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中南文化: 公司章程(2025年8月)
Zheng Quan Zhi Xing· 2025-08-19 09:14
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations [1][2] - The company was approved by the China Securities Regulatory Commission to issue 31 million shares of ordinary stock and was listed on the Shenzhen Stock Exchange on July 13, 2010 [1][2] - The registered capital of the company is RMB 2,376.607531 million [1][2] Corporate Governance - The chairman of the board represents the company in executing its affairs and is the legal representative [2] - The company is permanently established as a joint-stock limited company [2] - The company assumes civil liability for damages caused by the legal representative in the course of performing their duties [2] Business Objectives and Scope - The company's business objective is to utilize advanced international technology and equipment for the production and sale of industrial metal pipe fittings, aiming to create maximum economic benefits for shareholders [3][4] - The business scope includes production and distribution of media content, cultural activities, technology development and sales, copyright transfer, and manufacturing of various mechanical components [3][4] Shares - The company's shares are issued in the form of stocks, with all shares having equal rights [4][5] - The total number of shares issued by the company is 2,376.607531 million, all of which are ordinary shares [4][5] - The company may increase or decrease its registered capital through resolutions passed at the shareholders' meeting [5][6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to sue the company or its directors [10][11] - Shareholders must comply with laws and the company's articles of association, and they are liable for the company's debts only to the extent of their subscribed shares [10][15] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [15][41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48][49] - Shareholder meetings can be conducted in person or via electronic means, ensuring all shareholders have the opportunity to participate [50][51] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [80][81]
万通发展跌停后公告实控人王忆会拘留 近3年半均亏损
Zhong Guo Jing Ji Wang· 2025-08-19 03:25
Core Viewpoint - Wantong Development (600246.SH) has experienced a significant decline in stock price following the detention of its actual controller and chairman, Wang Yihui, amid an investigation that is reportedly unrelated to the company's daily operations [1][2]. Financial Performance - For the first half of 2025, the company expects a net profit attributable to shareholders of between -33 million and -22 million [2]. - The expected net profit after deducting non-recurring gains and losses is projected to be between -75 million and -64 million [2]. - Revenue figures for Wantong Development from 2022 to 2024 are as follows: 422 million in 2022, 487 million in 2023, and 495 million in 2024 [2]. - The net profit attributable to shareholders for the same period was -323 million in 2022, -390 million in 2023, and -457 million in 2024 [2]. - The cash flow from operating activities for the years 2022 to 2024 was 420 million, 91 million, and 30 million respectively [2]. Governance and Management - Following the detention of Wang Yihui, the company has appointed CEO Qian Jinzhu to assume the responsibilities of chairman and legal representative until Wang resumes duties or a new appointment is made [1]. - The company asserts that it has a robust corporate governance structure and internal control system, ensuring that daily operations are managed by the executive team [1].
知名机器人公司伯朗特内斗新进展:股东会通过章程修改议案,董事长称自己若出局将开设新公司
Sou Hu Cai Jing· 2025-08-19 01:19
8月7日,"伯朗特BORUNTE"转发了公司股东嘉兴君岚投资合伙企业(有限合伙)代表人李博铮的公开 信。此举导致伯朗特公司内部的纠纷公开化。 8月18日,近期因总经理提出给自己200万元固定月薪的议案遭投资人公开反对,而登上热搜的伯朗特机 器人股份有限公司(简称:伯朗特)内部纠纷传出最新进展。 据知情人士称,由异议股东嘉兴君岚企业管理合伙企业(有限合伙)提出的修改公司章程的议案,已获 得了超过2/3股东同意,已经达到修改公司章程所需的法定票数。 据了解,修改章程的提案具体内容包括,删除公司章程中"只有在职员工可任董事"的条款以及修改或增 加公司宗旨、公司担保规则等条款。 嘉兴君岚企业管理合伙企业(有限合伙)是伯朗特第10大股东,持股比例约1.54%。其代表人李博铮此 前向智通财经表示,若此次章程通过,还需要进行第二次投票,修改董事会成员,将尹荣造从董事长、 法定代表人的身份上改选,并通过多数股东控制的董事会,将尹荣造的总经理身份解聘。 尹荣造系伯朗特的创始人之一,目前担任公司法定代表人、董事长和总经理等职务。也是此前提出给自 己200万固定月薪的当事人。 针对上述议案被通过和可能被罢免一事,尹荣造向九派财经记 ...
湖北和远气体股份有限公司
Group 1 - The company guarantees that the information disclosed is true, accurate, and complete without any false records, misleading statements, or significant omissions [1][10]. - All directors attended the board meeting that reviewed the report [3]. - The company plans not to distribute cash dividends, issue bonus shares, or increase capital from reserves during the reporting period [4]. Group 2 - The company has not experienced any changes in its controlling shareholder or actual controller during the reporting period [6]. - The company has completed the production of all planned products at the Qianjiang Electronic Specialty Gas Industrial Park, aiming for full production by 2025 [6][7]. - The Yichang Electronic Specialty Gas and Functional Materials Industrial Park is in the trial production phase for several products, with stable operations expected to be achieved this year [7]. Group 3 - The company held its fifth board meeting on August 18, 2025, to discuss various resolutions, including the approval of the 2025 semi-annual report [32][33]. - The board proposed the nomination of Mr. Cao Hongfeng as a candidate for a non-independent director, pending approval from the shareholders' meeting [35]. - The company plans to revise its articles of association and governance systems, including the abolition of the supervisory board, to enhance governance [38][39]. Group 4 - The company will hold its second extraordinary shareholders' meeting on September 5, 2025, to discuss the proposed resolutions [52][58]. - The meeting will allow for both on-site and online voting, with specific timeframes for participation [53][54]. - Shareholders must register by September 4, 2025, to attend the meeting [59].
粤海永顺泰集团股份有限公司 关于召开公司2025年第一次临时股东大会的通知
Group 1 - The company will hold its first extraordinary general meeting of 2025 on September 5, 2025, at 15:00 [2][3][66] - The meeting will be conducted both in-person and via online voting, allowing shareholders to participate through designated systems [5][19] - The record date for shareholders to attend the meeting is September 1, 2025 [6] Group 2 - The company has proposed to reappoint Ernst & Young Hua Ming as its accounting firm for the 2025 fiscal year, with total audit fees amounting to RMB 1.42 million [34][50] - The decision to reappoint the accounting firm was approved by both the board of directors and the supervisory board, with unanimous support [36][44] - The reappointment is subject to approval at the upcoming extraordinary general meeting [38][52] Group 3 - The company plans to elect a non-independent director during the upcoming extraordinary general meeting [54] - The company will also propose amendments to its articles of association, including the dissolution of the supervisory board and the delegation of its powers to the audit committee [57][58] - The amendments aim to enhance corporate governance and align with relevant laws and regulations [57]
圣泉集团: 圣泉集团关于最近五年未被证券监管部门和交易所采取监管措施或处罚的公告
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Viewpoint - The company, Jinan Shengquan Group Co., Ltd., has announced that it has not faced any regulatory measures or penalties from securities regulatory authorities or exchanges in the past five years, as part of its compliance with relevant laws and regulations [1]. Group 1 - The company operates in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange [1]. - The company is in the process of applying for the issuance of convertible corporate bonds to unspecified objects [1]. - The company has conducted a self-examination and confirmed that there have been no penalties or regulatory measures taken against it by securities regulatory authorities or the Shanghai Stock Exchange in the last five years [1].
圣泉集团: 圣泉集团董事会议事规则
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Viewpoint - The document outlines the rules and regulations governing the board of directors of Jinan Shengquan Group Co., Ltd., aiming to enhance corporate governance and ensure efficient decision-making processes. Group 1: General Principles - The rules are established to improve the management system and governance structure of the company, ensuring effective operation and scientific decision-making of the board of directors [1]. - The board of directors is the permanent authority and decision-making body of the company, responsible for executing resolutions passed by the shareholders' meeting [1]. Group 2: Board Organization - The board consists of 7 directors, including 3 independent directors, and has four specialized committees: audit, nomination, remuneration and assessment, and strategy [3]. - The board has various powers, including convening shareholders' meetings, executing resolutions, deciding on business plans, and managing financial matters [4]. Group 3: Decision-Making Authority - The board has decision-making authority over significant transactions that meet specific financial thresholds, such as asset totals exceeding 10% of the company's audited total assets [2][3]. - Related party transactions require approval from a majority of independent directors and must be disclosed promptly [4]. Group 4: Meeting Procedures - Board meetings can be regular or temporary, with the chairman responsible for convening and presiding over meetings [5]. - Meetings must be announced in advance, and attendance is mandatory for directors, who may delegate their voting rights under specific conditions [7][9]. Group 5: Proposals and Voting - Proposals for meetings can be submitted by specialized committees, management, or individual directors, and must meet certain criteria [22][23]. - Voting requires a majority of directors present, and decisions are made based on a one-person-one-vote principle [28][29]. Group 6: Record Keeping - Meeting records must be maintained, including details of attendees, agenda, and voting results, and must be signed by attending directors [44][45]. - Records are to be preserved for 10 years, or longer if the decisions have lasting impacts [46].
国睿科技: 国睿科技股份有限公司董事会提名与薪酬考核委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Points - The document outlines the rules for the Nomination and Remuneration Committee of Guorui Technology Co., Ltd, aiming to enhance corporate governance and the committee's functions in nominations and remuneration assessments [1][2] - The committee is responsible for proposing standards and procedures for selecting directors and senior management, reviewing candidates, and making recommendations to the board [3][4] Section Summaries General Provisions - The committee is established to improve the governance structure and is accountable to the board of directors [1] - The company will provide necessary working conditions and support for the committee's operations [1] Composition - The committee consists of at least three members appointed from the board, with a majority being independent directors [2] - The chairperson is an independent director, supported by a vice-chairperson [2] Responsibilities and Authority - The committee's main responsibilities include setting selection criteria for directors and senior management, reviewing candidates, and proposing remuneration policies [3] - The committee must submit its proposals to the board for approval [3] Meeting Rules - Meetings are convened by the chairperson, and decisions are made through voting, requiring a majority for approval [5][6] - Members must attend meetings in person or can delegate their voting rights through a signed proxy [6] Information Disclosure - The company is required to disclose relevant information related to the committee in accordance with legal and regulatory requirements [5][7] Supplementary Provisions - The rules take effect upon approval by the board and replace any previous regulations [7] - Any matters not covered by these rules will follow applicable laws and the company's articles of association [7]
国睿科技: 国睿科技股份有限公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-18 16:30
General Overview - Glarun Technology Co., Ltd. was established in 1994, originally restructured from Jiangsu Gaochun Ceramics Factory, and registered in Nanjing [2][3] - The company has a registered capital of RMB 1,241,857,840 [3] - The company operates as a permanent joint-stock company [3] Business Objectives and Scope - The company's business objective is to adhere to the principle of "mastering internationally leading technology, creating industry-renowned brands, providing quality customer service, and achieving continuous performance improvement" [4] - The business scope includes research, development, production, sales, and maintenance of radar and supporting equipment, communication transmission equipment, industrial automation equipment, and various electronic products [5] Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [18] - The total number of shares issued by the company is 1,241,857,840, all of which are ordinary shares [7] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [23] Shareholders and Shareholder Meetings - The company recognizes the rights of shareholders based on their shareholdings, ensuring equal rights for shareholders of the same class [32] - Shareholders have the right to request the convening of shareholder meetings and to participate in decision-making processes [34] - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year [48] Board of Directors - The board of directors is responsible for the company's operations and decision-making, including the election and remuneration of directors [46] - The board must report to the shareholders on its work during the annual meeting [74] Financial Accounting and Auditing - The company has established a financial accounting system and internal auditing procedures to ensure compliance with laws and regulations [8] - The appointment of accounting firms for auditing purposes must be approved by the shareholders [46] Amendments to the Articles of Association - The articles of association can be amended through resolutions passed at shareholder meetings [11] - Any amendments must comply with relevant laws and regulations [11] Legal Framework - The articles of association serve as a legally binding document for the company, shareholders, directors, and senior management [4] - Shareholders can initiate legal actions against the company or its directors under specific circumstances [4]
国睿科技: 国睿科技股份有限公司董事会风险管理与审计委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Points - The document outlines the rules for the Risk Management and Audit Committee of Guorui Technology Co., Ltd, aiming to enhance corporate governance and decision-making processes [1][2]. Group 1: General Provisions - The committee is established to review financial information, supervise internal and external audits, and ensure effective risk management [1]. - The company provides necessary working conditions for the committee, with management and relevant departments cooperating to support its functions [1]. Group 2: Composition of the Committee - The committee consists of at least three directors who are not senior management, appointed by the board [2]. - A majority of the committee members must be independent directors, with at least one having professional accounting experience [2][3]. Group 3: Responsibilities and Authority - The committee's responsibilities include supervising external audits, evaluating risk management, reviewing financial disclosures, and ensuring internal controls are effective [3][4]. - The committee must approve significant financial reports and the hiring or dismissal of external auditors before submission to the board [4][5]. Group 4: Meeting Procedures - The committee is required to meet at least quarterly, with provisions for special meetings as needed [8][9]. - Meeting records must be maintained for at least ten years, and all attendees are bound by confidentiality obligations [9][10]. Group 5: Disclosure Requirements - The company must disclose the composition and professional background of the committee members, as well as its annual performance [10][11]. - Any significant issues identified by the committee that meet disclosure standards must be reported promptly [11].