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苏利股份: 苏利股份:薪酬与考核委员会工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 09:17
Core Viewpoint - The document outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Jiangsu Suli Fine Chemical Co., Ltd, aimed at enhancing the governance structure and management of compensation for directors and senior management [1][2]. Group 1: Committee Structure - The Compensation and Assessment Committee consists of three board members, including two independent directors [4]. - The committee is chaired by an independent director, elected by a majority of the committee members [2]. - The term of the committee aligns with that of the board, allowing for re-election upon term completion [2]. Group 2: Responsibilities and Authority - The committee is responsible for formulating assessment standards for directors and senior management, as well as reviewing compensation policies [3][9]. - It must propose recommendations on matters such as compensation for directors and senior management, stock incentive plans, and other relevant issues [9][10]. - The board has the authority to reject any compensation plans that may harm shareholder interests [10]. Group 3: Decision-Making Procedures - The committee's working group is tasked with preparing necessary materials for decision-making, including financial indicators and performance evaluations [4][5]. - The evaluation process involves self-assessment by directors and senior management, followed by performance evaluations conducted by the committee [5][9]. - Meetings are to be held with at least two members present, and decisions require a majority vote [15][16]. Group 4: Meeting Regulations - Meetings are typically held in person, but can also be conducted via video or phone under certain circumstances [14]. - The committee can invite directors and senior management to attend meetings when necessary [17]. - All meeting proceedings and decisions must be documented and kept for at least ten years [21][22]. Group 5: Miscellaneous Provisions - The guidelines take effect upon approval by the board and are subject to modification in accordance with national laws and regulations [24][25]. - The board retains the authority to interpret these guidelines [26].
香飘飘: 香飘飘总经理工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 09:17
General Provisions - The purpose of the guidelines is to clarify the responsibilities of the general manager of Xiangpiaopiao Food Co., Ltd., ensuring efficient and coordinated exercise of powers, protecting the rights of the company, shareholders, and creditors, and promoting sustainable development [1] - The general manager is a senior management personnel responsible for implementing board resolutions and managing daily operations [1] Appointment and Dismissal of General Manager - The general manager is nominated by the chairman and appointed or dismissed by the board of directors; other senior management personnel are nominated by the general manager [2] - The general manager and other senior management personnel must be full-time and cannot hold other positions in controlling shareholders or actual controllers' units [2] Responsibilities and Powers of the General Manager - The general manager is responsible for the company's production and operational management, implementing board resolutions, and reporting to the board [3][4] - The general manager has the authority to propose the appointment or dismissal of deputy general managers and financial officers [4] Duties and Obligations of the General Manager - The general manager must adhere to national policies, laws, and regulations, and execute board resolutions while accepting supervision from the audit committee [5] - The general manager has a duty of loyalty, which includes not misappropriating company assets or engaging in self-dealing without board approval [5] Management Structure - The general manager is supported by a team including deputy general managers and financial officers, who are responsible for their respective areas [6][8] - The general manager can establish special committees or task forces as needed to coordinate and address specific issues [9] Reporting and Meetings - The general manager is required to report to the board on various matters, including the execution of board resolutions and significant contracts [12][13] - Regular meetings of the general manager's office are held to discuss operational and management issues, with specific procedures for calling and recording meetings [10][11] Compensation and Accountability - The general manager's compensation is determined by the board, with provisions for rewards and penalties based on performance [14] - If the board's decisions are not in compliance with laws or regulations, the general manager is not held accountable for unmet performance targets [14]
苏州科达: 关于变更注册资本、增加经营范围并修订《公司章程》及部分治理制度的公告
Zheng Quan Zhi Xing· 2025-08-26 08:11
苏州科达科技股份有限公司(以下简称"公司")第五届董事会第七次会议于2025 年8月26日审议通过了《关于变更公司注册资本的议案》、《关于增加公司经营范围 的议案》、《关于修订 <公司章程> 及部分治理制度的议案》,现将有关事项公告如下: 一、变更注册资本的相关情况 (一)注册资本增加 自2024年4月1日至2025年6月30日,累计有242,407,000元"科达转债"已转换为 公 司 股 份 , 因 转 股 新 增 的 股 份 数 量 累 计 为 38,111,865 股 , 股 份 总 数 相 应 增 加 证券代码:603660 证券简称:苏州科达 公告编号:2025-045 转债代码:113569 转债简称:科达转债 苏州科达科技股份有限公司 关于变更注册资本、增加经营范围并修订《公司章程》及 部分治理制度的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 (二)注册资本减少 励计划第二个解锁条件未成就暨回购注销部分限制性股票与股票期权的议案》,公司 拟对2023年股权激励剩余的限制性股票进行回购注销,共计4,29 ...
鼎信通讯第五届董事会第十三次会议:审议多项议案,部分待股东大会表决
Xin Lang Cai Jing· 2025-08-26 05:37
Core Viewpoint - Qingdao Dingxin Communication Co., Ltd. held its 13th meeting of the 5th Board of Directors on August 25, 2025, where several important resolutions were passed, impacting the company's future development and regulatory operations [1][3]. Summary by Relevant Sections Meeting Details - The meeting was conducted both in-person and via communication, with all 8 board members present, along with 3 supervisors and senior management [1]. Resolutions Passed - The board approved the 2025 semi-annual report and its summary, which had previously been reviewed by the audit committee [2]. - Multiple governance system revisions were approved, including updates to the related party transaction management system, shareholder meeting rules, and various internal management protocols [2]. - The resolution to reappoint the accounting firm was passed, pending approval at the upcoming extraordinary general meeting [2]. - A resolution to convene the 2025 second extraordinary general meeting was also approved [2]. Impact on Company Operations - The resolutions are expected to significantly influence Dingxin Communication's future operations and compliance, with investors encouraged to monitor related disclosures on the Shanghai Stock Exchange [3].
黄山永新股份有限公司披露最新公司章程,明确多项重要规定
Xin Lang Cai Jing· 2025-08-26 05:36
Core Viewpoint - Huangshan Yongxin Co., Ltd. has revised its articles of association to detail various aspects of its organizational structure, management, share issuance and transfer, and shareholder rights [1] Company Basic Information and Development History - Huangshan Yongxin Co., Ltd. was established with approval from the Ministry of Commerce of the People's Republic of China and was listed on the Shenzhen Stock Exchange on July 8, 2004. The company has undergone several capital operations, including public offerings and private placements, since its inception [2] Share Issuance and Custody - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice. Shares are registered and held in custody by the Shenzhen branch of China Securities Depository and Clearing Corporation Limited [3] Share Increase and Repurchase - The company can increase capital through various methods, including issuing shares to unspecified or specific objects, subject to shareholder approval. The company generally cannot repurchase its own shares except under specific circumstances [4] Share Transfer - Shares can be transferred legally, and the company does not accept its own shares as collateral. Shares issued before public offering cannot be transferred within one year of listing [5] Shareholder Rights and Obligations - Shareholders have rights and obligations based on their shareholding, including dividend distribution and participation in shareholder meetings, while also adhering to legal and regulatory requirements [6] Shareholder Meeting Authority and Operations - The shareholder meeting is the company's authority body, responsible for electing directors and approving board reports. Detailed regulations govern the convening, proposals, notifications, and voting processes of these meetings [7] Board of Directors and Responsibilities - The board consists of fifteen directors, including five independent directors. The board has various powers, including convening shareholder meetings and executing resolutions [9][10] Senior Management - The company has senior management positions, including a general manager and financial officer, whose appointments are determined by the board. They are subject to the same restrictions and obligations as directors [11] Financial Accounting and Profit Distribution - The company follows a financial accounting system and is required to report annual and interim reports. It has a stable profit distribution policy, prioritizing cash dividends, with a minimum of 30% of the average distributable profit over the last three years [12][13] Other Important Regulations - The company has established a party organization and internal audit system, with clear regulations on notifications, announcements, and amendments to the articles of association. The recent revision of the articles aims to enhance the governance structure and operational rules for sustainable development [14]
同宇新材第二届董事会第四次会议:多项议案通过,拟召开临时股东大会
Xin Lang Cai Jing· 2025-08-26 05:36
Core Points - The company held its second board meeting on August 24, 2025, with all seven directors present, confirming compliance with relevant regulations [1] Group 1: Meeting Resolutions - The board approved a proposal to change the company's registered capital from RMB 30 million to RMB 40 million, following the approval for an initial public offering of 10 million A-shares [2] - The company transitioned from a non-listed to a listed company type, and its business scope was adjusted to meet operational needs and regulatory requirements [2] - The board also approved revisions to internal governance systems to enhance company governance and operations, with all sub-proposals receiving unanimous support [2] - The 2025 semi-annual report was confirmed as accurate and complete, having been reviewed by the audit committee [2] - A proposal to hold the first extraordinary shareholders' meeting on September 16, 2025, was also approved [2]
荣丰控股拟修订《公司章程》,多项条款调整引关注
Xin Lang Cai Jing· 2025-08-26 05:36
近日,荣丰控股集团股份有限公司发布公告,根据《中华人民共和国公司法》《中华人民共和国证券 法》等相关法律法规及规范性文件规定,结合公司实际情况,拟对《公司章程》中的相关条款进行修 订。该议案于2025年8月24日经公司第十一届董事会第十二次会议审议通过,尚需提交公司股东大会审 议。 此次《公司章程》修订涉及众多方面,以下为部分重要修订内容: 董事与高级管理人员相关条款任职限制:增加了不得担任公司董事的情形,如被证券交易所公开认定为 不适合担任上市公司董事等。责任承担:董事、高级管理人员执行公司职务给他人造成损害的,公司承 担赔偿责任,存在故意或重大过失的个人也应承担责任。 利润分配与公积金相关条款利润分配:股东会违反《公司法》向股东分配利润的,股东应退还利润,给 公司造成损失的,股东及负有责任的董事、高级管理人员应承担赔偿责任。公积金使用:公积金弥补公 司亏损,先使用任意公积金和法定公积金,仍不能弥补的,可按规定使用资本公积金。 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 ...
奥飞娱乐拟修订《公司章程》,多项条款调整引关注
Xin Lang Cai Jing· 2025-08-26 05:03
Core Viewpoint - The company, AoFei Entertainment Co., Ltd. (stock code: 002292), announced the upcoming sixth board meeting on August 22, 2025, to review the proposal for amending the Articles of Association, which will be submitted for shareholder approval [1]. Revision Background and Purpose - The amendments to the Articles of Association are based on relevant laws and regulations, aiming to further standardize the company's organization and behavior while protecting the legitimate rights and interests of the company, shareholders, employees, and creditors [2]. Major Revision Contents Shareholder Rights and Responsibilities - The revised Articles now include employee rights alongside the original focus on the rights of the company, shareholders, and creditors. New provisions hold shareholders accountable for abusing their rights and evading debts, specifying that those causing losses to the company or other shareholders must compensate, and those harming creditors' interests must bear joint liability for company debts [3]. Shareholder Meeting - The term "shareholder meeting" has been standardized, with detailed revisions on the powers, convening, proposals, notifications, convening, voting, and resolutions of the shareholder meeting. New powers include reviewing equity incentive plans and employee stock ownership plans, with the authority to delegate the board to make decisions on issuing corporate bonds [4]. Board of Directors - The board will include one director representing employees, with non-employee directors elected or replaced by the shareholder meeting. The qualifications, duties, and obligations of directors have been refined, with new sections on independent directors and board committees. Independent directors are required to fulfill their responsibilities diligently, protecting the overall interests of the company and the rights of minority shareholders [5]. Profit Distribution - The profit distribution policy has been adjusted to set a target for cash dividends at a minimum of 30% of the average distributable profits over any three consecutive fiscal years. This revised policy requires approval from the shareholder meeting with a two-thirds majority of voting rights [6]. Other Aspects - Revisions have also been made regarding financial report disclosures, internal audit systems, company mergers and divisions, and dissolution and liquidation processes. The company is required to submit and disclose annual and interim reports after the fiscal year ends and to implement an internal audit system with defined leadership and responsibilities [7]. Follow-up Arrangements - The proposed amendments to the Articles of Association will be submitted for shareholder meeting approval, requiring a two-thirds majority of voting rights. The board will request authorization for management to handle the amendment and registration procedures, with final content subject to market supervision and management agency registration [8]. The revisions are seen as a significant step for the company to adapt to legal changes and enhance governance, thereby safeguarding the rights of shareholders and the company [8].
七彩化学第七届董事会九次会议:多项议案获通过,治理结构再优化
Xin Lang Cai Jing· 2025-08-26 04:34
登录新浪财经APP 搜索【信披】查看更多考评等级 近日,鞍山七彩化学(维权)股份有限公司(证券代码:300758)发布第七届董事会第九次会议决议公 告,会议于2025年8月25日在辽宁省鞍山市海城市腾鳌镇经济开发区一号路八号公司三楼会议室以现场 结合通讯方式召开,应出席董事7名,实际出席7名,由董事长徐惠祥主持,监事及高级管理人员列席。 此次董事会会议的决议体现了七彩化学在公司治理和制度建设方面的积极举措,有助于公司进一步规范 运作,提升管理水平,适应市场发展和监管要求。 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 会议以记名投票方式审议通过多项重要议案: 1.《关于2025年半年度报告及其摘要的议案 ...
恩威医药第三届董事会第七次会议:通过半年报、募资报告及项目延期议案
Xin Lang Cai Jing· 2025-08-25 22:24
Core Viewpoint - Enwei Pharmaceutical Co., Ltd. held its seventh meeting of the third board of directors on August 25, 2025, where several important resolutions were passed, indicating the company's commitment to transparency and compliance with regulations [1][2][3]. Summary by Relevant Sections Meeting Details - The meeting was conducted both in-person and via communication, with all 8 directors present, and was chaired by Chairman Xue Yongjiang, complying with the Company Law and Articles of Association [1]. Resolutions Passed - The 2025 Semi-Annual Report and its summary were approved, confirming that the report adheres to accounting standards and accurately reflects the company's operational status for the first half of 2025, with a unanimous vote of 8 in favor [2]. - A special report on the storage and use of raised funds was approved, indicating that the company has complied with regulations regarding the management of these funds, also receiving a unanimous vote of 8 in favor [2]. - The proposal for the extension of certain fundraising investment projects was approved, deemed a prudent decision aligned with the company's long-term development strategy, again with a unanimous vote of 8 in favor [2]. Future Implications - The resolutions from this meeting are expected to significantly impact the future development of Enwei Pharmaceutical, prompting investors to closely monitor the company's subsequent activities [3].