公司制度修订

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济南高新发展股份有限公司第十一届董事会第二十六次临时会议决议公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-10-01 05:17
Core Viewpoint - The company held its 26th temporary board meeting, where multiple resolutions were passed regarding the revision of various internal regulations and management systems to enhance governance and compliance [1][2][4][6][8][10][12][13][15][17][19][21][23][24][26][28][30][32][34]. Group 1: Resolutions Passed - The board approved the revision of the "Special System for Preventing Controlling Shareholders and Related Parties from Occupying Company Funds" [2] - The board approved the revision of the "Investor Relations Management System" [4] - The board approved the revision of the "Board Strategic Committee Implementation Rules" [6] - The board approved the revision of the "Board Audit Committee Implementation Rules" [8] - The board approved the revision of the "Board Nomination Committee Implementation Rules" [10] - The board approved the revision of the "Board Compensation and Assessment Committee Implementation Rules" [13] - The board approved the revision of the "Management Measures for Shares Held by Directors and Senior Management" [15] - The board approved the establishment of the "Management System for Departure of Directors and Senior Management" [17] - The board approved the revision of the "Board Secretary Work System" [19] - The board approved the revision of the "General Manager Work Rules" [21] - The board approved the revision of the "Major Information Internal Reporting System" [23] - The board approved the revision of the "Information Disclosure Affairs Management System" [26] - The board approved the revision of the "Information Disclosure Postponement and Exemption Management System" [28] - The board approved the revision of the "Insider Information Knowledge Person Registration Management System" [30] - The board approved the revision of the "Internal Audit System" [32] - The board approved the revision of the "Management Measures for the Use of Raised Funds" [34] Group 2: Legal Proceedings - The company is currently involved in a first-instance lawsuit regarding a creditor's subrogation dispute, with the company as the defendant [38] - The company has filed an appeal against the first-instance judgment, which has not yet taken effect, indicating uncertainty regarding the final outcome [38][42] - The company is also facing additional lawsuits from other creditors, with claims totaling approximately 5.13 million and 1.75 million yuan, respectively [42]
*ST太和董事会决议:修订多项制度并拟召开临时股东会
Xin Lang Cai Jing· 2025-09-30 11:50
点击查看公告原文>> 声明:市场有风险,投资需谨慎。 本文为AI大模型基于第三方数据库自动发布,任何在本文出现的信 息(包括但不限于个股、评论、预测、图表、指标、理论、任何形式的表述等)均只作为参考,不构成 个人投资建议。受限于第三方数据库质量等问题,我们无法对数据的真实性及完整性进行分辨或核验, 因此本文内容可能出现不准确、不完整、误导性的内容或信息,具体以公司公告为准。如有疑问,请联 系biz@staff.sina.com.cn。 责任编辑:小浪快报 2025年10月1日,上海太和水科技发展股份有限公司(证券代码:605081,证券简称:*ST太和(维 权))发布第四届董事会第五次会议决议公告。本次会议于2025年9月30日以现场和通讯相结合方式召 开,应出席董事9人,实际出席9人,由董事长吴靖先生主持,会议程序合法合规。 会上,董事会审议并通过多项议案: 1.修订多项制度:审议通过《关于修订 <公司章程> 并办理工商变 更登记及修订部分治理制度的议案》,其中包括对《公司章程》《董事会议事规则》《董事会审计委员 会工作细则》《董事会提名委员会工作细则》《董事会薪酬与考核委员会工作细则》《董事会战略委员 会 ...
山东道恩高分子材料股份有限公司第五届董事会第二十六次会议决议公告
Shang Hai Zheng Quan Bao· 2025-09-29 21:10
登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码:002838 证券简称:道恩股份 公告编号:2025-109 山东道恩高分子材料股份有限公司 第五届董事会第二十六次会议 决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚假记载、误导性陈述或重大遗 漏。 一、董事会会议召开情况 山东道恩高分子材料股份有限公司(以下简称"公司")第五届董事会第二十六次会议通知于2025年9月 22日以电子邮件、专人送达等形式向各位董事发出,会议于2025年9月29日以通讯的方式召开。本次会 议应出席董事9名,实际出席9名。会议由董事长于晓宁先生召集和主持,公司监事、高级管理人员及董 事会秘书列席会议。本次会议的召集、召开和表决程序均符合《公司法》等法律、法规、规范性文件和 《公司章程》的有关规定,合法有效。 二、董事会会议审议情况 (一)审议通过了《关于变更注册资本、取消监事会暨修订〈公司章程〉的议案》 根据《公司法》《上市公司章程指引》《深圳证券交易所股票上市规则》《深圳证券交易所上市公司自 律监管指引第1号一主板上市公司规范运作》等法律法规、规范性文件相关规定,公司将不再设置监事 会及监事 ...
林州重机集团股份有限公司第六届董事会第二十五次(临时)会议决议公告
Shang Hai Zheng Quan Bao· 2025-09-22 18:55
Group 1 - The company held its 25th temporary board meeting on September 22, 2025, with all eight directors present, meeting the legal requirements for quorum [2][3]. - The board approved a proposal for the company’s wholly-owned subsidiary, Beijing Zhongke Linzhong Technology Co., Ltd., to provide a guarantee for Mr. Guo Hao's financing of 20 million yuan at Huaxia Bank, with a one-year term [3][39]. - The board's decision on the guarantee will be submitted to the shareholders' meeting for approval [5][33]. Group 2 - The board also approved multiple revisions and new regulations for company management, including the implementation rules for various committees and management systems, all receiving unanimous support from the directors [7][9][10]. - The company plans to hold its second temporary shareholders' meeting on October 10, 2025, to discuss the approved proposals [17][44]. Group 3 - The company disclosed that as of the announcement date, the total amount of guarantees provided by the company and its subsidiaries exceeded 107.18 million yuan, which is 168.18% of the latest audited net assets [30][39]. - The board believes that the guarantee for Mr. Guo Hao is beneficial for the company's long-term development and does not harm the interests of shareholders, especially minority shareholders [24][39].
每周股票复盘:郴电国际(600969)股东会通过取消监事会及多项制度修订
Sou Hu Cai Jing· 2025-09-13 21:39
Core Viewpoint - The company, Chendian International, has made significant governance changes, including the cancellation of the supervisory board and the establishment of a cash dividend policy, which aims to enhance shareholder returns and streamline decision-making processes [1][2][3] Company Announcements - Chendian International held its first extraordinary general meeting of 2025 on September 10, where 200 shareholders representing 145,580,667 voting shares (39.34% of total voting shares) attended [1] - The meeting approved the proposal to cancel the supervisory board, which received more than two-thirds of the voting rights, and also passed amendments to the company's internal regulations and the establishment of a dividend management system [1][2] - The revised company charter specifies that the board will consist of 7 directors, including 1 chairman and 1 vice-chairman, with the chairman serving as the legal representative [1] Dividend and Governance Policies - The company has established a cash dividend policy that mandates a minimum of 30% of the annual distributable profits to be distributed as cash dividends [1][2] - Additional governance policies approved include the external guarantee management system, fundraising management system, independent director working system, and rules for shareholder and board meetings [2][3] - The external guarantees must be approved by the board or shareholders, and related party guarantees require counter-guarantees; fundraising must be stored in dedicated accounts and used for specified purposes [2]
恒基达鑫: 第六届董事会第十七次会议决议公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Group 1 - The company held its 17th meeting of the 6th Board of Directors on September 4, 2025, with all 7 directors participating in the voting [1] - The Board approved amendments to the company's Articles of Association, Shareholders' Meeting Rules, and Board Meeting Rules, with a unanimous vote of 7 in favor [1][2] - The revised documents will be submitted for approval at the upcoming shareholders' meeting scheduled for September 23, 2025 [3] Group 2 - The company has restructured its "Investment Development Department" to "Investment and Risk Management Department" to enhance investment management and risk control capabilities [3] - Specific details regarding the revised rules and regulations will be disclosed on September 6, 2025, on the company's official information platform [2][3] - The Board's decision to amend various management systems, including those related to risk investment and fundraising, was also unanimously approved [2][3]
华丽家族: 华丽家族股份有限公司第七届董事会第四十一次会议决议公告
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Viewpoint - The company, Huayi Family Co., Ltd., has made significant governance changes by abolishing the supervisory board and revising various internal management systems to enhance operational efficiency and compliance with legal regulations [1][2][3]. Group 1: Governance Changes - The board of directors approved the cancellation of the supervisory board, transferring its powers to the audit committee of the board [1]. - The company will revise its articles of association and related governance documents to reflect these changes [1][2]. - The decision to abolish the supervisory board was made in accordance with the new Company Law and relevant regulations [1]. Group 2: Management System Revisions - The company has revised its external guarantee management system to align with legal requirements and its operational realities [2][3]. - The related party transaction decision-making system has also been updated to ensure compliance with the latest regulations [2][3]. - The fundraising management measures have been revised to improve governance and operational efficiency [3][4]. Group 3: Board of Directors Election - The company plans to elect a new board of directors, with a proposed composition of eight members, including three independent directors [5]. - The candidates for the eighth board of directors have been recommended and will be submitted for shareholder approval [5][6]. - The election is scheduled to take place during the second extraordinary general meeting of shareholders on September 22, 2025 [6]. Group 4: Additional Management Revisions - The company will revise several internal management systems to strengthen business management and governance [4]. - The revised systems include guidelines for various committees, internal audit procedures, and investor relations management [4].
*ST兰黄: 第十二届董事会第十三次会议决议公告
Zheng Quan Zhi Xing· 2025-09-03 16:28
Group 1 - The board of directors held an emergency meeting on September 2, 2025, where all members agreed to waive the notice period requirement [1] - The board approved the establishment of a holding subsidiary with a unanimous vote of 9 in favor, 0 against, and 0 abstentions [1] - The board's decision to establish the subsidiary was previously reviewed and approved by the strategic committee [1] Group 2 - The board also approved changes to the business scope and amendments to the company's articles of association, with the same voting results of 9 in favor, 0 against, and 0 abstentions [2] - This amendment requires further approval from the shareholders' meeting [2] - The board made corresponding revisions to the rules of procedure for board meetings based on the amendments to the articles of association [2] Group 3 - The company revised the implementation rules for cumulative voting at the shareholders' meeting, changing its name accordingly, with unanimous approval [3] - The revisions to the independent director work system were also approved unanimously [3] - These amendments are subject to further review by the shareholders' meeting [3] Group 4 - The company established an investment management system, which was approved with a unanimous vote [4] - The board also announced the convening of the fourth temporary shareholders' meeting in 2025, with unanimous approval [4]
博众精工: 博众精工2025年第一次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-09-03 09:17
Core Viewpoint - The company is holding its first extraordinary general meeting of shareholders in 2025 to ensure the legal rights of all shareholders and maintain order and efficiency during the meeting [1]. Group 1: Meeting Procedures - Only shareholders, their representatives, company directors, supervisors, senior management, invited lawyers, and designated personnel are allowed to enter the meeting venue [1]. - Shareholders and their representatives must sign in 30 minutes before the meeting and present required documentation to participate [2]. - The meeting will follow a predetermined agenda for reviewing and voting on proposals [2][3]. Group 2: Shareholder Rights and Responsibilities - Shareholders have the right to speak, inquire, and vote during the meeting, but must adhere to the rules to avoid disrupting the proceedings [2][3]. - Shareholders wishing to speak must register in advance and are limited to a five-minute speaking time [3]. - The meeting host has the authority to refuse or stop any shareholder from speaking if they violate the rules [3]. Group 3: Voting Process - Shareholders must express their opinions on proposals by voting "for," "against," or "abstaining," and must sign their ballots [4]. - The voting will be conducted through both on-site and online methods, with results announced by the meeting host [5]. - Two shareholder representatives will be appointed to oversee the counting of votes [4][5]. Group 4: Meeting Agenda - The agenda includes signing in, announcing the number of attending shareholders, allowing for shareholder speeches, and voting on proposals [6]. - Proposal 1 involves a cash dividend distribution of 0.93 yuan per 10 shares, totaling approximately 41.27 million yuan [6][8]. - Proposal 2 seeks to amend the company's articles of association to eliminate the supervisory board, transferring its responsibilities to the audit committee of the board [8][10]. Group 5: Regulatory Compliance - The company will comply with legal requirements regarding the cancellation of the supervisory board and the amendment of its articles of association [10][11]. - The proposed changes have been approved by the board and will be submitted for shareholder approval [9][10].
安琪酵母: 安琪酵母股份有限公司2025年第四次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-09-02 16:15
Core Viewpoint - Anqi Yeast Co., Ltd. is preparing for its shareholder meeting scheduled for September 12, 2025, focusing on maintaining shareholder rights and ensuring orderly proceedings [2][3]. Group 1: Shareholder Meeting Details - The voting time for the shareholder meeting is set for September 12, 2025, from 9:15 AM to 3:00 PM [1]. - The meeting will take place in the company's first-floor conference room, combining on-site and online voting methods [3]. - Attendees must register according to the specified procedures and present identification documents [2][3]. Group 2: Meeting Agenda and Procedures - The agenda includes welcoming remarks, election of monitors, discussion of proposals, and voting on the proposals [3][4]. - Shareholders have the right to speak, inquire, and vote, with a requirement to register for speaking in advance [3][4]. - Voting will be conducted by a named ballot for each proposal, with results announced immediately [3][4]. Group 3: Amendments to Company Rules - The company has revised its "Board Meeting Rules" to standardize terminology and remove references to "supervisors" without substantial changes to the content [4][5]. - Key amendments include the removal of the position of employee director and the establishment of the securities department as the daily affairs handling body for the board [5][6]. - The revised rules also clarify the board's powers and responsibilities, including the management of significant company issues and risk management [6][8]. Group 4: Independent Director System - The company has updated its "Independent Director Work System," ensuring independent directors do not hold other positions within the company and are free from conflicts of interest [21][22]. - The revisions include the establishment of specialized committees within the board, ensuring independent directors hold a majority in certain committees [22][23]. - Independent directors are required to report any conflicts of interest and ensure transparency in their duties [24][25]. Group 5: Fund Management Regulations - Anqi Yeast has revised its "Fund Management Measures" to enhance the management and use of raised funds, ensuring compliance with relevant laws and regulations [27][28]. - The amendments specify the procedures for fund storage, management, and usage, including the establishment of dedicated accounts for raised funds [29][30]. - The company is mandated to disclose the actual use of raised funds and any significant changes affecting investment plans [30][31].