Workflow
公司治理
icon
Search documents
乔锋智能: 公司章程(2025年6月)
Zheng Quan Zhi Xing· 2025-06-17 12:21
General Provisions - The company, Jirfine Intelligent Equipment Co., Ltd., aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [1][2] - The company was established as a joint-stock company in Dongguan, Guangdong Province, transitioning from a limited liability company with a registered capital of RMB 120.76 million [2][3] - The company received approval from the China Securities Regulatory Commission for its initial public offering of 30.19 million shares on April 24, 2024 [3] Company Structure - The company is a permanent joint-stock entity, with the chairman serving as the legal representative [2][3] - The legal representative's civil activities conducted on behalf of the company will incur legal consequences for the company [2][3] Business Objectives and Scope - The company's business objective is to enhance manufacturing efficiency, precision, stability, and intelligence, aiming to become a leading provider of CNC equipment [3][4] - The business scope includes research and development, production, sales, and maintenance of general machinery and parts, as well as import and export activities [3][4] Shares and Capital - The company's capital is divided into equal shares, with each share having a par value of RMB 1.00 [5][6] - The total number of shares issued by the company is 120.76 million, all of which are ordinary shares [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the ability to propose and vote on resolutions at shareholder meetings [11][12] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [41][42] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to occur within six months after the end of the previous fiscal year [50][51] - Shareholder meetings must be convened in accordance with legal and regulatory requirements, and the company must provide adequate notice to shareholders [52][53] Voting and Resolutions - Resolutions at shareholder meetings can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [82][84] - The company must ensure that voting processes are transparent and that the interests of minority shareholders are protected during significant decisions [85]
乔锋智能: 董事会审计委员会工作细则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-17 12:21
Core Points - The article outlines the working rules of the Audit Committee of Qiao Feng Intelligent Equipment Co., Ltd, aiming to adapt to modern corporate governance and protect shareholders' rights [2][8] - The Audit Committee is established as a supervisory body to oversee the legality and compliance of the company's financial activities and the actions of its directors and senior management [2][3] Section Summaries General Provisions - The Audit Committee's purpose is to ensure effective supervision and compliance with laws, regulations, and the company's articles of association [2] - It is responsible for safeguarding the legitimate rights and interests of the company and its shareholders [2] Composition and Powers of the Audit Committee - The Audit Committee consists of three directors, including two independent directors, with one being a qualified accountant serving as the convener [3] - The committee has various powers, including financial inspections, supervision of management actions, and the ability to propose the convening of extraordinary shareholder meetings [3][4] Meeting Procedures - The Audit Committee must meet at least quarterly, with provisions for additional meetings as needed [4] - Meetings require a two-thirds majority of members to be present, and members must attend in person or delegate their voting rights [5][6] Decision-Making Process - Decisions are made through itemized voting, and resolutions require approval from more than half of the committee members [6][7] - Meeting records must be maintained, detailing attendance, discussions, and voting outcomes [7][8] Implementation and Amendments - The working rules take effect upon approval by the board and will be updated in accordance with new laws and regulations [8][9]
“天团”加持!A股董秘圈 、港股IR圈请注意:新财富杂志重磅评选投票开启!
证券时报· 2025-06-17 11:40
Core Viewpoint - The article discusses the "2025 Annual New Fortune Magazine Best Secretary Award and Best IR Award" evaluation, which aims to recognize outstanding corporate governance and investor relations managers in China's capital market, enhancing the quality of information disclosure and investor relations management [4][5]. Group 1: Evaluation Process - The evaluation process combines subjective scoring and objective data verification to produce a series of awards, including the Best Secretary Award and Best IR Award [3][5]. - The voting phase for this year's evaluation started on June 17, 2025, and will conclude on June 29, 2025, at 17:30 [2]. - The evaluation targets A/B share listed company secretaries, securities representatives, and Hong Kong listed company IR teams, utilizing a scientific and reasonable evaluation system based on authority, systematization, foresight, and effectiveness [5]. Group 2: Expert Panel - Over 200 industry experts form a "hall of fame" review panel, including academic leaders, institutional investors, securities researchers, and representatives from listed companies [8][9]. - Notable experts include Wang Zhongmin, former vice chairman of the National Social Security Fund, and Li Wei'an, director of the China Corporate Governance Research Institute [10]. - The diverse expert panel aims to provide a comprehensive evaluation standard, ensuring that only the true leaders in the field are recognized [14]. Group 3: Regional Events - The evaluation process included nine regional meetings across major cities in China to gather opinions from experts and nearly 500 listed company secretaries, enhancing the transparency and scientific nature of the evaluation system [16][17]. - Events were held in cities such as Wuhan, Changsha, Hangzhou, Shanghai, Beijing, Xi'an, Chengdu, Nanjing, and Shenzhen, focusing on topics like corporate governance and the integration of AI technology [20][21][22][23][25][26][27][29]. - These meetings aimed to elevate the market influence of corporate governance concepts and foster industry consensus [17].
建龙微纳: 总裁工作细则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-17 11:25
洛阳建龙微纳新材料股份有限公司 总裁工作细则 第一章 总 则 第一条 为适应现代企业制度的要求,促进公司经营管理的制度化、规范化、科学 化,确保公司重大经营决策的正确性、合理性,提高民主决策、科学决策水平,根据《中 华人民共和国公司法》、《中华人民共和国证券法》、中国证券监督管理委员会(以下 简称"中国证监会")《上市公司治理准则》等法律、法规、规范性文件和《洛阳建龙微 纳新材料股份有限公司章程》(以下简称"《公司章程》")的规定,特制定总裁工作细 则。 第二条 公司设总裁一名,总裁是董事会领导下的公司日常经营管理的负责人。总 裁对董事会负责,执行董事会决议,主持公司的日常生产经营和管理工作。 公司根据生产经营的需要可设副总裁若干名,董事会秘书一名,财务总监一名,协 助总裁工作。 公司总裁、副总裁、董事会秘书、财务总监和董事会确定为高级管理人员的其他人 员为公司高级管理人员。董事会秘书的工作职责和工作机制由董事会秘书的工作细则另 行制定。 第二章 任职资格与任免程序 第三条 总裁及其他高级管理人员任职应当具备下列条件: (四) 担任因违法被吊销营业执照的公司、责令关闭的公司、企业的法定代表人, 并负有个人责任 ...
正元地信: 正元地信2024年年度股东大会会议资料
Zheng Quan Zhi Xing· 2025-06-17 11:11
Core Points - The annual general meeting of Zhengyuan Geographic Information Group Co., Ltd. is scheduled for June 25, 2025, at 14:00 in Beijing [6][7] - The meeting will discuss various proposals, including the 2024 financial settlement report and the 2025 financial budget report [9][10] - The company emphasizes the importance of maintaining order and protecting the rights of shareholders during the meeting [2][5] Meeting Procedures - Shareholders must arrive 30 minutes before the meeting to complete registration and present necessary identification [2][3] - The meeting will follow a structured agenda, with each proposal discussed and voted on sequentially [3][4] - Voting will be conducted through both on-site and online methods, with each share carrying one vote [4][5] Proposals Overview - Key proposals include the 2024 annual board work report, financial reports, and various related party transactions [9][16] - The company plans to apply for a bank credit line for 2025 and provide guarantees for its subsidiaries [9][23] - The meeting will also address the expected related party transactions for 2025 [21][23] Governance and Compliance - The board of directors has been actively engaged in governance, ensuring compliance with relevant laws and regulations [12][26] - Independent directors have played a crucial role in overseeing major decisions and maintaining operational integrity [25][26] - The company has established a robust internal control system to enhance governance and risk management [26][27] Future Directions - The company aims to deepen reforms and enhance operational efficiency, focusing on market-driven strategies [30][31] - There is a commitment to innovation and development, particularly in digital economy technologies and environmental sustainability [31][34] - The company plans to expand its client base and enhance its service offerings in response to market demands [34]
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; ...