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天山生物《公司章程》修订,多项条款变动引关注
Xin Lang Cai Jing· 2025-09-19 14:59
Core Points - The recent amendment to the Articles of Association of Tianshan Animal Husbandry Biotechnology Co., Ltd. aims to adapt to changes in laws and regulations, improve corporate governance structure, and enhance operational efficiency, which is significant for the company's future development [2] Group 1: Amendment Basis and Company Information - The revised Articles of Association are based not only on the Company Law but also include the Securities Law, Shenzhen Stock Exchange Growth Enterprise Market Listing Rules, and Guidelines for Articles of Association of Listed Companies [1] - The registered capital has been changed from 312.977396 million yuan to 239.778994 million yuan [1] Group 2: Corporate Governance Structure - The chapter regarding the supervisory board has been removed, indicating a major change in the governance structure [1] - The board of directors will consist of 9 members, including 1 chairman and 3 independent directors [1] - The regulations regarding the legal representative have been refined, stating that the resignation of the legal representative who is a director will require the company to appoint a new legal representative within 30 days [1] Group 3: Shareholders and Shareholders' Meeting - The rights and obligations of shareholders have been detailed, including new requirements for accessing accounting books and vouchers [1] - The powers of the shareholders' meeting have been adjusted, with the term "shareholders' meeting" standardized and new authorizations for issuing corporate bonds added [1] - Procedures for convening, notifying, and proposing matters for the shareholders' meeting have been optimized [1] Group 4: Directors and Board of Directors - Changes have been made to the terms, resignations, and duties of directors, including a new management system for director departures [1] - The decision-making authority of the board regarding external investments and guarantees has been further clarified, requiring collective decision-making for significant matters [1] - Adjustments have been made to the procedures for board meetings, including notification and voting, with new responsibilities for directors regarding board resolutions [1] Group 5: Senior Management - The titles of senior management have been adjusted, clarifying the nomination and appointment methods for the board secretary and other senior managers [1] - Responsibilities and obligations of senior management have been emphasized, with more comprehensive provisions for compensation for losses caused to the company [1] Group 6: Financial and Profit Distribution - The disclosure of financial reports has been clarified, specifying the timeline and basis for submitting annual and interim reports to regulatory bodies [1] - Adjustments have been made to the profit distribution policy, emphasizing cash dividends while considering the opinions of minority shareholders [1] Group 7: Other Important Amendments - The internal audit system has been improved, detailing the leadership structure and responsibilities of the internal audit department [1] - Updates have been made to the methods of notification and information disclosure, including delivery dates and media [1] - Procedures and announcement methods for company mergers, divisions, and capital reductions have been adjusted, with new provisions for reducing registered capital to cover losses [1]
中铁特货物流股份有限公司2025年第二次临时股东会决议公告
Core Points - The company held its second extraordinary general meeting of shareholders in 2025, where all proposed resolutions were approved without any objections [1][12][27]. Meeting Details - The meeting was held on September 18, 2025, at 14:30, in the conference room of China Railway Special Cargo Company, located at 24 Yaziqiao Road, Xicheng District, Beijing [4][7]. - A total of 393 shareholders and representatives attended the meeting, representing 3,736,747,593 shares, which is 84.0768% of the total voting shares [10][41]. Voting Method - The meeting utilized a combination of on-site and online voting methods [2][6]. - Online voting was conducted through the Shenzhen Stock Exchange trading system and internet voting system on the same day [5][38]. Resolutions Passed - The following key resolutions were passed: 1. Amendment of the Articles of Association, resulting in the dissolution of the supervisory board, with its functions transferred to the audit committee of the board [12][13]. 2. Revision of the rules for shareholder meetings, board meetings, and independent director work systems [14][16][18]. 3. Approval of the company's 2025 semi-annual profit distribution plan, with 99.9196% of votes in favor [27][52]. Legal Compliance - The meeting's procedures, including the notice and convening, were confirmed to comply with relevant laws and regulations, ensuring the legality of the resolutions passed [28][54].
ST路通董事会决议:拟修订公司章程,监事会提请罢免两董事引关注
Xin Lang Cai Jing· 2025-09-18 15:31
ST路通(维权)于2025年9月18日以通讯表决方式召开第五届董事会第十五次会议,本次会议应出席董 事5名,实际出席董事5名,会议及通过的决议合法有效。 声明:市场有风险,投资需谨慎。 本文为AI大模型基于第三方数据库自动发布,任何在本文出现的信 息(包括但不限于个股、评论、预测、图表、指标、理论、任何形式的表述等)均只作为参考,不构成 个人投资建议。受限于第三方数据库质量等问题,我们无法对数据的真实性及完整性进行分辨或核验, 因此本文内容可能出现不准确、不完整、误导性的内容或信息,具体以公司公告为准。如有疑问,请联 系biz@staff.sina.com.cn。 责任编辑:小浪快报 本次会议主要审议了三项重要议案: 1.《关于修订 <公司章程> 及配套制度的议案》 :依据《中华人民 共和国公司法》等一系列法律法规及规范性文件的最新规定,结合公司实际情况,公司拟对监事会进行 改革,并对《公司章程》相关条款及配套制度予以修订完善。该议案表决结果为5票同意,0票反对,0 票弃权,尚需提交公司2025年第二次临时股东会审议,具体召开时间、地点及安排另行通知。 2.《关于 召开2025年第二次临时股东大会审议 <监事 ...
陕西金叶科教集团股份有限公司 八届董事局第十一次会议决议公告
登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码:000812 证券简称:陕西金叶 公告编号:2025-47号 陕西金叶科教集团股份有限公司 八届董事局第十一次会议决议公告 本公司及董事局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。 陕西金叶科教集团股份有限公司(简称"公司"或"本公司")八届董事局第十一次会议于2025年9月5日以 书面送达、电子邮件等方式发出会议通知,于2025年9月17日在公司第三会议室召开。会议应参加董事9 人,实际参加董事8人,董事邵卫先生由于工作原因未能出席会议,委托董事舒奇先生代为出席会议并 代为行使表决权。会议由公司董事局主席、总裁袁汉源先生主持。公司监事和高级管理人员列席了会 议。会议的召集召开符合《公司法》和《公司章程》的有关规定。 会议审议并通过了全部议案,表决情况如下: 一、《关于取消监事会并修订〈公司章程〉的议案》 根据《公司法》《深圳证券交易所股票上市规则》《关于新〈公司法〉配套制度规则实施相关过渡期安 排》等相关法律法规、规范性文件的规定,公司拟取消监事会,由董事局审计委员会行使《公司法》规 定的监事会职权,《监事会 ...
北方联合出版传媒(集团)股份有限公司2025年第一次临时股东会决议公告
Core Points - The company held a shareholders' meeting on September 16, 2025, with all procedures and voting methods compliant with relevant laws and regulations [2][5]. - The meeting was chaired by the company's chairman, Zhang Dongping, and attended by all seven current directors [2][4]. - A key resolution to amend certain provisions of the company's articles of association was passed with over two-thirds of the voting rights in favor [3][5]. Group 1 - The shareholders' meeting adopted a combination of on-site and online voting methods [2]. - The meeting was legally witnessed by Beijing Yingke (Shenyang) Law Firm, with lawyers present to ensure compliance [4]. - The resolution passed at the meeting is considered legally valid and effective under applicable laws [5].
上海开创国际海洋资源股份有限公司2025年第一次临时股东大会决议公告
Group 1 - The first extraordinary general meeting of shareholders for 2025 was held on September 16, 2025, at the company's office in Shanghai [2][5] - The meeting was convened by the board of directors and chaired by Chairman Wang Haifeng, utilizing both on-site and online voting methods, complying with relevant laws and regulations [2][3] - All proposed resolutions, including amendments to the Articles of Association and the Rules of Procedure for Shareholders' Meetings, were approved with more than two-thirds of the voting rights represented [3][4] Group 2 - The meeting had full attendance from the board of directors, with all 9 directors and 3 supervisors present, along with the board secretary and some senior executives [3][4] - The legal proceedings of the meeting were witnessed by Shanghai Dongfang Huayin Law Firm, confirming that all procedures and resolutions were in accordance with the law [4]
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
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]
华东建筑集团修订公司章程,明确多项重要规定
Xin Lang Cai Jing· 2025-09-16 12:52
Core Viewpoint - The East China Construction Group Co., Ltd. has revised its company charter during the first extraordinary general meeting of shareholders in 2025, detailing regulations on organizational behavior, shareholder rights, and management practices [1]. Share Capital Regulations - The total number of shares is 97,033.8659 million, all of which are ordinary shares. The company adheres to principles of openness, fairness, and justice in share issuance, ensuring equal rights among similar shares. The company can increase capital through various means and may reduce registered capital or repurchase shares under specific circumstances. Share transfers are restricted, particularly for directors and senior management [2]. Shareholders and Shareholder Meetings - The company maintains a shareholder register based on securities registration, with shareholders enjoying rights and obligations according to their share categories. The shareholder meeting is the power institution of the company, responsible for significant decisions such as electing directors and reviewing profit distribution plans. There are annual and extraordinary shareholder meetings, each with different approval standards for transactions and related party transactions [3]. Board of Directors - The board consists of nine directors, including three independent directors and one employee director. The board is accountable to the shareholder meeting and has multiple powers, including convening meetings and executing resolutions. The chairman is elected by a majority of the board and presides over meetings. Various specialized committees are established under the board with defined responsibilities [4]. Senior Management - The company has senior management positions, including a president, financial director, and board secretary, who must adhere to the same restrictions and obligations as directors. The president is responsible to the board and oversees the company's operational management [5]. Financial Accounting and Profit Distribution - The company has established a comprehensive financial accounting system and is required to disclose various reports timely. Profit distribution can be in cash or stock, with clear principles, periods, and ratios defined. Adjustments to profit distribution policies must meet specific conditions and follow designated procedures [6]. Other Important Regulations - The company has regulations regarding mergers, divisions, capital increases, reductions, dissolution, and liquidation, as well as protocols for party organizations, trade unions, social responsibilities, and emergency responses. The company’s party committee plays a preliminary role in decision-making, and it actively assumes social responsibilities while establishing mechanisms for safe production and effective emergency handling [7]. The revision of the company charter aims to further standardize the organization and behavior of the East China Construction Group, safeguarding the legal rights of shareholders and the company, and laying a solid foundation for sustainable development [7].
辽宁和展能源集团股份有限公司2025年第二次临时股东会决议公告
Meeting Overview - The second extraordinary general meeting of shareholders for 2025 was held on September 15, 2025, at 14:00, combining on-site and online voting methods [3][5][6] - A total of 86 shareholders attended the meeting, representing 304,645,275 shares, which is 36.9360% of the total voting shares [8] Voting Results - The proposal to amend the company's articles of association was approved with 293,214,425 votes in favor, accounting for 96.2478% of the valid votes [14] - The proposal to revise and establish governance systems was also approved, with individual sub-proposals receiving significant support, such as the amendment to the shareholders' meeting rules, which garnered 96.5430% approval [16][18] Legal Compliance - The meeting's procedures, participant qualifications, and voting processes were confirmed to comply with relevant laws and regulations, ensuring the validity of the voting results [33]
广州达安基因股份有限公司2025年第三次临时股东会决议公告
Core Points - The company held its third extraordinary general meeting of shareholders on September 15, 2025, with no resolutions being rejected [1][2] - The meeting was conducted through a combination of on-site and online voting [3] Meeting Details - The meeting took place at 14:30 on September 15, 2025, at the company's lecture hall in Guangzhou [4][5] - A total of 723 shareholders and their authorized representatives attended, representing 461,356,913 shares, which is 32.8732% of the total shares [6][22] - The meeting was legally compliant with relevant laws and regulations [5][20] Voting Results - The following resolutions were passed: 1. Amendment to the Articles of Association: Approved by 450,940,523 shares (97.7422% of votes) [9][26] 2. Revision of Board Meeting Rules: Approved by 451,794,639 shares (97.9274% of votes) [10][27] 3. Revision of Shareholder Meeting Rules: Approved by 451,805,532 shares (97.9297% of votes) [11][28] - The voting results indicate a significant majority in favor of the proposed amendments, with a notable dissent from minority investors on some resolutions [9][10][11] Legal Opinion - The legal opinion provided by the law firm confirmed that the meeting's procedures, participant qualifications, and voting processes were in accordance with the law [13][30]