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苏州龙杰: 关于取消监事会、修订《公司章程》并办理工商变更登记事宜及修订部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-07-13 16:09
Core Viewpoint - Suzhou Longjie Special Fiber Co., Ltd. is canceling its supervisory board and revising its articles of association to enhance corporate governance in compliance with new regulations effective from July 1, 2024 [1][2]. Group 1: Cancellation of Supervisory Board - The company will no longer have a supervisory board, with the audit committee of the board taking over its responsibilities [1]. - The decision aligns with the requirements of the new Company Law and related regulations [1]. Group 2: Revision of Articles of Association - The articles of association will be amended to reflect the removal of references to the supervisory board and to update terminology, such as changing "shareholders' meeting" to "shareholders' assembly" [2]. - Specific articles regarding the legal representative and responsibilities of the board members will be revised to ensure clarity and compliance with the new regulations [2][3]. - The amendments will also include provisions for the establishment of a Communist Party organization within the company [2]. Group 3: Corporate Governance Enhancements - The revisions aim to improve the governance structure and operational compliance of the company as a listed entity [2]. - The company will ensure that all changes are legally binding and enforceable, providing a clear framework for the rights and obligations of shareholders and management [6][16].
实益达: 公司章程
Zheng Quan Zhi Xing· 2025-07-13 16:09
General Overview - The company is Shenzhen Sea Star Technology Co., Ltd, established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China [1][2][3] - The company was approved by the Shenzhen Municipal Government and registered on July 4, 2005, with a registered capital of RMB 577.504854 million [4][8] Business Objectives and Scope - The company's business objective is to operate in good faith according to the law, continuously strengthen its capabilities, maximize shareholder benefits, and contribute to the stable economic development of the region [6][8] - The business scope includes industrial operations, internet e-commerce and services, data processing and storage services, smart lighting, software development, and domestic trade among others [6][8] Shares - The total number of shares issued by the company is 577.504854 million, all of which are ordinary shares [8][20] - The company issues shares based on principles of openness, fairness, and justice, ensuring equal rights for each share of the same type [6][8] Shareholder Rights and Meetings - Shareholders have rights to dividends, participate in meetings, supervise company operations, and transfer their shares according to legal provisions [10][11] - The company must hold an annual general meeting within six months after the end of the previous fiscal year, and special meetings can be called under certain conditions [20][23] Board of Directors and Management - The chairman of the board serves as the legal representative of the company, and the board is responsible for the company's operations [6][8] - The company has provisions for independent directors and specialized committees within the board [6][8] Financial and Audit Regulations - The company is required to establish a financial accounting system, conduct internal audits, and appoint an accounting firm for auditing [6][8] - Shareholders can request to review financial documents and records, ensuring transparency and accountability [10][11] Amendments and Legal Compliance - The company's articles of association can be amended in accordance with legal requirements and must be approved by the shareholders [6][8] - The company must comply with the laws and regulations set forth by the China Securities Regulatory Commission and the Shenzhen Stock Exchange [6][8]
实益达: 首席执行官(CEO)工作细则
Zheng Quan Zhi Xing· 2025-07-13 16:09
Core Points - The document outlines the governance structure and operational guidelines for the senior management of Shenzhen Shiyida Technology Co., Ltd, focusing on the role and responsibilities of the Chief Executive Officer (CEO) [1][2][3] Group 1: CEO Qualifications and Appointment Procedures - The CEO must possess extensive economic and management knowledge, practical experience, and strong comprehensive management abilities [6] - The appointment of the CEO is proposed by the Chairman and requires approval from the Board of Directors [3][4] - Specific disqualifications for the CEO include criminal convictions related to corruption, bankruptcy responsibilities, and being listed as a dishonest executor by the court [2][5] Group 2: CEO Powers and Responsibilities - The CEO is responsible for managing the company's operations, implementing board resolutions, and reporting to the board [13][20] - The CEO has the authority to make decisions on asset disposals and investments based on the company's audited net assets [19] - The CEO must ensure the authenticity of reports regarding major contracts and financial conditions to the board [20][21] Group 3: CEO Performance Evaluation and Incentives - The Board of Directors is responsible for organizing the performance evaluation of the CEO [32] - The CEO's compensation is linked to company performance and individual achievements [33] - In cases of misconduct or negligence leading to company losses, the CEO may face economic penalties or legal consequences [35]
苏州龙杰: 董事会专门委员会工作细则
Zheng Quan Zhi Xing· 2025-07-13 16:09
Group 1 - The company has established a Board Strategic Committee to enhance core competitiveness and improve decision-making processes for major investments [2][4] - The Strategic Committee consists of 5 non-independent directors, with the chairman serving as the head of the committee [3][4] - The main responsibilities of the Strategic Committee include researching long-term development strategies and major investment decisions, and submitting proposals to the Board for approval [7][8] Group 2 - A Board Nomination Committee has been set up to standardize the selection of leadership personnel and optimize the composition of the Board [20][21] - The Nomination Committee is composed of 3 directors, with a majority being independent directors, and is responsible for proposing candidates for directors and senior management [5][6] - The committee's proposals must be submitted to the Board for review and decision [8][9] Group 3 - The company has formed a Board Audit Committee to enhance governance and internal control systems [9][10] - The Audit Committee consists of 3 directors, all of whom are independent, and at least one must be a professional accountant [10][11] - The committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring compliance with relevant laws and regulations [11][12] Group 4 - A Compensation and Assessment Committee has been established to improve the assessment and compensation management system for directors and senior management [19][20] - The committee is composed of 3 directors, with a majority being independent directors, and is tasked with developing performance evaluation standards and compensation plans [20][21] - The committee's recommendations regarding compensation must be approved by the Board and submitted to the shareholders' meeting for final approval [21][22]
实益达: 董事会薪酬委员会工作细则
Zheng Quan Zhi Xing· 2025-07-13 16:09
Group 1 - The company establishes a remuneration management system to enhance talent development and governance structure [1] - The Remuneration Committee is responsible for evaluating the performance of directors and senior management, as well as formulating and reviewing remuneration policies [1][2] - The committee consists of three directors, with a majority being independent directors [2] Group 2 - The term of the Remuneration Committee aligns with that of the board, and members can be re-elected [2] - Independent directors must attend meetings in person or provide written opinions if unable to attend [2] - The committee has the authority to propose remuneration standards and incentive plans for directors and senior management [3] Group 3 - The committee's decision-making process involves preparation by relevant departments, including financial indicators and performance evaluations [3][4] - The committee can hire external consultants for professional advice if necessary [4] - Decisions made by the committee must be reported to the board for approval [5] Group 4 - Meetings require a two-thirds quorum of committee members to proceed [5] - Each member has one vote, and decisions must be approved by a majority [5] - Confidentiality is mandatory for all committee members regarding meeting discussions and decisions [5]
苏州龙杰: 总经理工作细则
Zheng Quan Zhi Xing· 2025-07-13 16:09
苏州龙杰特种纤维股份有限公司 第一章 总则 第一条 为进一步完善公司法人治理结构,明确总经理的职权、职责,规范 总经理的行为,依据《公司法》和本公司章程,特制定本工作细则。 第二条 公司设总经理一名。 第三条 总经理对董事会负责,组织实施董事会决议,主持公司日常经营管 理工作。 第四条 总经理由董事会决定聘任或者解聘。 第五条 总经理每届任期三年,连聘可以连任。 第二章 总经理的职权 第六条 总经理行使下列职权: (一)主持公司的经营管理工作,组织实施董事会决议,并向董事会报告工 作; (二)组织实施公司年度经营计划和投资方案; (三)拟订公司内部管理机构设置方案; (四)拟订公司的基本管理制度; (五)制定公司的具体规章; (六)提请董事会聘任或者解聘公司副总经理及财务总监; (七)决定聘任或者解聘除应由董事会决定聘任或者解聘以外的负责管理人 员; (八)制定公司员工工资、福利和奖惩方案,年度调干和用工计划; (九)决定公司员工的聘用、升降级、加减薪、奖惩与辞退; (十)审批公司日常经营管理中的各项费用支出; (十一)在董事会授权额度内,决定公司财产的处置和固定资产的购置; (十二)在董事会授权额度内,审批 ...
每周股票复盘:XD陕鼓动(601369)陕鼓动力召开股东大会审议多项议案
Sou Hu Cai Jing· 2025-07-12 22:32
Core Viewpoint - The company, Xi'an Shaangu Power Co., Ltd., is undergoing significant governance changes, including the cancellation of its supervisory board and the introduction of new financial management strategies, which may impact its operational structure and financial performance [1][3][4]. Group 1: Company Announcements - The company announced the convening of its second extraordinary general meeting on July 25, 2025, to discuss several key proposals, including amendments to the company’s articles of association and the cancellation of the supervisory board [1][3]. - The company plans to purchase principal-protected financial products with a maximum daily balance limit of RMB 5.7 billion, sourced from its own funds, with a maximum investment period of 365 days [2][3]. - The company has decided to cancel the bank loan guarantee of EUR 68.376 million for Shaangu Power (Hong Kong) Co., Ltd. [2][3]. Group 2: Governance Changes - The company has proposed to amend its articles of association and eliminate the supervisory board, transferring its responsibilities to the audit committee of the board of directors [3][4]. - The company has nominated Ren Kun as a candidate for a non-independent director on the ninth board of directors, with the term starting from the date of approval at the general meeting [2][3]. - The company will repurchase and cancel 2,124,541 shares of restricted stock, resulting in a reduction of registered capital from RMB 1,725,599,033 to RMB 1,723,474,492 [2].
高测股份: 关于变更注册资本、取消监事会并修订《公司章程》、修订及制定部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-07-11 16:26
Summary of Key Points Core Viewpoint The announcement details the changes in the registered capital, the cancellation of the supervisory board, and the amendments to the company's articles of association and governance systems of Qingdao High Test Technology Co., Ltd. Group 1: Changes in Registered Capital - The registered capital of the company has been changed from RMB 546,743,918 to RMB 546,769,006 following the completion of the third vesting period of the 2021 restricted stock incentive plan, which allowed for the allocation of 25,088 shares [1][2] - The total number of shares increased from 546,743,918 to 546,769,006 shares due to the conversion of convertible bonds "High Test Convertible Bonds" starting from January 30, 2023, and additional conversions on June 27, 2025 [1][3] - The company plans to distribute a cash dividend of RMB 0.18000 per share and increase capital by 0.40000 shares per share from capital reserves, totaling a cash distribution of RMB 98,418,426.12 and an increase of 218,707,614 shares [1][2] Group 2: Cancellation of Supervisory Board and Amendments to Articles of Association - The company will no longer have a supervisory board, with the responsibilities of the supervisory board being transferred to the audit committee of the board of directors [1][3] - The amendments to the articles of association were made to comply with the latest laws and regulations, including the revised Company Law of the People's Republic of China [1][2] - The revised articles of association will be submitted for approval at the shareholders' meeting, and the management team is authorized to handle the necessary registration changes [1][3] Group 3: Governance System Amendments - The company has abolished the "Rules for Supervisory Board Meetings" and revised several governance systems to align with the latest legal requirements [1][2] - The proposed revisions and new systems have been approved by the board of directors and will require shareholder approval for certain items [1][3] - Full details of the revised governance systems will be disclosed on the Shanghai Stock Exchange website [1][2]
晶华微: 晶华微关于变更注册资本、调整利润分配政策、取消监事会并修订《公司章程》及修订、制定部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-11 16:25
Summary of Key Points Core Viewpoint The announcement details the changes in the registered capital, adjustments to the profit distribution policy, the cancellation of the supervisory board, and the amendments to the company's articles of association and governance systems. Group 1: Changes in Registered Capital - The company's total share capital increased from 92,974,389 shares to 120,891,094 shares following the implementation of the 2024 annual profit distribution plan, which involved a capital reserve conversion of 3 shares for every 10 shares held, without cash dividends or bonus shares [2][4]. - The registered capital changed from RMB 92,974,389 to RMB 120,891,094 as a result of these adjustments [2][4]. Group 2: Adjustments to Profit Distribution Policy - The company plans to adjust its profit distribution policy to further protect investor rights, in accordance with relevant laws and regulations, and to align with its actual development situation [2][3]. - Independent directors and the supervisory board have expressed support for the adjustments, stating that they comply with regulations and do not harm investor interests [3]. Group 3: Cancellation of Supervisory Board - The company will no longer have a supervisory board, with its functions being transferred to the audit committee of the board of directors, and relevant supervisory board regulations will be abolished [3][4]. - Amendments to the articles of association will reflect this change, along with updates to governance rules [4]. Group 4: Amendments to Articles of Association - The articles of association will be revised to enhance the corporate governance structure and ensure compliance with the latest legal and regulatory requirements [4][5]. - Specific amendments include changes to the registered capital clause and the roles of the legal representative and other governance aspects [5][6].
晶华微: 晶华微董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-07-11 16:25
Core Points - The document outlines the working rules for the Secretary of the Board of Directors of Hangzhou Jinghua Microelectronics Co., Ltd, detailing the responsibilities, qualifications, and procedures for appointment and dismissal of the board secretary [1][2][3]. Group 1: General Provisions - The company must have one board secretary who is a senior management personnel and must fulfill their duties diligently and faithfully [1]. - The board secretary acts as the designated liaison between the company and the stock exchange, handling information disclosure, corporate governance, and equity management [1]. Group 2: Qualifications - The board secretary must meet specific qualifications, including not having been publicly recognized as unsuitable for the role by the stock exchange or having faced public reprimands in the last three years [2]. Group 3: Responsibilities - The board secretary is responsible for managing information disclosure, ensuring compliance with disclosure regulations, and maintaining confidentiality of undisclosed significant information [4][5]. - The board secretary must assist in strengthening corporate governance mechanisms and manage investor relations [6]. Group 4: Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed by the board, with a requirement to sign a confidentiality agreement [8][9]. - If the board secretary cannot fulfill their duties for over three months, the company must appoint a new secretary within three months of the vacancy [10]. Group 5: Legal Responsibilities - The board secretary is subject to legal responsibilities and must adhere to laws, regulations, and the company's articles of association [11].