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中科飞测: 深圳中科飞测科技股份有限公司章程
Zheng Quan Zhi Xing· 2025-06-17 10:29
Company Overview - Shenzhen Zhongke Feice Technology Co., Ltd. was established as a joint-stock company based on the overall change of Shenzhen Zhongke Feice Technology Co., Ltd. and registered with a capital of RMB 321.591809 million [4][3] - The company was approved for public offering of 80 million shares and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on May 19, 2023 [3][4] Business Objectives and Scope - The company's mission is to become the first choice for automation quality control equipment and services in the global advanced manufacturing industry [5] - The business scope includes research, design, sales, installation, debugging, testing of optoelectronic automation equipment, electromechanical automation equipment, and related technical consulting and maintenance services [5][6] Share Issuance and Structure - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [7] - The total number of shares is 321.591809 million, all of which are ordinary shares [7] - The company has a diverse group of shareholders, including various investment funds, with a total subscription of 240 million shares [7] Share Transfer and Restrictions - Shareholders can transfer their shares in accordance with the law, but there are restrictions on the transfer of shares held by founders and certain executives for a specified period [10][11] - The company does not accept its own shares as collateral [10] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise company operations, and transfer their shares [12] - Shareholders are obligated to comply with laws and regulations, pay their subscribed capital, and not abuse their rights to harm the company or other shareholders [14][15] Governance and Decision-Making - The company’s governance structure includes a board of directors, a supervisory board, and a general meeting of shareholders, which holds the authority to make key decisions [16][17] - The general meeting of shareholders is responsible for approving annual reports, financial budgets, profit distribution plans, and significant transactions [16][17] Meeting Procedures - The company holds annual and extraordinary shareholder meetings, with specific procedures for convening and voting [21][22] - Shareholders can participate in meetings either in person or by proxy, and the company ensures transparency in the voting process [28][29] Financial and Operational Transparency - The company is required to disclose financial reports and significant transactions to shareholders, ensuring compliance with legal and regulatory standards [20][21] - The company must provide audit reports for transactions exceeding certain thresholds, ensuring accountability and transparency [20][21]
内蒙新华: 内蒙古新华发行集团股份有限公司第三届董事会第二十二次会议决议公告
Zheng Quan Zhi Xing· 2025-06-17 09:11
Meeting Overview - The third session of the board of directors of Inner Mongolia Xinhua Publishing Group Co., Ltd. was held on June 17, 2025, with all 8 directors present [1] - The meeting was conducted in accordance with the Company Law and the Articles of Association [1] Board Resolutions - The board approved the nomination of Mr. Lv Zhigang as a non-independent director candidate, pending approval at the shareholders' meeting [1][2] - The board approved the absorption merger between wholly-owned subsidiaries, which will also be submitted for shareholder approval [2][3] - The board approved the establishment of a management system for the deferral and exemption of information disclosure [2][3] - The board approved a proposal to provide guarantee limits for subsidiaries, which will require shareholder approval [3] - The board agreed to convene the second extraordinary general meeting of shareholders in 2025, with details to be disclosed [3][4]
688190,董事长兼总经理被留置!去年薪酬超175万元
21世纪经济报道· 2025-06-17 04:06
Core Viewpoint - The announcement regarding the detention of the chairman and general manager of Yunlu Co., Ltd. (688190) has raised concerns, but the company asserts that it will not significantly impact its operations [1][2]. Group 1: Company Leadership and Governance - The chairman and general manager, Li Xiaoyu, has been detained by the Jilin Provincial Supervisory Committee, but the company claims this matter is unrelated to its operations [1]. - During Li Xiaoyu's absence, the vice chairman, Lei Rigan, will act as chairman, while the board member and deputy general manager, Pang Jing, will assume the role of general manager and legal representative [2]. - Yunlu Co., Ltd. has a robust governance and internal control mechanism in place, ensuring that other board members and senior management continue to perform their duties normally [3]. Group 2: Financial Performance - In 2024, Yunlu Co., Ltd. reported a revenue of 1.9 billion yuan, representing a year-on-year increase of 7.24%, and a net profit attributable to shareholders of 361 million yuan, up 8.73% [3]. - In the first quarter of 2025, the company's revenue decreased by 4.87% year-on-year to 421 million yuan, but the net profit attributable to shareholders still grew by 4.34% to 79 million yuan [3]. Group 3: Market Reaction - Following the announcement of the chairman's detention, Yunlu Co., Ltd.'s stock price fell by 4.9%, trading at 88.35 yuan per share as of June 17 [4].
积极股东如何做好公司市值管理?
3 6 Ke· 2025-06-17 04:03
积极股东:市值管理是公司治理的"牛鼻子" 复旦大学管理学院校友、励石投资创始人 肖世明博士 在中国资本市场,当上市公司业绩表现不达预期,"用脚投票"卖股走人的被动投资者占绝大多数。"量 化策略"的投资基金频繁进出上市公司,不可能真正介入公司治理;作为非控股股东的公募、私募基金 及其他"主观多头"投资基金,"搭便车"不介入上市公司治理的行为,不仅可以节约投入成本,而且可以 避免被冠以"门口野蛮人"的风险。 然而,这个现象有益于中国资本市场长期发展吗?如何发挥中小股东作用进一步完善公司治理?是否可 以将"市值管理"作为公司治理"牛鼻子",从而突破中国股市没有长牛慢牛的困局? 放"扩张阶段,缺乏长期价值创造思维。当前发展"出海"战略,更需要进一步通过并购整合提高抗风险 能力。 市值管理战略本质是 "做什么、不做什么" 的取舍,需明确产品定位与市场目标。首先要推动长期发展 规划布局,通过技术合作、产业链延伸等方式开拓新增长点。其次,针对产能过剩行业(如传统制造 业),通过并购重组实现产能出清进行龙头培育,提升行业集中度。对比汽车行业,预测中国汽车企业 将从当前数十家整合为 3-5 家龙头,类比家电行业(美的、格力主导 ...
雅本化学: 总经理工作细则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-16 13:13
雅本化学股份有限公司总经理工作细则 雅本化学股份有限公司 总经理工作细则 第一章 总则 第一条 为提高公司管理效率和科学管理水平,根据《中华人民共和国公司法》 等有关法律、法规、规范性文件以及《雅本化学股份有限公司章程》(以下称"《公 司章程》")的规定,制定本细则。 第二条 本细则对公司经营管理层及相关人员(包括总经理、副总经理和财务 负责人)的职责权限、主要管理职能及工作内容进行明确规定。 第三条 公司经营管理层履行职权除应遵守本细则的规定外,还应符合相关法 律、法规、规范性文件和《公司章程》的规定。 第二章 总经理的任免资格和任免程序 第四条 公司经营管理层设总经理一名,副总经理若干名,财务负责人一名。 总经理及其他高级管理人员每届任期三年,连聘可以连任。 第五条 公司经营管理层的人员变动应经董事会审议批准。总经理、副总经理、 财务负责人必须专职,不得在控股股东、实际控制人及其控制的其他企业中担任除 董事、监事以外的其他职务,不得在控股股东、实际控制人及其控制的其他企业领 薪。 第六条 总经理任职应该具备下列条件: (一)具有丰富的经济、管理知识及企业经营、管理实际经验;熟悉国家有关 法律、法规及政策; ...
雅本化学: 董事会审计委员会工作细则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-16 13:13
General Provisions - The company establishes an Audit Committee to enhance decision-making functions and improve corporate governance [2] - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and assessing internal controls [2][6] Composition of the Committee - The Audit Committee consists of three directors, including two independent directors, with at least one being a professional accountant [4] - The committee members must possess the necessary professional knowledge and experience to fulfill their responsibilities [4] Responsibilities and Authority - The Audit Committee's main responsibilities include supervising external audit work, reviewing financial information, and assessing internal controls [6][10] - The committee can propose the hiring or dismissal of the financial officer and external audit firms [10][12] Meeting Procedures - The Audit Committee must hold at least one regular meeting each quarter, with provisions for special meetings as needed [15][16] - Meetings can be conducted in person or via remote communication, and a quorum requires attendance from two-thirds of the members [18][19] Decision-Making and Record-Keeping - Decisions made by the Audit Committee require a majority vote from attending members and must be documented accurately [32][36] - Meeting records must include details such as date, attendees, agenda, and voting results, and must be retained for at least ten years [14][36] Miscellaneous Provisions - The rules outlined in the document are subject to national laws and the company's articles of association [39] - The document becomes effective upon approval by the company's board of directors [40]
浩洋股份: 董事会审计委员会实施细则
Zheng Quan Zhi Xing· 2025-06-16 12:18
General Provisions - The company establishes an Audit Committee to enhance the decision-making function of the Board of Directors, ensuring effective supervision of the management team and improving corporate governance structure [1][2] - The Audit Committee is responsible for communication, supervision, and verification of internal and external audits, reporting directly to the Board of Directors [1][2] Composition of the Committee - The Audit Committee consists of three directors, with at least two being independent directors and one being a professional in accounting [5][6] - The committee members are nominated by the Chairman or a majority of independent directors and elected by the Board [5][6] Responsibilities and Authority - The Audit Committee is tasked with reviewing financial information, supervising internal and external audits, and ensuring the integrity of financial reporting [5][6] - The committee must meet at least quarterly and can convene additional meetings as necessary [5][15] - It is responsible for evaluating the work of external auditors and internal audit departments, and for coordinating communication between management and auditors [5][6] Meeting Procedures - The Audit Committee meetings can be held in person or via remote communication, with a minimum attendance of two-thirds of members required for valid proceedings [15][16] - Meeting notifications must be sent out in advance, detailing the agenda and relevant materials [16][19] Voting and Decision-Making - Decisions made during meetings require a majority vote from the members present, and members with conflicts of interest must abstain from voting [22][24] - The committee's resolutions and voting results must be documented and reported to the Board [28][29] Implementation and Amendments - The implementation rules for the Audit Committee take effect upon approval by the Board of Directors, and any amendments must comply with national laws and the company's articles of association [30][31][15]
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 ...