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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].
晶华微: 晶华微公司章程
Zheng Quan Zhi Xing· 2025-07-11 16:25
Core Points - Hangzhou SDIC Microelectronic Inc. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [3][4] - The company was approved by the China Securities Regulatory Commission and listed on the Shanghai Stock Exchange on July 29, 2022, with an initial public offering of 16.64 million shares [3][4] - The registered capital of the company is RMB 1,208.91094 million [4] Chapter Summaries Chapter 1: General Provisions - The purpose of the articles is to protect the legal rights of the company, shareholders, employees, and creditors [3] - The company is registered in the Zhejiang Provincial Market Supervision Administration with a unified social credit code [3] - The legal representative of the company is the director who is elected by a majority of the board [4] Chapter 2: Business Objectives and Scope - The company's business objective is to enhance management efficiency and maximize economic benefits for shareholders [5] - The business scope includes research, development, production, and sales of microelectronic integrated circuits and related consulting services [5] Chapter 3: Shares - The company's shares are issued in the form of stocks, with each share having a face value of RMB 1 [6] - The company has issued a total of 12,089.1094 million shares, all of which are ordinary shares [6][7] - The company can provide financial assistance for others to acquire its shares under certain conditions, with a limit of 10% of the total issued capital [7] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, voting, and supervision of company operations [11] - The company must hold an annual shareholders' meeting and can hold temporary meetings under specific circumstances [49][50] - Shareholders holding more than 10% of shares can request a temporary shareholders' meeting [55] Chapter 5: Proposals and Notifications for Shareholders' Meetings - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [59] - Shareholders can submit proposals 10 days before the meeting [60] - Notifications for meetings must include details such as time, location, and agenda [62] Chapter 6: Conducting Shareholders' Meetings - The company must ensure the orderly conduct of shareholders' meetings and verify the legitimacy of shareholder qualifications [66][71] - The chairman of the board presides over the meeting, and if unavailable, a director is elected to preside [73] - Meeting records must be maintained, documenting attendance, discussions, and resolutions [78]
晶华微: 晶华微董事会提名委员会工作制度
Zheng Quan Zhi Xing· 2025-07-11 16:25
General Principles - The purpose of the work system is to improve the governance structure of Hangzhou Jinghua Microelectronics Co., Ltd. and to ensure the protection of shareholders' legal rights [2] - The Nomination Committee is a specialized committee under the Board of Directors, responsible for reporting its work to the Board [2] Composition of Members - The Nomination Committee consists of three directors, with independent directors making up the majority and serving as the convener [3] - Members must possess the necessary professional knowledge, experience, and good professional ethics to fulfill their responsibilities [3] - The term of the Nomination Committee members aligns with that of the directors, and they automatically lose their position if they resign or no longer meet the qualifications [3][4] Responsibilities and Authority - The Nomination Committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing candidates' qualifications [4] - The Committee makes recommendations to the Board regarding the nomination or dismissal of directors and the hiring or firing of senior management [4] Meeting Rules - Meetings are convened and chaired by the convener, and if the convener is unable to perform their duties, a member can be elected to take over [5] - Notifications for meetings must be sent at least three days in advance, but can be expedited in urgent situations [6] - A quorum requires the presence of at least two-thirds of the members, and decisions must be approved by a majority [7] Documentation and Confidentiality - Meeting records must be kept for at least ten years, detailing the date, attendees, agenda, and voting results [7][8] - All attendees are bound by confidentiality regarding the matters discussed in the meetings [8] Implementation and Amendments - The work system becomes effective upon approval by the Board and is subject to revision as necessary [9]
精工钢构: 精工钢构董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:13
Core Viewpoint - The article outlines the management system for the resignation of directors and senior management at Changjiang Jinggong Steel Structure (Group) Co., Ltd, emphasizing the need for compliance, transparency, and the protection of shareholder rights [2][3][4]. Group 1: General Principles - The resignation management system aims to ensure stability in corporate governance and protect the legal rights of the company and its shareholders [2]. - The system applies to directors and senior management resigning due to term expiration, voluntary resignation, dismissal, or other reasons [2]. - Key principles include legality, transparency, smooth transition, and protection of shareholder interests [2]. Group 2: Resignation Circumstances and Procedures - Directors and senior management can resign before their term ends, with written reports required for resignation [3]. - In certain situations, original directors must continue to perform their duties until new directors are elected [3]. - The company must complete the election of new directors within 60 days to ensure compliance with legal and regulatory requirements [3][4]. Group 3: Responsibilities and Obligations Post-Resignation - Resigned directors and senior management must not interfere with the company's operations or harm shareholder interests [6]. - Confidentiality obligations regarding trade secrets and insider information remain effective after resignation [6]. - Any public commitments made during their tenure must be fulfilled, and unfulfilled commitments must be reported before resignation [7]. Group 4: Accountability Mechanism - Directors and senior management who violate laws or regulations causing losses to the company may be held accountable, with potential recovery of damages [15]. - Those disputing accountability decisions can apply for a review within 15 days of notification [16]. Group 5: Supplementary Provisions - The system will be implemented in accordance with relevant laws and regulations, with the board of directors holding the authority for its interpretation and modification [18][19].
精工钢构: 精工钢构总裁工作细则
Zheng Quan Zhi Xing· 2025-07-11 16:13
Core Points - The article outlines the operational guidelines and responsibilities of the President and senior management of Changjiang Jinggong Steel Structure (Group) Co., Ltd [4][6][8] Group 1: General Provisions - The company is governed by the Company Law of the People's Republic of China and has established specific guidelines based on its actual situation [2][4] - The President is appointed by the Board of Directors and is responsible for executing the Board's decisions and reporting on work [4][5] Group 2: Powers and Responsibilities of the President - The President serves a term of three years and can be reappointed [5] - The President has the authority to manage production and operations, implement Board resolutions, and propose the appointment or dismissal of senior management [5][6] - The President is responsible for the company's internal management structure and basic management systems [5][6] Group 3: Financial Responsibilities - The financial officer is directly responsible for financial reporting, accounting policies, and financial information disclosure [7] - The financial officer must ensure the company's financial independence and report any irregularities to the Board [7][8] Group 4: Reporting and Accountability - The President must regularly report to the Board on the company's operational status, financial conditions, and significant contracts [6][8] - The President is liable for damages caused by negligence or violation of the Board's resolutions [8][9] Group 5: Meeting Procedures - The President's office meetings are held monthly, with the authority to convene temporary meetings as needed [9][10] - Meeting minutes must be accurately recorded and submitted to the Board [10]
精工钢构: 精工钢构董事会提名委员会实施细则
Zheng Quan Zhi Xing· 2025-07-11 16:13
第一章 总则 第一条 为进一步建立健全公司董事、高级管理人员的选择标准和程序,优 化董事会组成,完善公司治理结构,根据《公司法》、《上市公司治理准则》、 《上海证券交易所上市公司自律监管指引第 1 号——规范运作》、《公司章程》 及其他有关规定,公司特设立董事会提名委员会,并制定本实施细则。 长江精工钢结构(集团)股份有限公司 长江精工钢结构(集团)股份有限公司 董事会提名委员会实施细则 第二条 提名委员会是董事会按照《公司章程》设立的董事会专门工作机构, 主要负责对公司董事、高级管理人员的选择标准和程序进行审议并向董事会提出 建议,对董事会负责。 第二章 人员组成 第三条 提名委员会成员由 3 名董事组成,其中独立董事应当过半数并担任 召集人。 第四条 提名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三 分之一以上提名,并由董事会选举产生。 第五条 提名委员会设主任委员(召集人)一名,由独立董事委员担任,负 责主持提名委员会工作;主任委员由董事会任命。 第六条 提名委员会任期与董事会任期一致,委员任期届满,连选可以连任。 期间如有委员不再担任公司董事职务,自动失去委员资格,并由董事会根据本细 则的规 ...
通宝能源: 山西通宝能源股份有限公司总经理工作细则
Zheng Quan Zhi Xing· 2025-07-11 16:13
Core Points - The document outlines the operational guidelines and responsibilities of the management team led by the General Manager of Shanxi Tongbao Energy Co., Ltd, aiming to enhance efficiency and decision-making processes [1][2] Group 1: General Provisions - The General Manager is appointed or dismissed by the Board of Directors and is responsible for the company's daily operations [2] - The management team includes the General Manager, Deputy General Managers, Chief Accountant, Chief Engineer, and Chief Economist, all nominated by the General Manager and appointed by the Board [2] - The management team must adhere to national laws and the company's articles of association, fulfilling their duties with integrity and diligence [2] Group 2: Responsibilities and Authority of the General Manager - The General Manager has the authority to oversee safety production, implement board resolutions, and report on work progress [5] - Responsibilities include organizing annual business plans, proposing internal management structures, and establishing management systems [5][6] - The General Manager is also responsible for employee management, including hiring, firing, and determining compensation and benefits [5][7] Group 3: Management Team Responsibilities - Other management team members assist the General Manager and are responsible for specific areas such as finance, production, and internal controls [3] - They have the authority to suggest personnel changes and organize meetings within their departments [3][4] Group 4: Management Meetings - The management team holds monthly meetings to discuss significant operational matters, with decisions made collectively [4][5] - Meeting agendas are determined by the General Manager, and minutes are recorded and preserved for at least ten years [5][6] Group 5: Planning and Financial Management - The General Manager is tasked with developing long-term plans and annual budgets, which require board approval [6][7] - The company employs comprehensive budget management, with monthly analyses and adjustments based on market conditions [7][8] Group 6: Personnel and Compensation Management - The General Manager nominates candidates for key positions, which are then approved by the management team [7][8] - The General Manager is responsible for establishing compensation and welfare systems for employees, subject to management team approval [8][9] Group 7: Reporting System - The General Manager must report significant decisions and events to the Board of Directors and the Audit Committee [10] - Regular business reports include quarterly, mid-term, and annual updates, which must be submitted on time [10]
通宝能源: 山西通宝能源股份有限公司董事会审计委员会实施细则
Zheng Quan Zhi Xing· 2025-07-11 16:13
Core Points - The article outlines the implementation rules for the Audit Committee of Shanxi Tongbao Energy Co., Ltd, aimed at enhancing the board's decision-making and supervision over management [1][2] - The Audit Committee is responsible for ensuring compliance with laws and regulations, overseeing financial reporting, and evaluating internal and external audits [4][5] Group 1: General Provisions - The Audit Committee is established to strengthen the board's decision-making function and ensure effective supervision of management [1] - The committee consists of three directors who are not senior management, with a majority being independent directors [2][3] Group 2: Responsibilities of the Audit Committee - The main responsibilities include reviewing financial information, supervising external and internal audits, and evaluating internal controls [4][5] - The committee must approve significant financial disclosures and changes in accounting policies before submission to the board [12][13] Group 3: Meetings and Procedures - The Audit Committee is required to meet at least quarterly, with meetings convened by the chairperson [26][27] - Decisions are made by a majority vote, and members must disclose any conflicts of interest [29][30] Group 4: Reporting and Disclosure - The company must disclose the composition and professional background of the Audit Committee members [35] - Any significant issues identified by the committee must be reported to the board and disclosed to shareholders [37][38]
安通控股: 公司章程
Zheng Quan Zhi Xing· 2025-07-11 15:18
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while adhering to relevant laws and regulations [3][4] - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China [3][4] - The registered capital of the company is RMB 4,231,526,979 [3][4] Business Objectives and Scope - The company's business objective focuses on market demand, primarily in container shipping logistics, integrating various transportation resources driven by digital technology [5][6] - The approved business scope includes industrial investment, transportation services, logistics distribution, and consulting services [5][6] Shares - The company issues shares in the form of stocks, with each share having a nominal value of RMB 1 [7][8] - The total number of issued shares is 4,231,526,979, all of which are ordinary shares [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, as well as the right to request meetings and access company documents [13][14] - Shareholders are obligated to comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [40][41] Shareholder Meetings - The company holds annual and extraordinary 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 can participate [50][51] Decision-Making and Voting - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][81] - The company must ensure that all resolutions are recorded accurately and that the meeting proceedings are transparent [76][78]