures for the nomination and election of independent directors [10][11]. Group 5: Related Party Transactions - The company has established a system for managing related party transactions to ensure fairness and compliance with regulations [28][29]. - Transactions must be conducted at fair prices, with written agreements outlining the rights and obligations of both parties [29][30]. - The decision-making process for significant related party transactions is defined, requiring board and shareholder approval for transactions exceeding specified thresholds [32][33].