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奥士康: 总经理工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-04 16:22
奥士康科技股份有限公司 总经理工作细则 第一章 总则 第一条 为明确总经理职责权利,规范总经理工作行为,保证总经理依法行 使职权、履行职责、承担义务,根据《中华人民共和国公司法》《上市公司治理 准则》《深圳证券交易所股票上市规则》《深圳证券交易所上市公司自律监管指 引第 1 号——主板上市公司规范运作》等相关法律、行政法规、部门规章、规范 性文件及《奥士康科技股份有限公司章程》(以下简称"《公司章程》")等有 关规定,并结合公司的实际情况,制订本细则。 第四条 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 总经理及其他高级管理人员任职应当具备下列条件: (一)具有较丰富的经济理论知识、管理知识及实践经验,具有较强的经营 管理能力; 第二条 本细则对公司总经理、副总经理和财务负责人(本公司称"财务总 监",下同)及其他高级管理人员的职责权限与分工作出规定。公司总经理、副 总经理、财务负责人及其他高级管理人员除应按照《公司章程》的规定行使职权 外,还应当按照本细则的规定行使管理职权并承担管理责任。 第三条 公司设总经理一名,由董事会聘任或解聘。总经理主持公司日常生 产经营和管理工作,组织实施公司董 ...
超卓航科: 超卓航科2025年第四次临时股东大会会议材料
Zheng Quan Zhi Xing· 2025-07-04 16:12
Group 1 - The company will hold a shareholders' meeting on July 16, 2025, at 14:00 in the conference room of Hubei Chaozhuo Aviation Technology Co., Ltd. [1][2] - Shareholders must register for the meeting by July 14, 2025, and provide identification and authorization documents [1][2] - The meeting will utilize a computer-assisted voting system for resolutions, and shareholders must accurately fill out their voting ballots [2][3] Group 2 - The company has proposed to reappoint the auditing firm, Shanghai Shuhui Accounting Firm (Special General Partnership), for the 2025 fiscal year [5][9] - The auditing firm has a history of compliance and has not faced criminal penalties in the last three years [7][8] - The board of directors and the supervisory board have both approved the reappointment of the auditing firm with unanimous votes [9][10] Group 3 - The company has proposed to abolish the supervisory board and amend the company’s articles of association [11][12] - This proposal includes four sub-proposals that require shareholder review and voting [11] - The company aims to enhance its governance structure and operational compliance through these amendments [12]
天奈科技: 江苏天奈科技股份有限公司董事会审计委员会实施细则(2025年修订)
Zheng Quan Zhi Xing· 2025-07-04 16:12
General Overview - The article outlines the implementation rules for the Audit Committee of Jiangsu Tiannai Technology Co., Ltd, aimed at enhancing the decision-making function of the board and ensuring effective supervision of the management team [1][2]. Composition of the Audit Committee - The Audit Committee consists of three directors, with a majority being independent directors, and is chaired by an independent director with accounting expertise [2][3]. - Committee members are nominated by the chairman or a majority of independent directors and elected by the board [2]. Responsibilities and Authority - The Audit Committee is responsible for tracking the implementation of the company's business strategy, supervising external audit work, evaluating internal audit systems, and ensuring accurate financial reporting [3][4]. - It has the authority to review financial information, supervise internal controls, and assess compliance with laws and regulations [4][5]. Decision-Making Procedures - The Audit Committee must approve certain matters by a majority before submitting them to the board for review, including financial reports and the hiring or dismissal of external auditors [3][4]. - The committee is required to hold regular meetings at least quarterly and can convene special meetings as necessary [8][9]. Information Disclosure - The company must disclose the Audit Committee's annual performance and any significant issues identified during its oversight to the Shanghai Stock Exchange [31][32]. - If the board does not adopt the committee's recommendations, the company must disclose the reasons for this decision [33].
82问代中小投资者发声,现场质询21家高风险公司!中证投服中心股东会专项行权圆满完成
证券时报· 2025-07-04 04:21
中证投服中心A股上市公司2024年年度股东会专项行权已正式收官。 证券时报记者获悉,上市公司股东会召开季,中证投服中心围绕内控机制建设、独立董事作用发挥、上市公司内部追责机制建立等方面对21家高风险公司展 开质询建议,累计抛出82个核心问题。 中证投服中心相关负责人表示,参加股东会,行使股东知情权、建议权、质询权,是中证投服中心服务中小投资者、有效保护中小投资者合法权益的重要渠 道和有力抓手。 聚焦三方面 现场抛出82个核心问题 作为中小股东的"代言人",中证投服中心今年将高风险公司作为股东会专项行权的重点对象。据了解,21家高风险公司由中证投服中心会同沪深交易所以及 证监会相关派出机构共同选定,皆因资金占用、财务舞弊等违法违规行为遭受行政处罚,并被实施风险警示。 在股东会现场,中证投服中心主要围绕三个方面问题对21家高风险公司展开质询,并提出建议。中证投服中心累计抛出82个核心问题。 其中,针对相关公司因会计差错被行政处罚所暴露出的内控机制问题,中证投服中心以增强公司治理内生约束为切入点,在股东会现场以股东身份直切主题 进行质询,并提醒公司尽快采取有效措施。 记者了解到,中证投服中心建议高风险公司全面提升内 ...
*ST节能: 关于购买董事和高级管理人员责任险的公告
Zheng Quan Zhi Xing· 2025-07-03 16:27
Group 1 - The company held the fifth temporary meeting of the tenth board of directors on July 3, 2025, to discuss the proposal for purchasing liability insurance for directors and senior management [1] - The purpose of the insurance is to enhance the corporate governance system, mitigate operational risks, and protect the rights of the company and its investors [1] - All directors abstained from voting on the proposal due to their status as interested parties, and the proposal was submitted directly to the shareholders' meeting for review [1] Group 2 - The board of directors proposed to authorize the management to handle matters related to the purchase of liability insurance, including selecting the insurance company and determining coverage limits and costs [1] - The management is also authorized to manage renewal or reinsurance matters upon the expiration of the insurance contract [1]
*ST节能: 神雾节能股份有限公司章程(2025年7月)
Zheng Quan Zhi Xing· 2025-07-03 16:27
神雾节能股份有限公司 章 程 二〇二五年七月 神雾节能股份有限公司章程 第一章 总则 第一条 为维护神雾节能股份有限公司(以下简称"公司"或"本公司")、 股东、职工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,制定本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。公 司经辽宁省经济体制改革委员会《关于同意金城造纸总厂改组为金城造纸股份 有限公司的批复》(辽体改发1993129 号)批准,以定向募集方式设立;在 辽宁省锦州市工商行政管理局注册登记,取得营业执照,营业执照号 第三条 公司于 1998 年 5 月 5 日经中国证券监督管理委员会批准,首次向 社会公众发行人民币普通股 4,500 万股,于 1998 年 6 月 30 日在深圳证券交易 所上市。 第四条 公司注册名称:神雾节能股份有限公司 公司英文名称:Shenwu Energy Saving Co., Ltd. 第五条 公司住所:江西省南昌市望城新区璜溪大道 19 号十一楼 1188 室 邮编:330103 第六条 ...
*ST凯鑫: 第四届董事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-07-03 16:27
Group 1 - The board of directors of Shanghai Kaixin Separation Technology Co., Ltd. held a meeting where several resolutions were passed, including the revision of the company's articles of association and the abolishment of the supervisory board [1][2] - The company will no longer have a supervisory board, and its functions will be transferred to the audit committee of the board of directors [1][2] - The resolutions regarding the amendments to the articles of association and related governance rules received unanimous approval from the board members [2][3] Group 2 - The company plans to submit the revised articles of association and other governance rules to the shareholders' meeting for approval, requiring a two-thirds majority vote [3][4] - The board approved the appointment of Zhongxinghua Accounting Firm as the financial and internal control auditor for the year 2025 [5] - The company appointed Mr. Yang Qi as the vice general manager, with his term lasting until the end of the fourth board of directors [5][6] Group 3 - The company announced that it will hold its first extraordinary shareholders' meeting of 2025 on July 23, 2025 [5][6]
*ST凯鑫: 董事会审计委员会工作细则
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The company establishes an Audit Committee to enhance decision-making and ensure effective supervision of management by the Board of Directors [1][2] - The Audit Committee is responsible for overseeing internal and external audits, as well as the internal control system [1][3] - The committee consists of three members, including two independent directors, with one being a professional accountant [2][3] Structure and Composition - The Audit Committee members are elected by the Board of Directors and serve a term aligned with their directorship [2][3] - The committee includes a chairperson who is an independent director with accounting expertise [2][3] - If a committee member ceases to be a director, they automatically lose their committee position [2] Responsibilities and Authority - The Audit Committee reviews financial information, supervises audit work, and evaluates internal controls [3][4] - Key decisions require a majority agreement from the committee before being submitted to the Board [4][5] - The committee is tasked with guiding and supervising the internal audit institution and ensuring compliance with internal control standards [5][6] Internal Audit Procedures - The internal audit institution reports directly to the Audit Committee and must maintain independence from the finance department [3][4] - The internal audit institution is required to submit an annual report and quarterly updates to the Audit Committee [5][6] - The committee must ensure that any significant internal control deficiencies are reported to the Shenzhen Stock Exchange [5][6] Meeting Protocols - The Audit Committee holds regular meetings at least quarterly, with provisions for special meetings as needed [8][9] - A quorum requires two-thirds of the committee members to be present, and decisions are made by majority vote [9][10] - Meeting records must be kept, and confidentiality is required from all attendees [10][11] Implementation and Amendments - The working rules of the Audit Committee take effect upon approval by the Board of Directors [11] - Any conflicts with national laws or the company's articles of association will be resolved in favor of the latter [11]
南华期货: 南华期货股份有限公司2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-03 16:15
Group 1 - The company plans to cancel the supervisory board and amend its articles of association and related rules to enhance corporate governance in accordance with the revised Company Law and relevant regulations [4][10][18] - The company will hold its second extraordinary general meeting of shareholders in 2025 on July 14 at 14:30 in Hangzhou, Zhejiang Province [3][4] - The meeting will be conducted with a combination of on-site and online voting, and the results will be announced promptly after the meeting [2][4] Group 2 - Shareholders attending the meeting must register in advance and comply with the established procedures to ensure orderly conduct [2][4] - The company has established a meeting service team to manage the procedures and services related to the meeting [2] - Legal opinions will be provided by a law firm to ensure compliance with legal requirements during the meeting [2][4] Group 3 - The proposed amendments to the articles of association include changing the term "supervisory board" to "audit committee" and updating the governance structure accordingly [4][10] - The company aims to protect the rights of shareholders and ensure efficient decision-making during the general meeting [1][2] - The articles of association will be revised to reflect changes in the roles and responsibilities of the board and shareholders [4][10]
兴通股份: 兴通海运股份有限公司章程
Zheng Quan Zhi Xing· 2025-07-03 16:15
General Provisions - The company aims to protect the legal rights of Xingtong Shipping Co., Ltd., its shareholders, and creditors, while adhering to the leadership of the Communist Party of China [2] - The company was established as a joint-stock company in accordance with the Company Law and is registered in Quanzhou, Fujian Province with a unified social credit code [2][3] - The company was approved by the China Securities Regulatory Commission to issue 50 million shares of common stock to the public on February 10, 2022, and was listed on the Shanghai Stock Exchange on March 24, 2022 [2][3] Company Structure - The registered capital of the company is RMB 325 million [3] - The company is a permanent joint-stock company, with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [3] - The company’s articles of association serve as a legally binding document governing the organization and behavior of the company and its stakeholders [3] Business Objectives and Scope - The company's business objective is to create value and pursue excellence by focusing on customer needs and providing safe, efficient, and reliable services [4] - The company is authorized to engage in various activities, including waterway transportation of hazardous goods, domestic ship management, and international shipping services [4] Share Issuance - The company issues shares in the form of stocks, with all shares having equal rights [5] - The total number of shares issued by the company is 325 million, all of which are common shares with a par value of RMB 1 per share [5][6] Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [10][11] - Shareholders are required to comply with laws and regulations, pay their subscribed capital, and not abuse their rights to harm the company or other shareholders [12][13] Party Organization - The company has established a grassroots organization of the Communist Party of China to promote its policies and ensure compliance with party directives [9][10] - The party organization is responsible for educating and managing party members, maintaining discipline, and promoting the rights of the masses [10] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for notifying shareholders and conducting votes [19][20] - Decisions made at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [80][82] Financial Transactions and Guarantees - The company must seek shareholder approval for significant financial transactions, including asset purchases and guarantees exceeding certain thresholds [15][17] - The company is prohibited from providing financial assistance to related parties, ensuring that transactions are conducted fairly and transparently [18]