公司治理制度修订
Search documents
南京高科股份有限公司 关于召开2025年第一次临时股东会的通知
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-19 00:24
Core Viewpoint - Nanjing Gaoke Co., Ltd. has decided to cancel its supervisory board and amend its articles of association, transferring the supervisory board's powers to the audit committee of the board of directors, and expanding the board from 7 to 9 members [1][3]. Group 1: Board Resolutions - The board meeting was held on September 18, 2025, with all 7 directors present, and the resolution to cancel the supervisory board was passed unanimously [1]. - The company will revise its governance systems in accordance with the latest laws and regulations, including the amended Company Law and related guidelines [3]. - The board has nominated Mr. Wu Quan as a non-independent director candidate, pending approval at the upcoming shareholders' meeting [4]. Group 2: Shareholders' Meeting - The first extraordinary shareholders' meeting of 2025 is scheduled for October 29, 2025, at 14:00 [8][11]. - The meeting will adopt a combination of on-site and online voting methods, utilizing the Shanghai Stock Exchange's voting system [11][13]. - Shareholders must register for the meeting by October 27, 2025, and can delegate representatives to attend and vote on their behalf [19][20]. Group 3: Employee Representative Director - The company has elected Mr. Gao Feng as the employee representative director, effective from the date the shareholders approve the cancellation of the supervisory board [25][28].
山西美锦能源股份有限公司 十届四十三次董事会会议决议公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-18 04:15
证券代码:000723 证券简称:美锦能源 公告编号:2025-104 债券代码:127061 债券简称:美锦转债 山西美锦能源股份有限公司 十届四十三次董事会会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚假记载、误导性陈述或重大遗 漏。 一、召开会议基本情况 山西美锦能源股份有限公司(以下简称"公司")十届四十三次董事会会议通知于2025年9月12日以通讯 形式发出,会议于2025年9月17日10:00以现场形式在山西省太原市清徐县清泉西湖公司办公大楼会议室 召开。本次会议应参加表决董事9人,包括3名独立董事,实际参加表决董事9人。会议由董事长姚锦龙 先生主持,公司监事及高管人员列席了本次会议。会议的召开和表决程序符合《中华人民共和国公司 法》《中华人民共和国证券法》及《公司章程》的有关规定。经与会董事审议,一致通过如下议案。 二、会议审议事项 1、审议并通过《关于取消监事会暨修订〈公司章程〉的议案》 登录新浪财经APP 搜索【信披】查看更多考评等级 根据《中华人民共和国公司法》《关于新〈公司法〉配套制度规则实施相关过渡期安排》《上市公司章 程指引》《深圳证券交易所股票上市规 ...
山西美锦能源股份有限公司
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-18 04:15
三、修订、制订部分公司治理制度的情况 ■ 除上述提及情况及条款修订外,《公司章程》的其他内容不变。上述变更最终以工商登记机关核准的内 容为准。 该事项尚须提交公司股东会审议,且此事项为特别决议事项,需经出席股东会的股东所持有表决权股份 总数的三分之二以上通过。同时提请股东会授权公司管理层或其授权代表办理《公司章程》的工商变更 登记备案等相关事项,相关变更以工商行政管理部门最终核准、登记情况为准。 修订后的《公司章程》《股东会议事规则》《董事会议事规则》《独立董事制度》《关联交易管理办 法》《对外担保管理制度》《重大投资管理制度》及新增制订的《董事、高级管理人员薪酬管理制度》 尚需提交股东会审议后生效。 修订后的《公司章程》及修订、制订后的公司部分治理制度全文刊登在巨潮资讯网,敬请投资者查阅。 特此公告。 山西美锦能源股份有限公司董事会 2025年9月17日 为全面贯彻落实最新法律法规的要求,确保公司治理与监管规定保持同步,进一步规范公司运作机制, 提升公司治理水平,根据《上市公司章程指引》《深圳证券交易所股票上市规则》《深圳证券交易所上 市公司自律监管指引第1号一一主板上市公司规范运作》等最新法律法规、规范性 ...
营口金辰机械股份有限公司 关于修订公司部分治理制度的公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-18 04:13
Group 1 - The company revised its governance system to align with the latest legal and regulatory requirements, aiming to enhance operational mechanisms and governance standards [1][30] - The board of directors approved the revisions during the 16th meeting of the 5th board on September 17, 2025 [1][22] Group 2 - The company provided a guarantee to its wholly-owned subsidiary, JINCHEN SG PTE.LTD., with a guarantee amount not exceeding USD 940,000, approximately RMB 66.75 million [4][5] - The guarantee is intended to support the subsidiary's sales contract performance and is valid for 12 months from the board's approval date [5][8] - The company has no overdue external guarantees and the total external guarantee amount is RMB 90 million, accounting for 3.52% of the latest audited net assets [8][24] Group 3 - The company decided to use its own funds to pay for part of the fundraising project costs and will replace these with the raised funds on a one-to-one basis [10][18] - The total amount raised from the issuance of shares was approximately RMB 999.99 million, with a net amount of RMB 979.83 million after deducting issuance costs [10][12] - The adjustment of the fundraising project allocation was approved to accommodate the actual net amount raised, with specific projects receiving revised funding amounts [13][14] Group 4 - The board meeting on September 17, 2025, was conducted legally and effectively, with all directors present and voting unanimously in favor of the proposals [22][25] - The board's decisions included the approval of the guarantee to the subsidiary, the use of self-funds for project payments, and the revision of governance systems [24][27][30]
大唐电信科技股份有限公司 第九届董事会第九次会议决议公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-18 04:13
Group 1 - The board of directors of Datang Telecom Technology Co., Ltd. held its ninth meeting and approved the proposal to cancel the supervisory board and amend the company's articles of association [6][34][59] - The meeting was conducted in accordance with the Company Law of the People's Republic of China and the company's articles of association [2][29] - All seven directors attended the meeting, and the proposal received unanimous approval [5][7] Group 2 - The board also approved several governance documents, including the rules for shareholder meetings, board meetings, and independent directors' work systems, all of which require further approval from the shareholders' meeting [9][11][15][19][21][23] - A second extraordinary shareholders' meeting is scheduled for October 13, 2025, to discuss the approved proposals [26][38] Group 3 - The company is implementing changes to comply with the new Company Law and the latest guidelines from the China Securities Regulatory Commission, which includes the cancellation of the supervisory board and the introduction of employee directors [59][60] - The amendments to the articles of association are aimed at aligning with regulatory requirements and improving corporate governance [60]
营口金辰机械股份有限公司关于修订公司部分治理制度的公告
Shang Hai Zheng Quan Bao· 2025-09-17 20:46
Group 1 - The company revised part of its governance system to align with the latest laws and regulations, aiming to enhance its operational mechanisms and governance standards [1][28] - The board of directors approved the revisions during the 16th meeting of the fifth board on September 17, 2025 [1][20] Group 2 - The company provided a guarantee for its wholly-owned subsidiary, JINCHEN SG PTE.LTD., with a guarantee amount not exceeding USD 940,000, approximately RMB 66.75 million [4][5] - The guarantee is intended to support the subsidiary's sales contract performance and is valid for 12 months from the board's approval date [5][8] - The company has no overdue external guarantees and the total external guarantee amount is RMB 90 million, which is 3.52% of the latest audited net assets [8][6] Group 3 - The company decided to use its own funds to pay part of the investment project costs and replace them with raised funds, which is expected to improve operational efficiency [10][16] - The total amount raised from the issuance of shares was approximately RMB 999.99 million, with a net amount of RMB 979.83 million after deducting issuance costs [11][12] - The board approved the use of self-funds for the "Malaysia Production Base Project" to ensure stable cash flow and reduce financial costs [13][14] Group 4 - The board meeting on September 17, 2025, was conducted legally and effectively, with all seven directors present [22][20] - The board unanimously approved the proposals regarding the guarantee for the subsidiary, the use of self-funds for investment projects, and the revision of governance systems [25][26][28]
永艺家具股份有限公司2025年第一次临时股东大会决议公告
Shang Hai Zheng Quan Bao· 2025-09-17 20:39
Group 1 - The company held its first extraordinary general meeting of shareholders on September 17, 2025, with no resolutions being rejected [2] - The meeting was convened in accordance with the Company Law and the Articles of Association, and was presided over by the chairman, Mr. Zhang Jiayong, using a combination of on-site and online voting [2][3] - All current directors and supervisors attended the meeting, ensuring full representation [3] Group 2 - The meeting approved several resolutions, including the cancellation of the supervisory board and amendments to the Articles of Association [4][5] - Various internal governance systems were revised and approved, including rules for shareholder meetings, board meetings, and independent director work systems [5][6] Group 3 - The company confirmed the legality and validity of the meeting's procedures and voting results through a witnessing lawyer from Zhejiang Tiance Law Firm [7] - The company held its first employee representative meeting on the same day, where it removed a representative supervisor and elected a new employee representative director [9][10] Group 4 - The ninth meeting of the fifth board of directors was also held on September 17, 2025, where all directors were present and the meeting was deemed valid [15] - The board elected Mr. Zhang Jiayong as the representative director for executing company affairs and confirmed the members of the audit committee [16][18] Group 5 - The board approved the establishment of a strategic and sustainable development committee, electing Ms. Zha Lingling as a member [20] - Multiple internal governance documents were revised and approved to enhance the company's governance structure and compliance with legal requirements [36][37]
辰欣药业股份有限公司2025年第二次临时股东大会决议公告
Shang Hai Zheng Quan Bao· 2025-09-16 19:19
Meeting Overview - The second extraordinary general meeting of shareholders was held on September 16, 2025, at the company's office in Jining, Shandong Province [2] - The meeting was convened by the board of directors and chaired by Chairman Du Zhenxin, utilizing a combination of on-site and online voting methods [2][3] Attendance and Voting - All current directors (9) and supervisors (3) attended the meeting, along with the board secretary and other senior management [3][4] - No resolutions were rejected during the meeting [2] Resolutions Passed - The following key resolutions were approved: - Amendments to the Articles of Association and its attachments [3] - Amendments to the Rules of Procedure for Shareholders' Meetings [3] - Amendments to the Rules of Procedure for Board Meetings [4] - Amendments to the Independent Director Work System [4] - Establishment of Implementation Details for Cumulative Voting System [4] - Amendments to the Decision-Making System for External Guarantees [4] - Amendments to the Management System for the Appointment of Accounting Firms [4] - Establishment of the Compensation Management System for Directors and Senior Management [4] - Establishment of Behavior Norms for Controlling Shareholders and Actual Controllers [4] - Amendments to the Related Party Transaction Decision-Making System [5] - Amendments to the Fundraising Management Measures [5] - Abolishment of the Rules of Procedure for Supervisory Meetings [5] - Resolution to abolish the supervisory board and supervisors [5] - Resolution to permanently supplement remaining funds from fundraising projects into working capital [5] Legal Verification - The meeting was witnessed by lawyers from Shandong Guoyao Qindao (Jinan) Law Firm, confirming that the meeting's procedures complied with relevant laws and regulations [6] - The legal opinion concluded that the qualifications of the convenor and attendees were valid, and the voting procedures and results were lawful and effective [6]
山东邦基科技股份有限公司 第二届董事会第十五次会议决议公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-16 02:11
Core Points - The company, Shandong Bangji Technology Co., Ltd., is convening its third extraordinary general meeting of shareholders in 2025 on October 9, 2025 [2][54] - The meeting will be held at the company's office in Qingdao, and both on-site and online voting will be available [2][3] - The board of directors has approved several governance-related proposals that will be submitted for shareholder approval at the upcoming meeting [21][54] Meeting Details - The meeting will take place on October 9, 2025, at 10:00 AM [2] - The location for the on-site meeting is the 13th floor of Platinum Square A, No. 5 Wenling Road, Laoshan District, Qingdao [2] - Voting will be conducted through the Shanghai Stock Exchange's online voting system, with specific time slots for trading platform voting [3] Voting Procedures - Shareholders must complete voting on all proposals before submission [8] - The company will utilize a reminder service to ensure that small and medium-sized investors are informed about the meeting and voting [9] Attendance and Registration - Shareholders registered with the China Securities Depository and Clearing Corporation Limited are entitled to attend the meeting [10] - Registration for attendance must be completed by September 30, 2025, with specific documentation required [13][14] Governance Proposals - The board has proposed the cancellation of the supervisory board and amendments to the company's articles of association, which will be subject to shareholder approval [23][54] - Several governance documents, including rules for shareholder meetings and board meetings, have been revised and will also be presented for approval [27][28][30][32][34][36][38][40][42][44][46][48][50][52]
中天服务股份有限公司2025年第一次临时股东大会决议公告
Shang Hai Zheng Quan Bao· 2025-09-15 21:15
Group 1 - The company held its first extraordinary general meeting of shareholders in 2025 on September 15, 2025, with both on-site and online voting options available [3][4][5] - A total of 52 shareholders participated through online voting, representing 115,223,886 shares, which accounts for 35.2255% of the total voting shares [6] - The meeting did not encounter any rejected proposals, and no changes were made to previously approved resolutions [2] Group 2 - The following proposals were approved during the meeting: 1. Revision of the Articles of Association, with 99.9485% approval [10] 2. Revision of the Independent Director Work System, with 99.9485% approval [12] 3. Revision of the Fund Management System, with 99.9485% approval [14] 4. Revision of the Related Party Transaction Management System, with 99.9485% approval [16] 5. Revision of the External Guarantee Management System, with 99.9477% approval [19] 6. Revision of the Cumulative Voting System Implementation Rules, with 99.9477% approval [21] 7. Proposal for equity purchase and related party transactions, with 99.7127% approval [23] Group 3 - The legal opinion provided by Zhejiang Tian Ce Law Firm confirmed that the meeting's procedures complied with relevant laws and regulations, and the voting results were valid [27] - The company announced the election of Gao Yang as the employee representative director of the sixth board of directors, with his term aligned with the board's duration [74]