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招商南油: 招商南油第十一届董事会第十一次会议决议公告
Zheng Quan Zhi Xing· 2025-06-16 11:28
Group 1 - The board of directors of China Merchants Nanjing Tanker Corporation held its 11th meeting on June 16, 2025, with all 7 directors participating, confirming the legality and validity of the meeting [1][2] - The board approved the proposal to amend the company's articles of association, which will require shareholder approval [1][2] - The board nominated Mr. Liu Zhao as a candidate for a non-independent director position, pending shareholder approval [2] - The board decided to abolish the supervisory committee office, with unanimous support from all directors [2] - The board authorized the management to dispose of four old MR oil tankers to optimize the company's capacity structure and enhance market competitiveness [2] - The board approved the convening of the first extraordinary general meeting of shareholders in 2025, with details disclosed in a separate announcement [2] Group 2 - Mr. Liu Zhao, born in July 1986, holds a bachelor's degree and is a senior accountant with extensive experience in financial management within the China Yangtze Shipping Group [2]
Toast(TOST) - 2025 FY - Earnings Call Transcript
2025-06-13 16:30
Financial Data and Key Metrics Changes - The meeting confirmed the election of Paul Bell and Hilary Koplaw McAdams as Class I directors, each serving a three-year term until the 2028 Annual Meeting [8] - The proposal to ratify Ernst and Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, was approved [13] - The advisory nonbinding proposal regarding the compensation of named executives was also approved [13] Business Line Data and Key Metrics Changes - No specific business line data or key metrics were discussed in the meeting [10] Market Data and Key Metrics Changes - No specific market data or key metrics were provided during the meeting [10] Company Strategy and Development Direction and Industry Competition - The company emphasized its mission to support the restaurant community in delighting guests and thriving in their operations [16] Management's Comments on Operating Environment and Future Outlook - Management expressed gratitude towards shareholders, employees, customers, and partners for their continued support and dedication [15] - The company highlighted its commitment to helping the restaurant community succeed [16] Other Important Information - The meeting was held virtually to enhance inclusivity and reduce attendance burdens for stockholders [2] - Approximately 89% of the voting power was present, confirming a quorum for the meeting [6] Q&A Session Summary - No relevant questions were submitted by stockholders during the meeting [10]
ST新亚: 董事会审计委员会工作条例
Zheng Quan Zhi Xing· 2025-06-13 14:04
新亚制程(浙江)股份有限公司 第一章 总则 第一条 为强化公司董事会决策功能,做到事前审计、专业审计,确保董事 会对管理层的有效监督,完善公司治理结构,根据《中华人民共和国公司法》 《上 市公司治理准则》 《公司章程》及其它有关规定,公司特设立董事会审计委员会, 并制定本工作条例。 第二条 董事会审计委员会是董事会按照股东会决议设立的专门工作机构, 主要负责审核公司财务信息及其披露、监督及评估内外部审计工作和内部控制。 第二章 人员组成 第三条 审计委员会成员由三名董事组成,且不能为在上市公司担任高级管 理人员的董事。独立董事应当在审计委员会成员中占有二分之一以上的比例。本 委员会成员均须具有能够胜任本委员会工作职责的专业知识和商业经验。 第四条 审计委员会委员由董事长、二分之一以上独立董事或者全体董事的 三分之一提名,并由董事会选举产生。 第五条 审计委员会设主任委员(召集人)1 名,由独立董事委员(会计专业 人士)担任,负责主持委员会工作;主任委员在委员内选举,并报请董事会批准 产生。 第六条 审计委员会任期与董事会一致,委员任期届满,连选可以连任。期 间如有委员不再担任公司董事职务,自动失去委员资格,并 ...
ST新亚: 公司章程 (2025年6月)
Zheng Quan Zhi Xing· 2025-06-13 14:04
Core Points - The company is named Sunyes Manufacturing (Zhejiang) Co., Ltd., established as a joint-stock limited company in accordance with Chinese laws [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 28 million shares in March 2010, and it is listed on the Shenzhen Stock Exchange [1][2] - The registered capital of the company is RMB 506.53422 million [1][2] Company Structure - The company is a permanent joint-stock limited company, with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [2][3] - The chairman serves as the legal representative of the company [2] Business Objectives and Scope - The company's business objective is to enhance and improve management, focusing on core talents, technologies, and products, with a market-oriented approach to maximize shareholder benefits [3][4] - The business scope includes research and promotion of new materials technology, sales of electronic products, instruments, and various other products, as well as domestic and international trade [3][4] Share Issuance - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [4][5] - The total number of shares issued by the company is 506.53422 million, all of which are ordinary shares [4][5] Shareholder Rights and Obligations - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares [9][10] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [12][13] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [44][46] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [79][81] Board of Directors - The board of directors is responsible for the company's operations and decision-making, with specific qualifications and restrictions for board members [98] - The board must report to shareholders annually and is accountable for its actions [73][98]
众泰汽车: 公司章程
Zheng Quan Zhi Xing· 2025-06-13 13:48
众泰汽车股份有限公司 公 司 章 程 二零二五年六月 目 录 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东大会 第一节 股东 第二节 股东大会的一般规定 第三节 股东大会的召集 第四节 股东大会的提案与通知 第五节 股东大会的召开 第六节 股东大会的表决和决议 第五章 董事会 第一节 董事 第二节 董事会 第六章 总裁及其他高级管理人员 第七章 监事会 第一节 监事 第二节 监事会 第八章 财务会计制度、利润分配和审计 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第九章 通知与公告 第一节 通知 第二节 公告 第十章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十一章 修改章程 第十二章 附则 第一章 总则 第一条 为维护公司、股东和债权人的合法权益,规范公司的组织和行为,根 据《中华人民共和国公司法》(以下简称《公司法》)、 《中华人民共和国证券法》 (以下简称《证券法》)和其他有关规定,制订本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份 ...
宁波华翔: 关于最近五年被证券监管部门和交易所采取监管措施或处罚及整改情况的公告
Zheng Quan Zhi Xing· 2025-06-13 13:20
Core Viewpoint - Ningbo Huaxiang Electronics Co., Ltd. has announced that it has not faced any penalties from securities regulatory authorities or exchanges in the past five years, indicating a commitment to compliance and governance [2][3]. Summary of Regulatory Measures and Rectification - The company received a corrective measure from the regulatory authority due to two main violations: the chairman's remuneration was not approved by the shareholders' meeting, and there were deficiencies in the documentation related to insider information for a significant equity purchase [3][4]. - The company has taken steps to rectify these issues, including revising its remuneration management system and ensuring that the chairman's salary is determined based on industry standards and the company's performance [5][6]. - The company has also improved its procedures for managing insider information, ensuring that all significant matters are documented properly moving forward [6][7].
潍柴动力: 潍柴动力股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-06-13 13:19
Core Points - The document outlines the rules for the shareholders' meeting of Weichai Power Co., Ltd, aiming to standardize operations and ensure shareholders can exercise their rights effectively [2][3][5] - The rules are established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2][3] Chapter Summaries Chapter 1: General Principles - The rules are designed to ensure efficient and standardized operations of the shareholders' meeting and improve corporate governance [2] - The company must strictly adhere to legal and regulatory requirements when convening shareholders' meetings [3] Chapter 2: Convening Shareholders' Meetings - The board of directors is responsible for convening the annual and temporary shareholders' meetings within specified timeframes [5][6] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within 10 days [7][8] Chapter 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and be submitted in writing [9][10] - Shareholders holding at least 1% of shares can propose temporary items for discussion, which must be notified to all shareholders [9][10] Chapter 4: Conducting Shareholders' Meetings - Meetings should be held at the company's registered address or a location specified in the articles of association [11][12] - All shareholders or their proxies have the right to attend and vote, and the voting process must be clearly outlined [12][13] Chapter 5: Miscellaneous Provisions - The rules can be amended by the shareholders' meeting and must comply with any changes in relevant laws or regulations [22][23] - The board of directors holds the authority to interpret the rules [23]
钜泉科技: 钜泉光电科技(上海)股份有限公司2024年年度股东大会会议材料
Zheng Quan Zhi Xing· 2025-06-13 12:57
Core Viewpoint - The company, Jiuquan Technology, is preparing for its 2024 Annual General Meeting (AGM), outlining the procedures and key financial data for shareholders to review and vote on various proposals. Meeting Procedures - All attendees must arrive 30 minutes before the meeting to complete registration and present identification documents [2] - Only authorized personnel, including shareholders and invited guests, are allowed to enter the meeting venue to maintain order [3] - Shareholders have the right to speak, inquire, and vote during the meeting, with a maximum speaking time of 5 minutes per shareholder [3][4] - Voting will be conducted through both on-site and online methods, with specific timeframes for each [7] Financial Performance - For the year 2024, the company reported a net profit attributable to shareholders of 93.59 million yuan, a decrease of 28.79% compared to the previous year [6][22] - The total assets as of December 31, 2024, were 2.02 billion yuan, down 6.71% year-on-year, while net assets decreased by 8.44% to 1.87 billion yuan [7][22] - The operating income for 2024 was approximately 591.87 million yuan, reflecting a slight decline of 1.85% from 2023 [22] Financial Indicators - Basic earnings per share for 2024 were 0.7980 yuan, down 26.47% from 1.0853 yuan in 2023 [22] - The weighted average return on net assets was 4.85%, a decrease of 1.69 percentage points from the previous year [22] Asset and Liability Changes - Cash and cash equivalents increased significantly by 302.21% to approximately 630.70 million yuan, primarily due to increased redemptions of financial products [23] - Accounts receivable rose by 58.82% to about 68.93 million yuan, attributed to higher sales on credit [23] - Total liabilities increased by 22.41% to approximately 148.63 million yuan, with accounts payable rising by 45.48% [25][29] Governance and Compliance - The board of directors held six meetings in 2024, ensuring compliance with relevant laws and regulations [7][16] - The supervisory board also conducted six meetings, overseeing the company's operations and ensuring adherence to legal requirements [16][19] Future Plans - The company aims to enhance its product development efforts and improve its governance structure to better serve shareholders and stakeholders [14][15]
华盛锂电: 公司章程
Zheng Quan Zhi Xing· 2025-06-13 12:24
Company Overview - Jiangsu HSC New Energy Materials Co., Ltd. was established as a joint-stock company in accordance with the Company Law of the People's Republic of China [2] - The company was registered with the Jiangsu Provincial Market Supervision Administration and obtained its business license on April 25, 2022, with a registered capital of RMB 159.5 million [2][3] - The company went public by issuing 28 million shares on the Shanghai Stock Exchange's Sci-Tech Innovation Board on July 13, 2022 [2][3] Business Scope - The company's business scope includes the production and sale of battery components, specialized chemical products, and hazardous chemicals, among others [4] - The company is also involved in technology services, import and export of goods, and solid waste management [4] Share Structure - The total number of shares issued by the company is 159.5 million, all of which are ordinary shares with a par value of RMB 1 per share [5][6] - The company has 30 founding shareholders who contributed their net assets from a limited liability company to establish the joint-stock company [5] Shareholder Rights and Obligations - Shareholders have rights to dividends, voting, and the ability to transfer shares, while also being obligated to comply with laws and the company's articles of association [10][13] - Shareholders holding more than 5% of shares must report any pledge of their shares to the company [39] Corporate Governance - The company has established a board of directors and a supervisory board, with specific procedures for convening shareholder meetings and making decisions [41][47] - The company emphasizes the importance of transparency and accountability in its operations, including the requirement for independent directors to report on their activities [70][72] Financial Management - The company must seek shareholder approval for significant financial decisions, including external guarantees exceeding 30% of the latest audited total assets [19][42] - The company is required to disclose its financial reports and any significant changes in its financial status to shareholders [72][73]
联瑞新材: 联瑞新材审计委员会年报工作制度
Zheng Quan Zhi Xing· 2025-06-13 12:23
江苏联瑞新材料股份有限公司 审计委员会年报工作制度 第一章 总则 第一条 为进一步提高江苏联瑞新材料股份有限公司(以下简称"公司")信息 披露质量,提升公司治理水平,充分发挥公司董事会审计委员会在年度报告(以下 简称"年报")编制及披露过程中的监督作用,根据《上市公司信息披露管理办法》 《上海证券交易所科创板股票上市规则》的有关规定及《江苏联瑞新材料股份有限 公司章程》(以下简称"《公司章程》")等要求,结合《江苏联瑞新材料股份有 限公司董事会审计委员会议事规则》,特制定本制度。 第二条 审计委员会在公司年报编制和披露过程中,应当按照有关法律、行政法 规、规范性文件和《公司章程》的要求,认真履行职责,勤勉尽责地开展工作,做 好与负责公司年度审计工作的会计师事务所(以下简称"年审会计师事务所")的沟 通和协调工作。 第二章 审计准备工作 第三条 每个会计年度结束后,公司总经理应当向审计委员会汇报公司本年度的 生产经营情况和投、融资活动等重大事项的进展情况,公司财务负责人应当向审计 委员会汇报本年度的财务状况和经营成果情况。审计委员会应当对有关重大问题进 行实地考察。 第四条 公司年度财务报告审计工作的时间安排由 ...