公司治理制度完善

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盘龙药业: 关于修订公司章程及制定、修订部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-08-27 14:16
Core Viewpoint - The company, Shanxi Panlong Pharmaceutical Group Co., Ltd., is revising its Articles of Association and related corporate governance systems to enhance governance efficiency and streamline management processes, including the abolition of the supervisory board and the transfer of its responsibilities to the audit committee of the board of directors [1][2][3]. Summary by Sections Revision of Articles of Association - The company plans to amend its Articles of Association to comply with the latest regulatory framework and improve governance effectiveness [1][2]. - The supervisory board will be dissolved, and its functions will be transferred to the audit committee, pending approval from the shareholders' meeting [1][2]. Specific Amendments - The amendments will include changes to the roles and responsibilities of the board of directors and the legal representative of the company [4][5]. - The new provisions will clarify that the legal representative's civil activities will be the company's responsibility, and the company can seek compensation from the legal representative if damages occur due to their duties [4][5]. Governance Structure Changes - The supervisory board's responsibilities will cease upon the approval of the revised Articles of Association, and the rules governing the supervisory board will be abolished [2][3]. - The company will ensure that the audit committee will diligently perform its supervisory functions until the shareholders' meeting approves the changes [2][3]. Legal Compliance - The revisions are in accordance with the Company Law, Securities Law, and relevant regulations from the Shenzhen Stock Exchange [3][4]. - The company emphasizes that the amendments aim to protect the rights and interests of shareholders, employees, and creditors while ensuring compliance with legal requirements [1][2].
广博股份: 关于制定、修订公司部分治理制度的公告
Zheng Quan Zhi Xing· 2025-08-22 16:24
Group 1 - The company aims to enhance its corporate governance structure and optimize internal control systems to improve operational standards [1] - The company has revised and established several governance systems in compliance with relevant laws and regulations [1] - The specific governance system revised includes the "Management System for Directors and Senior Management Personnel Holding and Trading Company Stocks," which was submitted for shareholder meeting approval [1]
珠海港: 第十一届董事局第十六次会议决议公告
Zheng Quan Zhi Xing· 2025-08-22 16:11
Group 1 - The board meeting of Zhuhai Port Co., Ltd. was held on August 22, 2025, with all 8 directors present, confirming the legality and validity of the meeting [1][2] - The board approved the proposal to establish and revise certain company systems, including the formulation of a "Management System for Departure of Directors and Senior Management" and revisions to 26 other systems [1][2] - The board also approved Zhuhai Port Xing Pipeline Natural Gas Co., Ltd. to apply for a credit limit of 100 million yuan from Bank of China Zhuhai Branch for non-financing guarantees, with a validity period of one year [2] Group 2 - All 8 directors voted in favor of the proposals, with no opposition or abstentions recorded [2] - The revisions to the "Internal Audit Work System" and 3 other systems were previously approved by the board's audit committee on August 18, 2025 [2] - The meeting resolutions and audit committee decisions are available for review [2]
江苏索普: 江苏索普关于修订《公司章程》及其附件并取消监事会的公告
Zheng Quan Zhi Xing· 2025-08-12 16:23
Core Viewpoint - Jiangsu Sop Chemical Co., Ltd. plans to amend its articles of association and abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors [1][2]. Group 1: Cancellation of Supervisory Board - The supervisory board, including its chairman and members, will be dissolved, and their duties will be assumed by the audit committee [2]. - This change requires approval from the shareholders' meeting, and until then, the supervisory board will continue to operate as per existing regulations [2]. Group 2: Amendments to Articles of Association - The company will revise its articles of association, including the deletion of sections related to the supervisory board, replacing them with references to the audit committee [2][3]. - Other amendments include changes in terminology, such as replacing "general manager and other senior management" with "senior management" [2]. - Specific revisions to the articles include updates to the roles and responsibilities of the chairman and legal representative, ensuring compliance with the Company Law and Securities Law [3][4]. Group 3: Governance Improvements - The amendments aim to enhance corporate governance in line with legal requirements and the company's operational realities [1][2]. - The company emphasizes the importance of maintaining the rights and interests of shareholders, employees, and creditors in its governance framework [3]. Group 4: Shareholder Rights and Meeting Procedures - The revised articles will clarify shareholder rights, including the ability to propose temporary motions and participate in meetings through electronic means [14][15]. - The company will ensure that all shareholders can exercise their voting rights effectively, including provisions for cumulative voting in director elections [16][17]. Group 5: Compliance and Legal Obligations - The company will adhere to legal obligations regarding the disclosure of information and the conduct of its board members and shareholders [10][12]. - The amendments will also reinforce the responsibilities of controlling shareholders and actual controllers to protect the interests of the company and its public shareholders [12][13].
汇绿生态: 2025年第三次临时股东大会的法律意见书
Zheng Quan Zhi Xing· 2025-08-11 16:26
Core Viewpoint - The legal opinion confirms that the third extraordinary general meeting of shareholders of Huilv Ecological Technology Group Co., Ltd. was convened and conducted in accordance with relevant laws and regulations, ensuring the legitimacy of the meeting and the validity of the voting results [2][4][15] Group 1: Meeting Procedures - The meeting was convened by the company's board of directors, with the decision made on July 25, 2025, to hold the meeting on August 11, 2025, using a combination of on-site and online voting [4][6] - The notice for the meeting was published on the designated information disclosure media, detailing the meeting's agenda, time, and voting procedures, in compliance with legal requirements [4][5] - The equity registration date for shareholders was set for August 4, 2025, ensuring that all eligible shareholders could participate [4] Group 2: Attendance and Voting - A total of 159 participants attended the meeting, representing 420,445,281 shares, which accounted for 53.6170% of the total voting shares [7] - Among the attendees, 155 participated via online voting, representing 191,581,861 shares, or 24.4313% of the total voting shares [6][7] - The meeting was presided over by a board member due to the absence of the chairman and vice-chairman, with all relevant materials provided to the shareholders [6][8] Group 3: Voting Results - The voting results showed that the proposals were overwhelmingly approved, with the majority of votes in favor, including 99.9044% for the meeting rules and 99.8992% for the related party transaction management system [9][10][12] - The small and medium investors also showed strong support, with 93.6185% voting in favor of the proposals [9][10][12] - The legal opinion concluded that the voting procedures and results were legitimate and valid, adhering to all applicable laws and regulations [15]
浙江丰立智能科技股份有限公司 关于修订《公司章程》、修订 及制定公司部分治理制度的公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-08-05 00:08
Group 1 - The company has approved the establishment of a special account for the funds raised from the issuance of A-shares, which will be used for specific storage and usage of the raised funds after obtaining approval from the China Securities Regulatory Commission [1][3] - The company has passed the resolution regarding the 2025 semi-annual report, confirming that the report's preparation and review procedures comply with relevant laws and regulations, and accurately reflect the company's actual situation [3][4] - The company has approved the special report on the storage and usage of raised funds for the first half of 2025, in accordance with regulatory requirements [5][6] Group 2 - The company has approved the detailed table of non-recurring gains and losses and the verification report for the years 2022, 2023, 2024, and the first half of 2025 [7][8] - The company has revised its articles of association to comply with the latest legal and regulatory requirements, aiming to enhance operational standards and improve corporate governance [11][12] - The company has also revised and established several governance systems, with some requiring shareholder meeting approval, while others take effect immediately upon board resolution [13][14]
津药药业: 津药药业股份有限公司2025年第三次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-08-01 16:10
Core Viewpoint - Tianjin Pharmaceutical Co., Ltd. is proposing to change its business scope, abolish the supervisory board, and amend its articles of association to enhance corporate governance and operational efficiency [1][3][4]. Business Scope Changes - The company plans to expand its business scope to include drug import and export, technology import and export, import and export agency, and goods import and export [1][8]. - The revised business scope will include the following licensed projects: drug production, entrusted drug production, veterinary drug production, cosmetics production, food additive production, feed additive production, hazardous chemicals operation, special equipment design, and drug import and export [1][8]. Articles of Association Amendments - The amendments to the articles of association aim to align with the Company Law and other relevant regulations, ensuring the protection of the rights of the company, shareholders, and creditors [3][4]. - Key changes include the removal of the supervisory board, with the audit and risk control committee of the board of directors assuming the supervisory functions [1][3]. - The articles will also clarify the responsibilities and rights of shareholders, including the ability to sue the company or its directors for breaches of duty [7][14]. Corporate Governance Enhancements - The company emphasizes the importance of maintaining a high standard of corporate governance to protect the interests of shareholders and ensure compliance with legal requirements [1][3]. - The amendments will also address the roles and responsibilities of the general manager and other senior management, ensuring accountability and legal compliance [5][6][7].
能辉科技: 关于修订《公司章程》、修订及制定部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-25 16:14
Core Viewpoint - Shanghai Nenghui Technology Co., Ltd. is revising its articles of association and governance systems to enhance operational standards and corporate governance in compliance with updated laws and regulations [1] Summary by Sections Revision Reasons - The revisions aim to standardize company operations and improve governance based on the latest regulations from the Company Law, Securities Law, and other relevant guidelines [1] Changes to Articles of Association - The first article emphasizes the protection of the rights of the company, shareholders, employees, and creditors [2] - The eighth article maintains that the chairman serves as the legal representative, with changes in the process for appointing and dismissing the legal representative [2] - New provisions clarify the legal consequences of actions taken by the legal representative on behalf of the company [3] - The tenth article states that shareholders are liable only to the extent of their subscribed shares, while the company is liable for its total assets [4] - The eleventh article establishes the articles of association as a binding document for the company and its stakeholders [5] - The structure of the company's shares and the issuance process has been updated to ensure fairness and equality among shareholders [6] - The twenty-fourth article outlines conditions under which the company may repurchase its shares, including specific exceptions [7] - The twenty-sixth article specifies the procedures for share repurchase and the limits on the number of shares that can be held by the company [9] - The thirty-seventh article details the conditions under which board resolutions may be deemed invalid [16] - The forty-second article outlines the requirements for external guarantees and the necessary approvals from the board and shareholders [24][25] Governance and Responsibilities - The responsibilities of shareholders and the obligations they must fulfill are clearly defined, including the prohibition against abusing shareholder rights [20][22] - The obligations of controlling shareholders and actual controllers are emphasized, including the need to act in the company's best interests and comply with legal requirements [41][43] Decision-Making Authority - The powers of the shareholders' meeting are outlined, including the authority to approve major corporate actions such as capital increases, mergers, and financial audits [46][47] - The process for approving significant transactions and financial decisions is clarified, ensuring transparency and accountability [24][25] Financial Assistance and Guarantees - The company must seek board approval for financial assistance and guarantees, with specific conditions outlined for different scenarios [25]
博实结: 关于修订《公司章程》并办理工商变更登记及制定、修订部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-23 12:21
Core Viewpoint - Shenzhen Bosijie Technology Co., Ltd. is revising its Articles of Association and related governance systems, including the abolition of the supervisory board, to optimize its corporate governance structure in compliance with relevant laws and regulations [1][2]. Summary by Sections Revision of Articles of Association and Governance Systems - The company held its second board meeting on July 23, 2025, where it approved the proposal to revise the Articles of Association and related governance systems, which will be submitted to the shareholders' meeting for approval [1][2]. - The supervisory board will be abolished, and its functions will be transferred to the audit committee of the board of directors [1][2]. Reasons and Basis for Revision - The revisions are based on the Company Law of the People's Republic of China, guidelines for listed companies, and the actual situation of the company [1][2]. - The company aims to enhance the protection of the rights and interests of shareholders, creditors, and employees while ensuring compliance with legal requirements [1][2]. Specific Changes in Articles of Association - The first article emphasizes the protection of the rights of shareholders, employees, and creditors [2]. - New provisions regarding the legal representative's responsibilities and the company's liability for civil activities conducted in its name have been added [2]. - The company will now allow shareholders to sue directors, supervisors, and senior management, enhancing accountability [2]. - The issuance of shares will continue to adhere to principles of openness, fairness, and justice, ensuring equal rights for all shareholders [2]. - The company will maintain a share capital structure of 88.99 million shares, all of which are ordinary shares with a par value of RMB 1.00 per share [2].
中欣氟材: 关于修订《公司章程》并办理工商变更登记及修订、制定部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-07-18 13:14
Summary of Key Points Core Viewpoint The announcement details the revisions to the Articles of Association of Zhejiang Zhongxin Fluorine Materials Co., Ltd., which were approved by the board of directors. The revisions aim to align the company's governance structure with current laws and regulations. Group 1: Amendments to Articles of Association - The chairman of the board is now designated as the legal representative of the company, with provisions for the appointment or replacement of the legal representative requiring a majority vote from the board of directors [1][2]. - The revised Articles of Association will become a legally binding document governing the relationships and obligations between the company, shareholders, directors, supervisors, and senior management [2][3]. - Shareholders can sue the company, and the company can sue shareholders, directors, supervisors, and senior management under the revised Articles [2][3]. Group 2: Shareholding and Transfer Regulations - Directors, supervisors, and senior management must declare their shareholdings, with restrictions on transferring shares during their tenure [3][4]. - Shareholders holding more than 5% of the company's shares are required to return profits from buying and selling shares within specified timeframes [3][4]. Group 3: Governance Structure and Responsibilities - The board of directors is responsible for appointing and dismissing senior management, including the general manager and financial director, and determining their remuneration [30][33]. - The audit committee is established to oversee financial practices and ensure compliance with laws and regulations, with independent directors comprising the majority [33][34]. - The company must hold at least two board meetings annually, with specific provisions for calling temporary meetings under certain conditions [31][32].