公司治理制度修订
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彤程新材料集团股份有限公司第三届董事会第二十五次会议决议公告
Shang Hai Zheng Quan Bao· 2025-09-29 21:01
Group 1 - The company held its 25th meeting of the third board of directors on September 29, 2025, to discuss important resolutions [2][3] - The board approved a proposal to change the registered capital, abolish the supervisory board, and amend the company's articles of association [2][54][55] - The proposal to change the registered capital is based on the conversion of convertible bonds and the cancellation of the supervisory board [45][54] Group 2 - The board also approved the establishment and revision of several governance systems to enhance the company's governance structure [5][57] - All governance proposals were unanimously approved with 9 votes in favor, 0 against, and 0 abstentions [4][20] - The revised governance systems include rules for board meetings, shareholder meetings, independent director work, and management of fundraising [5][6][7][9][10][11][12][13][14][15][16][17][18][19][22][23][24][25][26] Group 3 - The company plans to hold its second extraordinary general meeting of shareholders on October 15, 2025, to review the approved proposals [19][28] - The meeting will adopt a combination of on-site voting and online voting [29][30] - The company will provide detailed instructions for shareholders on how to participate in the voting process [31][32][33]
鲁西化工集团股份有限公司第九届董事会第十二次会议决议公告
Shang Hai Zheng Quan Bao· 2025-09-29 20:59
Group 1 - The company held its 12th meeting of the 9th Board of Directors on September 28, 2025, with all 7 directors present [2][3][4] - The meeting approved the proposal to cancel the Supervisory Board and amend the Articles of Association, transferring the responsibilities of the Supervisory Board to the Audit and Risk Committee [6][8] - The company will hold a temporary shareholders' meeting on October 20, 2025, to review the proposals [17][42] Group 2 - The company approved the absorption and merger of its wholly-owned subsidiary, Shandong Liaocheng Luxi Chemical Second Fertilizer Co., Ltd., to optimize management structure and reduce operational costs [13][29] - The merger will not require payment of consideration and will not constitute a major asset restructuring [30][34] - The merger aims to enhance resource integration and improve asset management efficiency without affecting the company's normal operations and financial status [34][35]
苏豪弘业期货多项重要决策:章程修订、营业部撤销等
Xin Lang Cai Jing· 2025-09-29 13:53
Group 1 - The company held its fifth board meeting on September 29, 2025, where several important resolutions were passed [1] - Amendments to the company's articles of association were approved, including renaming "shareholders' meeting" to "shareholders' assembly" and "audit committee" to "audit committee" [1] - The board size was adjusted from 7 to 8 members, maintaining 3 independent directors and increasing non-independent directors from 4 to 5, including 1 employee representative director [1] Group 2 - To reduce costs and improve efficiency, the company plans to close its Hefei branch, with related operations being merged into the Wuhu branch or adjusted based on personnel [1] - The company will revise several governance systems, including the "Related Party Transaction Management System" and the "Fundraising Management System," to comply with the latest legal requirements [1] - A proposal was made to hold the second extraordinary shareholders' meeting of 2025 at a later date, with announcements and notifications to follow [1]
润建股份有限公司 第五届董事会第二十六次会议决议公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-27 00:45
Core Viewpoint - The company has decided to amend its Articles of Association and governance structures to enhance compliance with relevant laws and regulations, including the Company Law and the Shenzhen Stock Exchange rules, by abolishing the supervisory board and transferring its responsibilities to the audit committee of the board of directors [1][25]. Group 1: Amendments to Articles of Association - The company will no longer establish a supervisory board, with its powers being transferred to the audit committee of the board of directors [1][25]. - The amendments to the Articles of Association require approval from the shareholders' meeting [2][25]. - The company will also authorize management to handle the registration and related matters for the amendments [2]. Group 2: Governance System Revisions - The board of directors approved multiple governance system amendments, including the rules for shareholder meetings, board meetings, and independent director work systems, all receiving unanimous support [5][6][7]. - The company plans to revise various management systems, including those related to fundraising, external guarantees, and related party transactions, with all proposals passing with unanimous votes [9][10][11][12][13][14][15][16][17][18][19]. - The revised governance systems will also be submitted for shareholder approval [18].
深圳市名雕装饰股份有限公司第六届董事会第九次会议决议公告
Shang Hai Zheng Quan Bao· 2025-09-26 17:59
Core Viewpoint - The company is revising its articles of association to enhance governance and comply with the new Company Law, including the elimination of the supervisory board and the establishment of an audit committee to assume its responsibilities [6][19]. Group 1: Board Meeting Decisions - The sixth board meeting of the company was held on September 25, 2025, with all seven directors present, and it complied with relevant laws and regulations [5]. - The board approved the proposal to amend the articles of association, with a unanimous vote of 7 in favor, and this amendment will be submitted to the shareholders' meeting for approval [6][19]. - The board also approved the establishment of two wholly-owned subsidiaries, with investments of RMB 12 million and RMB 20 million respectively [13][47]. Group 2: Governance and Compliance - The company plans to replace the supervisory board with an audit committee, which will take over the supervisory functions as per the new Company Law [6][19]. - New governance documents will be created to improve the company's governance structure, including rules for information disclosure and management of executive departures [9][10]. - The company will hold its first extraordinary shareholders' meeting on October 17, 2025, to discuss the proposed amendments and other governance matters [22][23]. Group 3: Subsidiary Establishment - The company will establish Guangdong Yaobang Shuju Co., Ltd. with a registered capital of RMB 12 million, focusing on smart building and home IoT platforms [48]. - Guangdong Ruiju Supply Chain Co., Ltd. will be established with a registered capital of RMB 20 million, aimed at enhancing the supply chain in the decoration industry [50]. - Both subsidiaries will be funded entirely by the company's own resources, ensuring no significant impact on the company's financial status [51].
云南临沧鑫圆锗业股份有限公司第八届董事会第二十九次会议决议公告
Shang Hai Zheng Quan Bao· 2025-09-25 21:06
Core Points - The company has decided to cancel its supervisory board and amend its articles of association, which requires approval from the shareholders' meeting [1][29][30] - The board meeting held on September 24, 2025, approved several resolutions, including the cancellation of the supervisory board and amendments to various governance rules [1][29][30] Group 1: Cancellation of Supervisory Board - The decision to cancel the supervisory board aims to enhance governance efficiency and streamline management processes, with the audit committee taking over the supervisory functions [30][31] - The cancellation of the supervisory board will also lead to the repeal of the supervisory board's rules and related provisions in the articles of association [30][31] Group 2: Amendments to Governance Rules - The company will amend its articles of association to reflect the cancellation of the supervisory board and to add provisions for employee representative directors due to the workforce exceeding 300 [31][32] - Adjustments will be made to the powers of the shareholders' meeting and the board of directors, including the removal of certain decision-making powers previously held by the supervisory board [33][34] - The threshold for shareholders to propose candidates for non-employee representative directors has been lowered from 3% to 1% of shares held [33][34] Group 3: Upcoming Shareholders' Meeting - A special shareholders' meeting is scheduled for October 15, 2025, to vote on the proposed amendments and the cancellation of the supervisory board [41][42] - The meeting will allow both on-site and online voting, ensuring participation from all eligible shareholders [43][44]
南通江海电容器股份有限公司第七届董事会第六次会议决议公告
Shang Hai Zheng Quan Bao· 2025-09-25 19:59
Core Viewpoint - Jianghai Capacitor Co., Ltd. held its sixth meeting of the seventh board of directors on September 25, 2025, where several governance documents were revised or established, and the company decided to change its auditing firm for the 2025 fiscal year. Group 1: Governance Document Revisions - The board approved the revision of the "Shareholders' Meeting Rules" with unanimous support [1] - The board approved the revision of the "Board Meeting Rules" with unanimous support [2] - The board approved the abolition of the "Supervisory Meeting Rules" with unanimous support [3] - The board approved the revision of the "Related Party Transaction Management System" with unanimous support [4] - The board approved the revision of the "External Guarantee Management System" with unanimous support [5] - The board approved the revision of the "Independent Director System" with unanimous support [6] - The board approved the revision of the "Independent Director Allowance System" with unanimous support [7] - The board approved the revision of the "Information Disclosure Management System" with unanimous support [8] - The board approved the revision of the "Fundraising Management System" with unanimous support [10] - The board approved the revision of the "Insider Information Management System" with unanimous support [10] - The board approved the revision of the "Audit Work System" with unanimous support [10] - The board approved the revision of the "Board Secretary Work Rules" with unanimous support [10] - The board approved the revision of the "Audit Committee Work Rules" with unanimous support [10] - The board approved the revision of the "Nomination Committee Work Rules" with unanimous support [10] - The board approved the revision of the "Compensation and Assessment Committee Work Rules" with unanimous support [10] - The board approved the revision of the "Strategic Committee Work Rules" with unanimous support [10] - The board approved the revision of the "President Work Rules" with unanimous support [10] - The board approved the revision of the "Annual Report Disclosure Major Error Responsibility Investigation System" with unanimous support [10] - The board approved the revision of the "Investor Relations Management System" with unanimous support [10] - The board approved the revision of the "Emergency Response Management System" with unanimous support [10] - The board approved the revision of the "External Information User Management System" with unanimous support [10] - The board approved the establishment of the "Management System for Changes in Shareholding of Directors and Senior Management" [11] - The board approved the establishment of the "Market Value Management System" with unanimous support [11] - The board approved the establishment of the "Information Disclosure Postponement and Exemption Management System" with unanimous support [12] - The board approved the establishment of the "Management System for Departure of Directors and Senior Management" with unanimous support [13] - The board approved the establishment of the "Public Opinion Management System" with unanimous support [14] - The board approved the establishment of the "Internal Review System for Information Release on Interactive Platforms" with unanimous support [15] Group 2: Change of Auditing Firm - The board approved the change of the auditing firm to Tianjian Certified Public Accountants (Special General Partnership) for the 2025 fiscal year, citing their qualifications and experience [16][21] - The previous auditing firm, Tianheng Certified Public Accountants (Special General Partnership), had provided services for 17 years, and the change is in compliance with relevant regulations [21][31] - The new auditing firm will charge a total of 1.7 million RMB for the 2025 audit, with 1.5 million RMB for financial report audit and 200,000 RMB for internal control audit [29] Group 3: Share Buyback Price Adjustment - The company adjusted the maximum buyback price from 19.74 RMB per share to 35.00 RMB per share due to the recent increase in stock prices [36][39] - The adjustment aims to ensure the smooth implementation of the buyback plan and protect shareholder interests [39][40] - The company has already repurchased 1,098,400 shares, accounting for 0.1291% of the total share capital, with a total transaction amount of approximately 19.998 million RMB [38]
杭氧集团股份有限公司 第八届董事会第三十次会议决议公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-24 22:54
Core Viewpoint - The company held its 30th meeting of the 8th Board of Directors on September 24, 2025, where several governance proposals were approved, including the resignation of a director and the election of a new non-independent director, as well as revisions to various internal management systems [1][2][3]. Group 1: Board Decisions - The resignation of director Huawei was accepted, and the election of Qian Yuchen as a non-independent director candidate was approved, pending shareholder meeting approval [2][70]. - The board approved revisions to the "Independent Director Work System," which will be submitted for shareholder approval [3][4]. - The board also approved revisions to the "Investment and Guarantee Management System," "Related Party Transaction Management System," "Fundraising Use and Management System," and "Director and Senior Management Compensation and Performance Assessment Management System," all to be submitted for shareholder approval [4][6][8][10]. Group 2: Shareholder Meeting - The company announced the 2025 Third Extraordinary General Meeting of Shareholders to be held on October 10, 2025, to discuss various proposals including the mid-term profit distribution plan and the aforementioned governance revisions [21][27]. - The meeting will allow both on-site and online voting, with specific time frames for each [28][29]. Group 3: Guarantees for Subsidiaries - The board approved a guarantee for its subsidiary, Qizhou Hangyang Special Gas Co., Ltd., to provide a guarantee for Zhejiang Xiata Electronic Materials Co., Ltd. for a loan of up to RMB 30 million [15][51]. - Additionally, a guarantee was approved for another subsidiary, Hangzhou Wanda Gas Co., Ltd., for a loan of up to RMB 15 million [17][59]. - The total approved external guarantees amount to RMB 208.066 million, which is 22.63% of the company's latest audited net assets of RMB 919.32349 million [56][62].
珠海恒基达鑫国际化工仓储股份有限公司 2025年第二次临时股东大会决议公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-24 04:26
Meeting Overview - The shareholder meeting was held on September 23, 2025, at 14:30 [3] - The meeting combined on-site voting and online voting [5] - A total of 64 shareholders attended, representing 115,684,278 shares, which is 28.6742% of the total voting shares [6] Voting Results - The proposal to amend the company's articles of association and related rules was approved with 114,342,678 votes in favor, accounting for 98.8403% of the valid votes [13] - Various governance proposals, including the independent director work system and the resignation and dismissal system for directors and senior management, were also approved with similar voting results [15][16][17][18][19][20][22][23][24][25] Legal Compliance - The meeting was witnessed by lawyers from Beijing Dacheng (Zhuhai) Law Firm, who confirmed that the meeting's procedures complied with legal regulations and the company's articles of association [26]
深圳市特发信息股份有限公司董事会第九届二十次会议决议公告
Shang Hai Zheng Quan Bao· 2025-09-23 08:31
Core Points - The company held its 20th meeting of the 9th Board of Directors on September 19, 2025, where several governance proposals were approved [1][3] - The company plans to amend its Articles of Association to eliminate the Supervisory Board, transferring its responsibilities to the Audit Committee of the Board [1][21] - The amendments to the Articles of Association and other governance documents are aimed at enhancing corporate governance and compliance with updated laws [48] Group 1: Amendments to Articles of Association - The Board approved the proposal to amend the Articles of Association based on the latest legal requirements, including the cancellation of the Supervisory Board [1][21] - The decision to amend the Articles of Association will be submitted for approval at the upcoming shareholders' meeting [3][49] Group 2: Governance System Revisions - The Board approved several revisions to governance documents, including the rules for shareholder meetings, Board meetings, and independent director systems, all receiving unanimous support [4][5][6] - The revisions are intended to align with the new Company Law and improve the company's operational standards [48] Group 3: Upcoming Shareholders' Meeting - The company will hold its second extraordinary shareholders' meeting of 2025 on October 10, 2025, to discuss the approved proposals [24][25] - The meeting will be conducted both in-person and via online voting, ensuring compliance with relevant regulations [26][27]