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攀钢集团钒钛资源股份有限公司第九届董事会第二十五次会议决议公告
Shang Hai Zheng Quan Bao· 2025-06-30 18:45
Core Viewpoint - The company held its 25th meeting of the 9th Board of Directors on June 27, 2025, where several key resolutions were passed, including the appointment of a new vice president and the proposal for board re-election and amendments to the company's articles of association [1][4][6]. Group 1: Board Resolutions - The company appointed Xu Cong as the new vice president, with a term aligned with the current Board of Directors [1][3]. - The board approved the proposal for the re-election of directors, which will be submitted to the upcoming shareholders' meeting [4][5]. - The board also approved amendments to the company's articles of association and related regulations, which will be presented at the shareholders' meeting [6][7]. Group 2: Shareholders' Meeting - The company will hold its 3rd extraordinary shareholders' meeting on July 18, 2025, combining on-site and online voting [8][9]. - The meeting's agenda includes several proposals that require special resolutions, needing at least two-thirds of the voting rights to pass [43][44]. - The voting will take place both in person and through the Shenzhen Stock Exchange's voting systems, with specific time slots designated for each [36][37][39]. Group 3: Company Governance Changes - The company plans to abolish the supervisory board after the current term, necessitating amendments to the articles of association [63]. - The company will repurchase and cancel 4,022,200 shares of restricted stock as part of its 2021 equity incentive plan, reducing the total share capital [62][63]. - The amendments to the articles of association and related governance documents are classified as special resolutions and will be subject to shareholder approval [66].
卓胜微: 第三届董事会提名委员会关于第三届董事会非独立董事候选人任职资格的审核意见
Zheng Quan Zhi Xing· 2025-06-30 17:06
江苏卓胜微电子股份有限公司第三届董事会提名委员会 关于第三届董事会非独立董事候选人任职资格的审查意见 根据《中华人民共和国公司法》 (简称"《公司法》")、 《深圳证券交易所上市 公司自律监管指引第 2 号——创业板上市公司规范运作》 (简称"《规范运作》")、 等法律法规、规范性文件和《江苏卓胜微电子股份有限公司章程》 (简称"《公司 章程》")的有关规定,作为江苏卓胜微电子股份有限公司(简称"公司")第三 届董事会提名委员会委员,我们对拟提交公司第三届董事会第十二次会议审议的 关于提名第三届董事会非独立董事候选人的相关议案进行了认真审阅,对董事候 选人的任职条件和任职资格等相关材料进行了审核,并发表如下意见: 近五日涨跌:4.24% 市盈率:36.61倍 特此公告。 江苏卓胜微电子股份有限公司董事会 提名委员会 相关ETF 消费电子ETF (产品代码:159732) ★ 跟踪:国证消费电子主题指数 经审查,我们认为:公司第三届董事会非独立董事候选人叶世芬先生具备《规 范运作》《公司章程》等规定的担任公司董事的资格和能力,符合相关法律法规 规定的任职资格等条件要求。上述候选人未受过中国证监会及其他有关部门的 ...
卓胜微: 独立董事工作规则
Zheng Quan Zhi Xing· 2025-06-30 17:06
江苏卓胜微电子股份有限公司 第一章 总 则 第一条 为保证江苏卓胜微电子股份有限公司(以下简称"公司" )规范运作和公司独立董事依 法行使职权,确保独立董事议事程序有效、合法,充分发挥独立董事的作用,维护公司和全体股东 的合法权益,根据《中华人民共和国公司法》(以下简称"《公司法》")、《上市公司独立董事管理办 法》和《江苏卓胜微电子股份有限公司章程》 (以下简称" 《公司章程》")等有关规定,制定本规则。 第五条 公司设独立董事占董事会成员的比例不得低于三分之一,其中至少包括 1 名会计专业 人士。 第二章 独立董事的任职条件 第六条 担任公司独立董事应当符合下列基本条件: (一)根据法律、行政法规及其他有关规定,具备担任公司董事的资格; 第二条 公司独立董事是指不在公司担任除董事外的其他职务,并与其所受聘的公司及其主要 股东、实际控制人不存在直接或间接利害关系,或者其他可能影响其进行独立客观判断关系的董事。 第三条 独立董事对公司及全体股东负有诚信与勤勉义务。独立董事应当按照相关法律、法规、 规范性文件、中国证券监督管理委员会(以下简称"中国证监会" )规定、公司上市的证券交易所业 务规则和《公司章程》的 ...
卓胜微: 董事和高级管理人员持有公司股份及其变动管理制度
Zheng Quan Zhi Xing· 2025-06-30 17:06
General Principles - The company establishes a management system for the shares held by its directors and senior management to maintain market order and comply with relevant laws and regulations [1][2] - This system applies to all shares held by directors and senior management, including those held in others' accounts and in margin trading [1] Share Transfer Management - Directors and senior management are prohibited from transferring shares under certain conditions, such as within one year of the company's stock listing or within six months after leaving the company [2][3] - They are also restricted from trading during specific periods, including 15 days before the annual and semi-annual reports and five days before quarterly reports [3][4] - A maximum of 25% of their total shares can be transferred in a year, with exceptions for certain circumstances [3][4] Information Reporting and Disclosure - Directors and senior management must report their shareholdings and any changes within two trading days and disclose this information on the company's designated website [7][8] - They are required to submit a written trading plan to the board secretary before buying or selling shares [15][16] - Any insider trading or violations must be reported to the relevant authorities [20][21] Account and Share Management - The company secretary is responsible for managing the data related to directors and senior management's shareholdings and ensuring compliance with reporting requirements [20][21] - Directors and senior management must consolidate multiple securities accounts into one and adhere to specific rules regarding the transfer of shares [22][23] - Shares held by directors and senior management are subject to automatic lock-up periods based on the company's listing status and other conditions [23][24] Additional Provisions - The management system will be updated in accordance with national laws and regulations, and the board of directors is responsible for its formulation and modification [29][30] - The system will take effect upon approval by the board of directors [31]
中铝国际: 中铝国际工程股份有限公司董事会议事规则(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-30 16:49
Core Points - The article outlines the rules and procedures for the board of directors of China Aluminum International Engineering Corporation, aiming to ensure effective governance and decision-making [1][2][3]. Group 1: General Provisions - The board of directors is established according to the law and is responsible for managing the company's assets and representing the company externally [1]. - The board operates under various legal frameworks, including the Company Law and Securities Law of the People's Republic of China [1]. Group 2: Board Committees - The board has established specialized committees, including the Strategy Committee, Risk Management Committee, Audit Committee, Compensation Committee, and Nomination Committee, to assist in its functions [2][4]. - Each committee is required to develop its own rules of procedure, which must be approved by the board [2]. Group 3: Responsibilities of Committees - The Strategy Committee is tasked with researching and advising on long-term strategies and major investment decisions, as well as monitoring their implementation [3][4]. - The Risk Management Committee focuses on assessing major risks and ensuring the integrity of the company's risk management system [4]. - The Audit Committee is responsible for reviewing financial information, supervising internal controls, and ensuring compliance with accounting standards [5][6]. Group 4: Meeting Procedures - The board meetings are categorized into regular and temporary meetings, with regular meetings held at least four times a year [11][12]. - A quorum for meetings requires the presence of more than half of the directors, including a majority of external directors [13][20]. - Decisions are made based on a majority vote, with each director having one vote [15][20]. Group 5: Documentation and Record Keeping - Detailed records of board meetings must be maintained, including attendance, agenda, and voting results [24][29]. - The board secretary is responsible for preserving meeting records as important company documents [32]. Group 6: Amendments and Effectiveness - The rules and any amendments take effect upon approval by the shareholders' meeting and serve as an attachment to the company's articles of association [26][27].
ST银江: 董事会印章使用管理办法(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:49
General Principles - The management measures for the use of the board seal of Yinjian Technology Co., Ltd. aim to maintain the legality, seriousness, and security of the seal's production, custody, and use to effectively protect the company's interests [1] - The board seal is defined as the special seal with legal effect for the board of directors [1] - The board seal is applicable to relevant documents of the board of directors, including but not limited to notifications, resolutions, explanations, and statements [1] - The chairman of the board is the supervisor of the management of the board seal, which is managed and used by the company's secretarial office as authorized by the chairman [1] Seal Production, Activation, and Deactivation - The production of the seal requires the chairman's signature approval, and the secretarial office is responsible for the process [2] - New seals must be properly stamped and samples preserved for future reference [2] - A notification must be issued prior to the activation of the seal, indicating the activation date, issuing unit, scope of use, and seal impression [2] Seal Custody - The seal is to be kept by a designated person in the secretarial office [3] - The seal must be stored in a secure location with confidentiality measures, and outside of working hours, it should be kept in a safe [3] - In the absence of the designated seal custodian, an authorized person must be appointed to manage the seal, with a formal handover process to ensure accountability [3] Seal Usage - The use of the seal requires an approval and registration process, including filling out a "Company Seal Application Form," which must be reviewed by the board secretary and signed by the chairman [4] - During the chairman's absence, the seal custodian must obtain consent via phone from the chairman or authorized person before using the seal [4] - The seal is generally not allowed to be taken out of the company, but if necessary, a "Seal Application Form" must be filled out and approved by the chairman [5] Legal Responsibilities - The seal custodian must safeguard the seal, and any loss must be reported to the chairman immediately [6] - All personnel must strictly follow the procedures outlined in this management measure when using the seal [6] - Violations of these regulations may result in disciplinary actions, economic penalties, or legal consequences depending on the severity of the situation [6] Supplementary Provisions - The board is responsible for interpreting and revising these measures, which take effect upon approval by the board [6] - These measures are effective from the date of approval by the board and will apply similarly during revisions [6]
ST银江: 董事、高级管理人员持有和买卖本公司股票管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:49
董事、高级管理人员持有和买卖本公司股票管理制度 银江技术股份有限公司 法》)、《上市公司董事和高级管理人员所持本公司股份及其变动管理规则》、 《深圳证券交易所上市公司自律监管指引第10号——股份变动管理》等法律、 法规、规范性文件以及《银江技术股份有限公司章程》(以下简称《公司章 程》)的规定,并结合公司实际情况,制定本制度。 第二条 本制度适用于公司董事、高级管理人员及本制度第二十四条规定 的自然人、法人或其他组织持有及买卖公司股票管理。 董事、高级管理人员持有和买卖本公司股票管理制度 (2025年6月修订) 第一章 总则 第一条 为加强银江技术股份有限公司(以下简称"公司")对董事、高级 管理人员持有及买卖本公司股票的管理工作,根据《中华人民共和国公司法》 (以下简称《公司法》)、《中华人民共和国证券法》(以下简称《证券 第六条 因公司公开或非公开发行股份、实施股权激励计划等情形,对董 董事、高级管理人员持有和买卖本公司股票管理制度 事、高级管理人员转让其所持本公司股份做出附加转让价格、附加业绩考核条 件、设定限售期等限制性条件的,公司应当在办理股份变更登记或行权等手续 时,向深圳证券交易所(以下简称"深 ...
ST银江: 董事会秘书工作细则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:49
General Provisions - The purpose of the guidelines is to standardize company behavior and clarify the responsibilities and authority of the board secretary, in accordance with relevant laws and regulations [2][3] Qualifications - The board secretary must possess necessary professional knowledge in finance, management, and law, have good personal and professional ethics, and hold a qualification certificate issued by the exchange [2][3] - Individuals with certain disqualifying conditions, such as administrative penalties from the China Securities Regulatory Commission (CSRC) or public reprimands from the stock exchange, are not eligible to serve as board secretary [3][4] Main Responsibilities - The board secretary is responsible for coordinating the company's information disclosure, managing investor relations, and ensuring compliance with relevant regulations [5][6] - The board secretary must maintain confidentiality regarding undisclosed significant information and report any leaks to the Shenzhen Stock Exchange [5][6] - The board secretary has the authority to access the company's financial and operational information and must be supported by the board and senior management in fulfilling their duties [6][7] Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed or dismissed by the board of directors [7][8] - The company must reappoint a new board secretary within three months after the previous one leaves [7][8] - The board must provide sufficient reasons for dismissing the board secretary and report the dismissal to the Shenzhen Stock Exchange [7][8] Legal Responsibilities - The board secretary is liable for damages caused by decisions that violate laws or regulations, unless they can prove they opposed the decision [9][10] - If the board secretary is found in violation of the guidelines, the board may recommend the cancellation of their qualification and impose penalties [9][10] Supplementary Provisions - If any part of these guidelines conflicts with national laws or regulations, the latter shall prevail [10] - The board is responsible for interpreting these guidelines, which take effect upon board approval [10]
青岛啤酒: 青岛啤酒股份有限公司董事会提名与薪酬委员会工作细则
Zheng Quan Zhi Xing· 2025-06-30 16:46
General Overview - The document outlines the rules and procedures for the Nomination and Remuneration Committee of Qingdao Beer Co., Ltd, aiming to enhance the efficiency and decision-making quality of the committee [2][3]. Committee Composition - The committee consists of five directors, with independent directors making up more than half of the members, and at least one member of a different gender [3]. - The committee members are appointed by the board of directors, and the term of the committee members aligns with their term as directors [3][4]. Committee Responsibilities - The committee is responsible for reviewing the board's structure, assessing the qualifications of director candidates, and proposing remuneration policies for directors and senior management [4][5]. - It also monitors the implementation of corporate governance policies and ensures compliance with legal and regulatory requirements [5][6]. Meeting Procedures - The committee holds regular meetings at least once a year and can convene special meetings as needed [6][7]. - Decisions require the presence of at least three members, and resolutions must be passed by a majority [7][8]. Reporting and Documentation - The committee must report its decisions or recommendations to the board, and all meeting records must be maintained for at least ten years [8][9]. - The committee is tasked with ensuring confidentiality regarding the matters discussed in meetings [9][10]. Diversity Policies - The company emphasizes the importance of diversity within the board and workforce, considering various factors such as age, cultural background, and professional experience [10][11]. - The Nomination and Remuneration Committee is responsible for monitoring and reviewing the effectiveness of these diversity policies [11][12].
罗欣药业: 第五届董事会第二十五次会议决议公告
Zheng Quan Zhi Xing· 2025-06-30 16:46
Group 1 - The board of directors held its 25th meeting, which was legally convened and attended by all five directors [1][2] - The board approved the proposal to appoint Mr. Zuo Min as an independent director, pending approval from the shareholders' meeting [2][3] - The board agreed to adjust the special committee members, with Mr. Zuo Min set to join the Strategic Committee and Compensation and Assessment Committee after his appointment [3][4] Group 2 - The board proposed to amend the company's articles of association to reduce the number of board members from six to five [4][5] - The board scheduled the third extraordinary general meeting of shareholders for July 16, 2025, to discuss the proposed changes [5]