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华丽家族: 华丽家族股份有限公司董事会议事规则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Points - The document outlines the rules for the board of directors of Huayi Family Co., Ltd., aiming to standardize decision-making processes and enhance operational efficiency [1][2][3] Board Composition and Authority - The board consists of 8 directors, including 3 independent directors, and may have up to 2 employee directors elected by staff [1][2] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major investments and operational plans [1][2] Special Committees - The board establishes several special committees, including the Audit Committee, Compensation and Assessment Committee, Nomination Committee, and Strategy Committee, with specific rules for their operation [2] Chairman's Powers - The chairman has the authority to propose amendments to the company's articles, manage information disclosure, and oversee the president's work [3][4] Meeting Procedures - The board must hold at least two regular meetings annually, with provisions for calling temporary meetings under specific circumstances [5][6] - Meeting notifications must be sent out in advance, detailing the time, location, and agenda [7][8] Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for abstentions and conflicts of interest [11][12] - The board must adhere strictly to the powers granted by the shareholders and the company's articles [12][29] Record Keeping - Detailed records of meetings, including attendance, discussions, and resolutions, must be maintained for at least ten years [14][13]
南钢股份: 南京钢铁股份有限公司董事会议事规则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 10:16
General Principles - The rules are established to standardize the decision-making process of the board of directors of Nanjing Steel Co., Ltd. and to enhance the effectiveness of board operations and scientific decision-making [1] - The board of directors is the decision-making body for the company's management, responsible for strategic planning, decision-making, and risk prevention [1] Board Composition and Powers - The board consists of nine directors, including independent directors and employee representatives, with a limit on the number of directors who can also hold senior management positions [2] - Directors are elected by the shareholders and serve a term of three years, with the possibility of re-election [2] - The board has the authority to make significant decisions regarding capital increases, mergers, acquisitions, and other major corporate actions [4][6] Meeting Procedures - The board must hold at least two regular meetings each year, with notifications sent out in advance [8] - Meetings can be called by the chairman or upon request from shareholders or directors, and must include sufficient materials for discussion [10][11] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [13][16] Decision-Making and Voting - Proposals must be submitted in writing and should align with legal and regulatory requirements [22] - Directors must declare any conflicts of interest and may need to abstain from voting on related matters [29] - Voting is conducted by a show of hands or written ballot, and results must be recorded [35][38] Committees and Oversight - The board has established specialized committees, including audit, nomination, and compensation committees, with independent directors comprising a majority [12] - The chairman is responsible for overseeing the implementation of board decisions and reporting on their execution in subsequent meetings [21] Documentation and Record-Keeping - Meeting records must include details such as attendance, proposals discussed, and voting outcomes, and must be signed by participating directors [39][41] - All board meeting documents are to be preserved for a minimum of ten years [44]
华恒生物: 董事会议事规则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-04 16:18
Core Points - The document outlines the rules governing the board of directors of Anhui Huaheng Biotechnology Co., Ltd, aiming to ensure efficient operation and scientific decision-making [2][4][5] Chapter Summaries Chapter 1: General Principles - The rules are established based on the Company Law, Corporate Governance Guidelines, and the company's articles of association [2] Chapter 2: Directors - Directors must not be in situations that disqualify them from serving as per the Company Law and articles of association [2] - Directors are elected for a term of three years and can be re-elected [3] - Directors must fulfill their duties with loyalty and diligence, and failure to attend meetings may lead to replacement [3][4] - Directors can resign before their term ends, but must complete handover procedures [3][4] Chapter 3: Composition and Powers of the Board - The board consists of nine directors, including three independent directors, and has a chairperson [4][5] - The board is responsible for convening shareholder meetings, executing resolutions, and making key operational decisions [5][6] Chapter 4: Board Meetings - The chairperson convenes meetings, and a quorum requires the presence of more than half of the directors [11][12] - Regular meetings must occur at least twice a year, with timely notifications to all directors [12][13] Chapter 5: Voting Procedures - Each director has one vote, and decisions require a majority of present directors [41][42] - Directors must declare conflicts of interest and abstain from voting in such cases [44][45] Chapter 6: Implementation of Resolutions - Resolutions passed by the board must be executed by the general manager and monitored for compliance [51][52] Chapter 7: Independent Directors - The board includes three independent directors who have specific rights and responsibilities as per the company's regulations [50] Chapter 8: Amendments and Effectiveness - The rules take effect upon approval by the shareholders and are subject to amendments as necessary [54][55]
药明康德: 无锡药明康德新药开发股份有限公司董事会议事规则(2025年修订)
Zheng Quan Zhi Xing· 2025-09-02 10:25
Core Points - The document outlines the rules for the board of directors of Wuxi AppTec Co., Ltd., aiming to standardize the decision-making process and enhance the board's operational efficiency [1][2][3] Group 1: General Provisions - The rules are established to ensure compliance with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - The board consists of eleven directors, including five independent directors, to ensure a diverse and professional composition [2] Group 2: Board Authority and Responsibilities - The board has the authority to convene shareholder meetings, execute resolutions, and make significant decisions regarding the company's operational plans and investment strategies [2][3] - The board is responsible for formulating profit distribution plans, capital changes, and major acquisitions, as well as managing internal structures and appointing senior management [2][3] Group 3: Meeting Procedures - The board must hold at least four regular meetings annually, with provisions for temporary meetings under specific circumstances [9][10] - Meeting notifications must be sent out in advance, with specific requirements for both regular and temporary meetings [21][22] Group 4: Voting and Decision-Making - Decisions require a majority vote from the attending directors, with specific rules for handling conflicts of interest and ensuring independent directors' involvement [30][31][32] - The board must maintain transparency and confidentiality regarding meeting resolutions and decisions [38][39] Group 5: Documentation and Record-Keeping - The board secretary is responsible for maintaining accurate records of meetings, including minutes and resolutions, which must be preserved for at least ten years [40][44] - The rules stipulate that any amendments or conflicts with existing regulations must be addressed promptly [46][47]
亨迪药业: 2-董事会议事规则
Zheng Quan Zhi Xing· 2025-09-02 09:16
General Principles - The rules aim to protect the rights of Hubei Hendi Pharmaceutical Co., Ltd. and its shareholders, standardize the board's decision-making processes, and clarify the responsibilities of directors [1][2] - The board of directors is the decision-making body for the company's management, responsible for major operational decisions and accountable to the shareholders [1][2] Board Composition - The board consists of eight directors, including three independent directors and one employee representative [2] - At least one-third of the board members must be independent directors, with at least one being a professional accountant [2] Board Responsibilities - The board is responsible for convening shareholder meetings, executing resolutions, and making decisions on the company's operational plans and financing [9][10] - The board must act within the authority granted by the shareholders and the company's articles of association [10][11] Meeting Procedures - The board must hold at least two regular meetings annually, with provisions for special meetings as needed [15][16] - Directors must be notified of meetings in advance, and all relevant materials must be provided to ensure informed decision-making [18][19] Voting and Decision-Making - Decisions require a majority vote from the attending directors, with specific rules for related party transactions and other significant matters [41][42] - Independent directors must provide reasons for any dissenting votes, which should be disclosed alongside board resolutions [39][40] Documentation and Disclosure - Meeting minutes must accurately reflect discussions and decisions, and must be signed by attendees [46][47] - The company is required to disclose board resolutions and significant matters to the Shenzhen Stock Exchange within two working days [48][49] Amendments and Interpretation - The rules can be amended by the board and must be approved by the shareholders [55][56] - The board is responsible for interpreting these rules [56]
柳药集团: 广西柳药集团股份有限公司董事会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:34
Core Points - The document outlines the rules for the board of directors of Guangxi Liuyao Group Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [2][3][4] Summary by Sections Chapter 1: General Provisions - The rules are established to regulate the board's meeting procedures and decision-making processes, ensuring compliance with relevant laws and the company's articles of association [2] Chapter 2: Composition and Powers of the Board - The board consists of 7 directors, including 3 independent directors and 1 employee representative [3] - The board has various powers, including convening shareholder meetings, executing resolutions, deciding on business plans, and managing internal structures [4][5] Chapter 3: Convening and Notification of Board Meetings - The board must hold at least two meetings annually, with the chairman responsible for convening them [6] - The board can hold temporary meetings under specific circumstances, such as shareholder requests or regulatory requirements [6][7] Chapter 4: Conducting Board Meetings - A quorum requires more than half of the directors to be present, with specific rules for related party transactions [8][9] - Directors are expected to attend in person or delegate their voting rights appropriately [10][11] Chapter 5: Review Procedures and Resolutions - Proposals must be discussed thoroughly before voting, with a majority required for approval [12][13] - Directors must avoid conflicts of interest during voting, especially in related party transactions [14][15] Chapter 6: Miscellaneous - The rules will be interpreted and revised by the board, and any amendments must be approved by the shareholders [18]
祥生医疗: 无锡祥生医疗科技股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The document outlines the rules governing the board of directors of Wuxi Xiangsheng Medical Technology Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1][22] - The board consists of six members, including two independent directors and one chairman [2][4] - The board has established specialized committees, including a strategy committee, audit committee, nomination committee, and compensation and assessment committee, with specific requirements for their composition [1][4] Board Composition and Responsibilities - The board is responsible for convening shareholder meetings, executing shareholder resolutions, and determining the company's operational plans and investment strategies [4][5] - The board must hold at least two regular meetings annually, with the chairman responsible for convening these meetings [5][10] - Major company matters not authorized to management require board review and, if necessary, submission to the shareholders' meeting [3][4] Meeting Procedures - Regular meetings require a 10-day notice, while temporary meetings require a 5-day notice [11][12] - In urgent situations, temporary meetings can be called with immediate notification, but explanations must be provided during the meeting [6][10] - A quorum for meetings requires the presence of more than half of the directors [14][17] Voting and Decision-Making - Each proposal must be discussed thoroughly before voting, with decisions made based on a majority of the board members present [15][22] - Directors must avoid voting on proposals where they have a conflict of interest, ensuring that decisions are made by independent directors [19][22] - The board's resolutions must be documented, and the results of votes must be communicated promptly [16][21] Documentation and Record-Keeping - The board secretary is responsible for maintaining records of meetings, including notices, attendance, and decisions made [20][34] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [31][34] - The board meeting archives must be preserved for at least ten years [34]
钱江水利: 钱江水利开发股份有限公司董事会议事规则(2025年8月年修订)
Zheng Quan Zhi Xing· 2025-08-29 17:12
General Principles - The rules aim to standardize the decision-making process of the board of directors of Qianjiang Water Resources Development Co., Ltd. to enhance effective performance and scientific decision-making [1] - The board consists of eleven directors, including four independent directors, and is accountable to the shareholders' meeting [1] Responsibilities - The board is responsible for convening shareholder meetings, executing resolutions, and determining the company's operational plans and investment proposals [6][7] - The board has the authority to decide on significant acquisitions, capital changes, and external investments within the limits set by the shareholders' meeting [6][7] Meeting Proposals and Notifications - The board holds regular meetings at least four times a year, with notifications sent ten days in advance [10] - Temporary meetings can be called under specific circumstances, with notifications sent five days prior [11][12] Meeting Procedures - Board meetings require the presence of more than half of the directors to be valid [18] - Directors must attend meetings in person or delegate their voting rights through a written proxy [19][20] Voting and Resolutions - Resolutions require a majority vote from the attending directors, with specific rules for abstentions and conflicts of interest [27][30] - Meeting records must be maintained, detailing attendance, proposals, discussions, and voting outcomes [34][35] Implementation of Resolutions - The general manager is responsible for implementing board resolutions, with the chairman overseeing the execution and reporting on progress in subsequent meetings [37]
巨星农牧: 乐山巨星农牧股份有限公司董事会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the rules governing the board of directors of Leshan Juxing Agricultural and Animal Husbandry Co., Ltd, aiming to clarify responsibilities, decision-making processes, and enhance operational efficiency [3][4][33] - The board consists of 9 directors, including 3 independent directors, and has the authority to establish specialized committees such as strategy, audit, nomination, and remuneration committees [3][4][12] - The board is responsible for convening shareholder meetings, executing shareholder resolutions, and making key decisions regarding the company's operational plans, investment proposals, and financial management [3][4][5] Chapter Summaries Chapter 1: General Principles - The rules are established to ensure the board operates effectively and in compliance with relevant laws and regulations [3][4] Chapter 2: Composition and Powers of the Board - The board is accountable to the shareholders and is composed of 9 directors, with specific committees established for strategic, audit, nomination, and remuneration purposes [3][4][12] - The board has the authority to make significant decisions regarding company operations, including financial management and major transactions [3][4][5] Chapter 3: Chairman of the Board - The chairman is responsible for presiding over meetings and ensuring the execution of board resolutions [6][7] Chapter 4: Board Organization - The board has a secretary responsible for managing meetings, documentation, and information disclosure [8][9] - Specialized committees are established to handle specific tasks and report back to the board [12][13] Chapter 5: Board Proposals - Directors and the general manager can propose items for board meetings, which must meet specific criteria [18][19] Chapter 6: Board Meeting Convening - The board must hold at least two meetings annually, with provisions for special meetings upon request from shareholders or directors [20][21] Chapter 7: Meeting Notifications - Notifications for meetings must be sent in advance, detailing the agenda and requirements for attendance [41][42] Chapter 8: Meeting Procedures and Voting - Meetings require a quorum of directors to proceed, and voting procedures are outlined to ensure transparency and accountability [46][47] Chapter 9: Meeting Records - Detailed records of meetings must be maintained, including attendance, discussions, and voting outcomes [63][64] Chapter 10: Execution of Resolutions - The chairman is tasked with ensuring that board resolutions are implemented and reported back to the board [69][70] Chapter 11: Supplementary Provisions - The rules are subject to amendments and must align with national laws and regulations [73][74]
招商轮船: 招商局能源运输股份有限公司董事会议事规则(草案)(2025年)
Zheng Quan Zhi Xing· 2025-08-27 16:40
General Provisions - The company aims to improve its corporate governance structure and ensure the board of directors operates independently and effectively, based on relevant laws and regulations [1][2] - The board of directors is established as the company's decision-making body, exercising its powers according to the Company Law and the company's articles of association [1][2] Composition and Subcommittees of the Board - The board consists of 12 directors, including 4 independent directors and 8 non-independent directors, with a chairman and possibly a vice-chairman [2] - The board has established an audit committee, which consists of at least 3 directors who are not senior management, with a majority being independent directors [2][3] - Specialized committees such as the strategic development committee, nomination committee, remuneration and assessment committee, and ESG committee are set up to provide advice to the board [2][3] Responsibilities of the Board - The board is responsible for major decisions including significant acquisitions, share repurchases, and changes in company structure [6][7] - The board must approve transactions that meet certain thresholds, such as those involving assets over 10% of total assets or net assets [8][9] Chairman's Role - The chairman presides over shareholder meetings and board meetings, supervises the execution of board resolutions, and has the authority to sign important company documents [12] Board Meeting Procedures - Board meetings can be regular or temporary, with regular meetings held at least four times a year [24] - Proposals for temporary meetings can be made by shareholders holding over 10% of voting rights or by one-third of the directors [21][24] Voting and Decision-Making - A quorum for board meetings requires the presence of more than half of the directors, and decisions must be made by a majority vote [31][42] - Independent directors must not vote on matters where they have a conflict of interest [36][40] Documentation and Disclosure - Board meetings must be recorded, and records should include details such as meeting dates, attendees, and resolutions passed [48][51] - The board secretary is responsible for ensuring compliance with disclosure obligations and maintaining confidentiality regarding board resolutions [53][27] Effectiveness and Amendments - The rules will take effect upon approval by the shareholders and can be amended by the board for further review [54][57]