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振华新材: 2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-09 11:13
Core Viewpoint - Guizhou Zhenhua New Materials Co., Ltd. is holding its second extraordinary general meeting of shareholders in 2025 to discuss significant governance changes, including the cancellation of the supervisory board and amendments to the company's articles of association [5][9]. Group 1: Meeting Procedures - The meeting will require shareholders and their proxies to sign in at least half an hour before the start [2]. - The agenda will follow the order listed in the meeting notice, and shareholders have the right to speak, inquire, and vote [2][3]. - Voting will be conducted through a combination of on-site and online methods, with specific time frames for each [4][5]. Group 2: Governance Changes - The company plans to abolish the supervisory board and amend its articles of association to enhance governance in line with the new Company Law effective from July 1, 2024 [5][7]. - The audit committee of the board will assume the responsibilities previously held by the supervisory board [5][7]. - The amendments to the articles of association will include changes to terminology and the removal of references to the supervisory board [8][9]. Group 3: Board Changes - Two non-independent directors, Wu Yong and Wu Jie, are resigning due to term expiration and personal reasons [10]. - Pan Wenzhang has been nominated as a candidate for a non-independent director position, pending approval at the shareholders' meeting [10][11]. - The nomination process follows the relevant regulations outlined in the Company Law and the company's articles of association [10].
洲际油气: 洲际油气股份有限公司关于取消监事会并修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-07-09 11:13
证券代码:600759 证券简称:洲际油气 公告编号: 2025-032 号 洲际油气股份有限公司 关于取消监事会并修订《公司章程》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个别及连带责任。 洲际油气股份有限公司(以下简称"洲际油气"或"公司")于 2025 年 7 月 通过公司取消监事会并修订《公司章程》 ,现将具体情况公告如下: 一、取消监事会并修订《公司章程》的原因及依据 )等相关规定,为确保公司治理与监管规定保持一致,结 合公司实际情况,公司将取消监事会,由董事会审计委员会承接法律法规规定的 监事会职权,并相应废止公司《监事会议事规则》 ,同时修订《公司章程》。 公司现任监事将自公司股东大会审议通过取消监事会并修订《公司章程》事 项之日起解除职位。 二、《公司章程》主要修订内容: 修订前 修订后 第一章 总 则 第一章 总 则 根据《中华人民共和国公司法》(以下简称《公司法》) 第八条 董事长为公司的法定代 第八条 公司董事长代表公司执 表人。 行公司事务,公司董事长为公司的法定 《上市公司章程指引》 (以下简称《章 ...
重庆太极实业(集团)股份有限公司 第十届监事会第二十四次会议决议公告
Core Points - The company held its 29th meeting of the 10th Board of Directors on July 7, 2025, where several key resolutions were passed, including the appointment of a new accounting firm and changes in board composition [1][2][3][4][5][6][7][8][9][10][12][13][14][15][16][17][18][19][20][21][22][23][24][25][26][27][28][29][30][31][32][33][34][35][36][37][38][39][40][41][42][43][44][45][46][47][48][49][50][51][52][53][54][55][56][57][58][59][60][61][62][63][64][65][66][67][68][69][70][71] Group 1 - The company plans to change its accounting firm from Tianjian CPA to Lixin CPA for the 2025 financial report and internal control audit due to the expiration of the service term of the former firm [1][45][46] - The board approved the addition of a new director, Ms. Yu Xingyue, nominated by the controlling shareholder, with her term starting from the approval date by the shareholders' meeting [3][4][57][58] - The company intends to simplify its structure by canceling the indirect holding subsidiary, Hainan Taiji Pharmaceutical Import and Export Co., Ltd., to focus on its core business [5][62][63][64] Group 2 - The company will acquire 100% of the shares of Yuncheng Taiji Smart Traditional Chinese Medicine Co., Ltd. by purchasing the 90% and 10% stakes held by its subsidiaries for a nominal price of 1 yuan [6][31][32] - The company’s subsidiary, Taiji Group Chongqing Fuling Pharmaceutical Factory, will acquire 40% of Hainan Taiji Marine Pharmaceutical Co., Ltd. for 248,000 yuan, increasing its ownership from 60% to 100% [7][31][32] - The company has decided to cancel the supervisory board, transferring its responsibilities to the audit committee of the board, and will revise its articles of association accordingly [8][69][70]
天龙集团: 广东天龙科技集团股份有限公司章程 (2024年7月)
Zheng Quan Zhi Xing· 2025-07-08 16:19
Core Points - Guangdong Tloong Technology Group Co., Ltd. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 17 million shares on March 17, 2010, and was listed on the Shenzhen Stock Exchange on March 26, 2010 [1][4] - The registered capital of the company is RMB 758,527,150 [1][4] Chapter Summaries Chapter 1: General Provisions - The purpose of the company's articles is to protect the legal rights of the company, shareholders, employees, and creditors [1][2] - The company is a permanent joint-stock company [2] Chapter 2: Business Objectives and Scope - The company's business objective is to enhance service quality and develop new projects to provide satisfactory economic returns to shareholders [4] - The business scope includes ink manufacturing and sales, chemical product production and sales, technology services, investment activities, and advertising services [4] Chapter 3: Shares - The company's shares are in the form of stocks, and all shares of the same category have equal rights [5][6] - The total number of shares issued by the company is 758,527,150, all of which are ordinary shares [5] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, request meetings, supervise the company, and transfer their shares [10][11] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [21] Chapter 5: Shareholders' Meeting Proposals and Notifications - Proposals for the shareholders' meeting must be within the scope of the meeting's authority and clearly defined [58] - Shareholders holding more than 1% of shares can propose temporary proposals [59] Chapter 6: Shareholders' Meeting Procedures - The company must ensure the normal order of the shareholders' meeting and verify the legitimacy of shareholders' qualifications [64][70] - The meeting must be presided over by the chairman or a designated representative [72]
沧州明珠: 沧州明珠董事会审计委员会议事规则
Zheng Quan Zhi Xing· 2025-07-08 16:19
沧州明珠塑料股份有限公司 董事会审计委员会议事规则 第一章 总则 第一条 为强化董事会决策功能,做到事前审计、专业审计,确保董事会对经 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》《中华人民 共和国证券法》和《沧州明珠塑料股份有限公司章程》 (以下简称"《公司章程》") 及其他有关规定,公司特设立董事会审计委员会,并制定本议事规则。 第二条 审计委员会是董事会按照《公司章程》设立的专门工作机构,主要负 责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,同时 行使《公司法》规定的监事会职权。 第二章 人员组成 第三条 审计委员会成员由三名董事组成,其中独立董事两名,委员中至少有 一名独立董事为专业会计人士。公司董事会成员中的职工代表可以成为审计委员会 成员。 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)一名,由独立董事委员担任,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 ...
英科医疗: 董事会专门委员会工作制度
Zheng Quan Zhi Xing· 2025-07-08 16:12
Core Points - The company establishes specialized committees to enhance governance and strategic development, including the Strategic and ESG Committee, Nomination Committee, Audit Committee, and Compensation and Assessment Committee [1][2][3] Strategic and ESG Committee - The Strategic and ESG Committee is responsible for analyzing global economic and industry trends, researching the company's development strategy, and providing recommendations on public policies and sustainable development [2][3] - The committee consists of three directors, including one independent director, and is chaired by the chairman of the board [2][3] - The committee's responsibilities include evaluating long-term development strategies, major investment decisions, and assessing ESG-related risks and opportunities [3][4] Nomination Committee - The Nomination Committee is tasked with selecting candidates for the board of directors and senior management, ensuring compliance with relevant laws and company regulations [6][7] - It comprises three directors, with at least two being independent directors, and is chaired by an independent director [6][7] - The committee's recommendations must be documented and disclosed if not fully adopted by the board [7][8] Audit Committee - The Audit Committee oversees the company's financial reporting, internal controls, and external audit processes [10][11] - It consists of three members, all of whom must be non-executive directors, with a majority being independent directors [10][11] - The committee is responsible for reviewing financial reports and ensuring compliance with legal and regulatory requirements [11][12] Compensation and Assessment Committee - The Compensation and Assessment Committee develops performance evaluation standards and compensation policies for directors and senior management [11][13] - It is composed of three directors, with a majority being independent directors, and is chaired by an independent director [11][13] - The committee's recommendations regarding compensation must be approved by the board and disclosed to shareholders [13][14]
东箭科技: 总经理工作细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-08 13:14
Core Points - The document outlines the work guidelines for the General Manager of Guangdong Dongjian Automotive Technology Co., Ltd, aiming to enhance the corporate governance structure and clarify the responsibilities and procedures for the General Manager [1][2]. Group 1: General Provisions - The General Manager and senior management must comply with laws, regulations, and the company's articles of association, fulfilling their duties with integrity and diligence [1][2]. - The company will sign employment contracts with all senior management to clarify their rights and obligations, with a term of three years for each appointment [1][2]. Group 2: Qualifications and Appointment Procedures - The General Manager must possess extensive management knowledge and practical experience, strong operational management capabilities, and a commitment to integrity and diligence [2][3]. - Individuals with certain disqualifying conditions, such as criminal convictions or significant personal debts, are prohibited from serving as General Manager [2][3]. Group 3: Authority of the General Manager - The General Manager is responsible for the daily operations and management of the company, implementing board resolutions, and reporting to the board [4][5]. - The General Manager has the authority to make decisions on investments and significant contracts, subject to certain financial thresholds [4][5]. Group 4: Responsibilities of the General Manager - The General Manager must maintain the company's assets, ensure compliance with the articles of association, and report regularly to the board [24][25]. - The General Manager is tasked with enhancing market responsiveness, product quality, and overall operational efficiency [24][25]. Group 5: Responsibilities of the Deputy General Manager - The Deputy General Manager assists the General Manager and is responsible for specific departments or tasks as delegated [10][11]. - The Deputy General Manager has the authority to convene meetings within their scope of responsibility and make recommendations to the General Manager [10][11]. Group 6: Financial Responsibilities - The financial officer is responsible for managing the company's finances, ensuring compliance with laws and regulations, and preparing accurate financial reports [10][11]. - The financial officer must maintain communication with financial institutions to secure necessary financial support for operations [10][11]. Group 7: Compliance and Reporting Obligations - The General Manager and Deputy General Manager must adhere to legal and regulatory requirements, ensuring the accuracy and completeness of disclosed information [11][12]. - They are required to report significant changes in the business environment or financial performance to the board promptly [12][13].
海亮股份: 第八届董事会第二十五次会议决议公告
Zheng Quan Zhi Xing· 2025-07-08 13:08
Core Points - Zhejiang Hailiang Co., Ltd. held its 25th meeting of the 8th Board of Directors on July 8, 2025, where several important resolutions were passed [1][2][3][4][5][6][7][8]. Group 1: Capital and Governance Changes - The company approved a proposal to change its registered capital and business scope, which will be submitted to the second extraordinary general meeting of shareholders in 2025 for review [2]. - The company revised its Board of Directors' meeting rules to enhance governance and operational standards, which will also be submitted for shareholder approval [2][3]. - The company updated its shareholders' meeting rules, changing the name to "Zhejiang Hailiang Co., Ltd. Shareholders' Meeting Rules," pending shareholder approval [3]. Group 2: Committee and Rule Revisions - The company revised the rules governing independent directors to ensure compliance with legal standards and enhance operational integrity, pending shareholder approval [4]. - The company updated the implementation rules for the Board of Directors' Audit Committee to strengthen decision-making and oversight functions, pending shareholder approval [4][5]. - The company revised the implementation rules for the Board of Directors' Nomination, Compensation, and Assessment Committee to optimize board composition and governance structure, pending shareholder approval [5]. Group 3: Strategic and Voting Procedures - The company revised the work rules for the Board of Directors' Strategic Committee to align with strategic development needs and improve decision-making quality, pending shareholder approval [6]. - The company updated the implementation rules for the cumulative voting system to comply with regulatory requirements, pending shareholder approval [6]. - The company revised its investment management system to align with legal and regulatory standards, pending shareholder approval [7]. Group 4: Board Elections and Meetings - The company approved the election of non-independent directors for the 9th Board of Directors, which will be submitted for shareholder approval [7][8]. - The company approved the election of independent directors for the 9th Board of Directors, pending regulatory review and shareholder approval [8]. - The company scheduled the second extraordinary general meeting of shareholders for July 25, 2025, to discuss the aforementioned proposals [8].
达威股份: 公司章程
Zheng Quan Zhi Xing· 2025-07-08 11:18
Core Points - Sichuan Dowell Science and Technology Inc. was established as a joint-stock company through the transformation of a limited liability company, with its registration in Chengdu and a registered capital of RMB 1,048.01463 million [1][2] - The company aims to promote sustainable development by focusing on the research and production of environmentally friendly products [2][3] - The company issued 14.94 million shares to the public in 2016, with the shares listed on the Shenzhen Stock Exchange [1][2] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [2] - All assets of the company are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [2][3] - The company has a total of 104,801,463 shares, all of which are ordinary shares with a par value of RMB 1 per share [5][6] Business Scope - The company's business scope includes the production and sale of fine chemical products, leather goods, plastics, and various other materials, as well as software development and logistics services [3][4] Share Issuance and Management - The company follows principles of openness, fairness, and justice in its share issuance, ensuring equal rights for all shares of the same type [4][5] - The company can increase its capital through various methods, including public offerings and stock dividends, as decided by the shareholders' meeting [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participation in meetings, and the ability to transfer their shares, while also being obligated to comply with laws and the company's articles of association [10][12] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [14][15] Governance and Meetings - The company holds annual and temporary shareholders' meetings, with specific procedures for convening and conducting these meetings [42][43] - Decisions at shareholders' meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [77][79]
达威股份: 股东会议事规则
Zheng Quan Zhi Xing· 2025-07-08 11:18
Core Points - The document outlines the rules and regulations governing the shareholders' meetings of Sichuan Dawi Technology Co., Ltd, ensuring compliance with relevant laws and protecting shareholders' rights [1][2][3] Group 1: Shareholders' Meeting Authority - The shareholders' meeting is the company's authority body, responsible for decisions on mergers, acquisitions, amendments to the articles of association, and significant asset transactions exceeding 30% of the company's total assets [1][2][3] - Specific transactions, such as those involving related parties exceeding 30 million RMB or 5% of the latest audited net assets, must be approved by the shareholders' meeting [1][2][3] Group 2: Transaction Standards - Transactions that exceed 50% of the company's latest audited total assets or involve significant income or profit thresholds must be submitted for shareholders' approval [2][3][4] - The document specifies various types of transactions, including asset purchases, external investments, and financial assistance, that require shareholder review if they meet certain criteria [3][4][5] Group 3: Meeting Procedures - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, with provisions for calling temporary meetings under specific circumstances [9][10][11] - Shareholders holding more than 10% of the company's shares can request a temporary meeting, and the board must respond within ten days [11][12] Group 4: Voting and Decision-Making - Decisions at the shareholders' meeting require a majority or two-thirds majority vote, depending on whether the resolution is ordinary or special [27][28][30] - The document outlines the voting process, including the requirement for independent directors to report on their duties and the need for transparency in voting results [20][21][27] Group 5: Disclosure and Reporting - The company must disclose relevant financial reports and evaluations for transactions requiring shareholder approval, ensuring transparency and compliance with regulations [5][6][7] - Meeting records must be maintained for at least ten years, documenting attendance, proposals, and voting outcomes [29][30]