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南京钢铁股份有限公司2025年第二次临时股东会决议公告
Group 1 - The core point of the announcement is the resolution of the second extraordinary general meeting of shareholders held by Nanjing Steel Group Co., Ltd. on September 5, 2025, which included the approval of several important amendments to the company's articles of association and rules [1][3][4] - The meeting was convened by the board of directors and conducted through a combination of on-site and online voting, ensuring compliance with relevant laws and regulations [1][3] - All proposed resolutions were passed without any objections, indicating a consensus among shareholders [3][4] Group 2 - The attendance at the meeting included 7 out of 8 current directors, with some participating via Tencent meeting due to other commitments [2] - The meeting included the approval of amendments to the company's articles of association, board meeting rules, and shareholder meeting rules, as well as the establishment of a management system for the departure of directors and senior management [4][5] - The legal proceedings of the meeting were verified by Jiangsu Taihe Law Firm, confirming that all procedures and voting results were lawful and valid [5]
大庆华科: 大庆华科股份有限公司关于召开2025年第一次临时股东大会的提示性公告
Zheng Quan Zhi Xing· 2025-09-04 12:12
Meeting Information - The company will hold its first extraordinary general meeting of shareholders for 2025 on September 9, 2025, at 14:30 [1] - The meeting will utilize both on-site and online voting methods [1][2] - The online voting will be available through the Shenzhen Stock Exchange trading system and the internet voting system from 9:15 to 15:00 on the same day [1][4] Attendance and Voting Rights - All shareholders registered by the close of trading on September 2, 2025, are entitled to attend the meeting and vote [2][3] - Shareholders can appoint proxies to attend and vote on their behalf, and the proxy does not need to be a shareholder of the company [2][3] Agenda Items - The meeting will discuss several proposals, including amendments to the company's "Implementation Rules for Cumulative Voting for Directors" and "Management Measures for the Remuneration and Performance Assessment of Directors and Senior Management" [2][3] - The proposals require a two-thirds majority for approval [2] Registration and Voting Process - Registration for the meeting will take place on September 8, 2025, from 9:00 to 16:00 [4] - Specific procedures for online voting are outlined, including the need for shareholders to adhere to the limits of their voting rights [5][6] Documentation - Relevant documents, including the resolutions from the fifth meeting of the ninth board of directors, will be available for review [4]
诺思兰德: 董事、高级管理人员薪酬管理制度
Zheng Quan Zhi Xing· 2025-09-01 10:11
Core Viewpoint - The company has approved a new compensation management system for its directors and senior management to enhance motivation and operational efficiency, pending shareholder approval [1][2]. Chapter Summaries Chapter 1: General Principles - The purpose of the new compensation management system is to establish an effective incentive and restraint mechanism for the company's directors and senior management, in accordance with relevant laws and regulations [1]. Chapter 2: Compensation Management Structure - The Compensation and Assessment Committee of the Board is responsible for formulating compensation plans and overseeing the performance evaluation of directors and senior management [2]. - The shareholders' meeting will review the compensation assessment system for directors, while the Board will review that for senior management [2]. Chapter 3: Compensation Standards and Payment Methods - Internal directors receive compensation based on their management roles, while external directors receive an annual allowance [3]. - Independent directors receive an annual allowance and are reimbursed for travel and other reasonable expenses incurred while performing their duties [4]. - Senior management compensation consists of a base salary, performance-based pay, and year-end bonuses, with specific criteria for each component [4][5]. - Compensation adjustments for directors and senior management will be based on industry salary trends, inflation, company performance, and other relevant factors [5]. Chapter 4: Supplementary Provisions - In case of conflicts between this system and existing laws or the company's articles of association, the latter will prevail [5]. - The system will take effect upon approval by the shareholders' meeting [5].
统联精密: 深圳市泛海统联精密制造股份有限公司董事、高级管理人员薪酬与考核管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:34
General Principles - The compensation and assessment management system aims to standardize the compensation management for the board of directors and senior management, enhancing operational efficiency and management standards [1] - The system is based on principles such as the unity of social and economic benefits, the combination of labor distribution with responsibilities, rights, and interests, and alignment with the company's annual performance and market compensation levels [1][2] Management Structure - The shareholders' meeting is responsible for reviewing the compensation of directors, while the board of directors is responsible for reviewing the compensation of senior management [2] - The compensation and assessment committee of the board is authorized to formulate compensation standards, plans, and assessment methods for directors and senior management [2] Compensation System - The compensation level for directors is determined by referencing industry standards and the company's actual situation [2][3] - Independent directors receive a maximum pre-tax allowance of 150,000 yuan per year, while non-independent directors not employed by the company do not receive any compensation [2][3] - The fixed salary for employed non-independent directors and senior management consists of a fixed salary and performance-based salary, which is managed according to their actual performance [3][4] Assessment System - Directors undergo annual assessments based on their diligence, capability, and any penalties from regulatory bodies [5] - Senior management's assessment methods change according to their job position changes within the fiscal year [5] Implementation and Amendments - The system is subject to approval by the shareholders' meeting and can be amended as necessary [6] - The system takes effect upon approval by the shareholders' meeting and is interpreted by the compensation and assessment committee of the board [6]
浙江东日: 浙江东日股份有限公司2025年第五次临时股东会会议材料
Zheng Quan Zhi Xing· 2025-08-29 16:39
浙江东日股份有限公司 时间:2025 年 9 月 5 日下午 14:30 地点:浙江省温州市鹿城区市府路 168 号合众大厦 12 层浙江东日股 份有限公司 1 号会议室 主持人:董伯俞董事长 浙江东日股份有限公司 会 议 材 料 浙江东日股份有限公司董事会 目 录 办法》的议案-------------------------------------------6-11 一、本次股东会采用现场投票和网络投票结合的方式。现场会议 表决采取记名投票表决方式进行,网络投票采用上海证券交易所网络 投票系统,通过交易系统投票平台的投票时间为股东会召开当日的交 易时间段,即 9:15-9:25,9:30-11:30,13:00-15:00;通过互联网投 票平台的投票时间为股东会召开当日的 9:15-15:00。融资融券券商 可以通过上海证券交易所指定的融资融券业务会员投票系统,按照所 征集的融资融券投资者投票意见,参加股东会投票。 果 浙江东日股份有限公司 为了维护全体股东的合法权益,确保股东会的正常秩序和议事效 率,保证股东会的顺利进行,根据《公司章程》、公司《股东会议事 规则》及相关法律法规和规定,特制定本须知: ...
和展能源: 关于召开2025年第二次临时股东会的通知
Zheng Quan Zhi Xing· 2025-08-27 14:16
Meeting Information - The company will hold its second extraordinary general meeting of shareholders in 2025 on September 15, 2025 [1][2] - The meeting will be convened by the company's board of directors, following the approval of the proposal to hold the meeting during the 17th meeting of the 12th board on August 26, 2025 [1] - The meeting will be conducted both in-person and via online voting [1][2] Voting Details - The voting period through the Shenzhen Stock Exchange trading system is from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on September 15, 2025 [1][2] - The equity registration date is set for September 8, 2025 [2] - All registered ordinary shareholders have the right to attend the meeting and may appoint a proxy to vote on their behalf [2][3] Agenda Items - The main agenda item includes the proposal to amend the "Remuneration Management System for Directors, Supervisors, and Senior Management" [1][2][7] - The voting on the proposals will be non-cumulative, and the results will be disclosed separately for small investors [2][3] Registration and Contact Information - Registration for the meeting must be completed by 11:30 AM on September 15, 2025 [3] - The registration location is at the company's meeting room in Tieling County, Liaoning Province [3] - Contact person for the meeting is Chi Feng, with a provided phone number and email for inquiries [4]
立霸股份: 立霸股份:董事、高级管理人员离职管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-25 16:30
Core Points - The article outlines the management system for the resignation of directors and senior management at Jiangsu Libaba Industrial Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of shareholders [1][2][3] Chapter Summaries Chapter 1: General Principles - The system is established to regulate the resignation of directors and senior management, ensuring compliance with laws and regulations, transparency, smooth transitions, and protection of shareholder rights [1][2] Chapter 2: Resignation Circumstances and Conditions - Resignation can occur due to term expiration, voluntary resignation, dismissal, or other reasons. Directors can resign before their term ends by submitting a written resignation report, which must be disclosed within two trading days [2][3] Chapter 3: Responsibilities and Obligations upon Resignation - Resigning directors and senior management must complete all handover procedures and are prohibited from using their former positions to interfere with the company's operations. Confidentiality obligations regarding company secrets remain effective post-resignation [4][5] Chapter 4: Accountability Mechanism - Directors and senior management who leave before their term ends and cause losses to the company are liable for compensation. The company retains the right to pursue accountability for any breaches of duty or unfulfilled commitments post-resignation [6][7] Chapter 5: Supplementary Provisions - The system will be executed in accordance with relevant laws and regulations, and any conflicts with existing regulations will be resolved according to the latter. The board of directors is responsible for interpreting and amending the system [8]
双元科技: 董事、高级管理人员薪酬(津贴)制度
Zheng Quan Zhi Xing· 2025-08-25 16:23
Core Points - The company aims to enhance the compensation incentive and restraint mechanism for its directors and senior management to improve operational management efficiency [1] - The compensation system applies to independent directors, non-independent directors, and senior management [1][2] - The principles guiding the compensation system include linking actual income levels to company performance, aligning compensation with long-term development, and ensuring transparency [3][4] Compensation Management Structure - The shareholders' meeting determines the director's allowance plan, while the board of directors approves the compensation plan for senior management [1][2] - The compensation and assessment committee of the board is responsible for evaluating directors (excluding independent directors) [2] Compensation Standards and Distribution - Independent directors receive an annual allowance of 60,000 RMB (before tax), paid once every 12 months [2] - Non-independent directors do not receive additional allowances beyond their salaries [2] - Senior management's compensation is based on their specific roles and the company's performance assessment methods [2] Compensation Adjustment - The compensation system should adapt to the company's operational strategy and changing business conditions [4] - Adjustments are based on industry salary increases, inflation levels, company profitability, and organizational changes [4] Additional Provisions - The company reserves the right to terminate the position and reclaim allowances or performance bonuses if directors or senior management violate laws or company regulations [3][4] - The compensation system is subject to approval by the shareholders' meeting and can be modified accordingly [5]
佐力药业: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-19 16:34
Core Points - The article outlines the management system for the resignation of directors and senior management at Zhejiang Zoli Pharmaceutical Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2][4] Group 1: General Provisions - The system is established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - It applies to directors (including independent directors) and senior management who leave due to various reasons such as term expiration, resignation, retirement, or dismissal [1][2] Group 2: Resignation Conditions and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the board, with disclosure required within two trading days [2] - If a director's term expires without re-election, they automatically leave office from the date the shareholders' meeting resolution is passed [2] Group 3: Restrictions on Holding Office - Certain individuals are prohibited from serving as directors or senior management, including those with limited civil capacity, criminal convictions related to corruption, or those who have been declared unfit by regulatory bodies [2][4] Group 4: Transition Procedures and Unresolved Matters - Resigning directors and senior management must hand over all relevant documents and assets within five working days after their resignation becomes effective [4][5] - If significant matters such as major investments or financial decisions are involved, an audit committee may initiate a departure audit [5] Group 5: Obligations of Resigning Directors and Senior Management - Resigning individuals must fulfill all handover procedures and maintain their obligations of loyalty and confidentiality for two years post-termination [5][6] - They are restricted from transferring more than 25% of their shares annually during their term and cannot transfer shares within six months after leaving [6] Group 6: Accountability Mechanism - The board may take necessary actions to hold resigning directors and senior management accountable for any violations of commitments or actions that harm the company [6][7] - Individuals can appeal the board's accountability decisions within fifteen days of notification [7]
达瑞电子: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-14 16:39
东莞市达瑞电子股份有限公司 第一章 总则 第一条 为了规范东莞市达瑞电子股份有限公司(以下简称"公司")董事、 高级管理人员离职管理,维护公司治理稳定,保障股东权益,根据《中华人民 共和国公司法》《上市公司章程指引》《深圳证券交易所创业板股票上市规则》 《深圳证券交易所上市公司自律监管指引第2号——创业板上市公司规范运作》 等法律、行政法规、部门规章、规范性文件和《东莞市达瑞电子股份有限公司 章程》(以下简称"《公司章程》")的规定,制定本制度。 第二条 本制度适用于公司董事(含独立董事)及高级管理人员因辞任(辞 职)、任期届满、被解除职务或者其他原因离职的情形。 第二章 离职情形与生效条件 第三条 董事、高级管理人员可以在任期届满前提出辞任或者辞职。董事辞 任、高级管理人员辞职应当提交书面报告。董事辞任的,自公司收到通知之日 生效。高级管理人员辞职的,自董事会收到辞职报告时生效。 除本制度第六条规定情形外,出现下列规定情形的,在改选出的董事就任 前,原董事仍应当按照法律、行政法规、部门规章和《公司章程》规定继续履 行职责: (一)董事任期届满未及时改选,或者董事在任期内辞任导致董事会成员 低于法定最低人数; ...