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嘉事堂: 第七届董事会第十六次临时会议决议公告
Zheng Quan Zhi Xing· 2025-06-30 16:46
Group 1 - The company held its 16th temporary board meeting on June 30, 2025, with all 9 directors present and voting [1][2] - The board unanimously approved the proposal to amend the company's articles of association and related rules, which will be submitted for shareholder approval [1][2] - The company plans to revise the Independent Director Working System to align with legal requirements and business needs [2][3] Group 2 - The company has scheduled its second temporary shareholder meeting for July 16, 2025, in compliance with legal and regulatory requirements [3] - The decision to hold the shareholder meeting was also unanimously approved by the board [3]
永安行: 永安行:独立董事提名人声明(永安行)
Zheng Quan Zhi Xing· 2025-06-30 16:45
Core Viewpoint - The nomination of Jiang Bing as an independent director candidate for the fifth board of Yong'anxing Technology Co., Ltd. has been made, with the nominee meeting all necessary qualifications and independence requirements [1][2][3]. Summary by Sections Nomination and Qualifications - Jiang Bing has been nominated as an independent director candidate and has agreed to the position, having a background that includes over five years of relevant work experience in law, economics, finance, or management [1][2]. - The nominee holds an independent director qualification certificate as per relevant regulations [1]. Compliance with Regulations - The nominee's qualifications comply with various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies [1][2]. - The nominee is not involved in any relationships that could affect independence, such as being a major shareholder or having significant business dealings with the company [2][3]. Independence Criteria - The nominee does not fall under any disqualifying conditions, such as holding positions in related companies or having significant financial ties to the company [2][3]. - The nominee has no adverse records in the last 36 months, including no administrative or criminal penalties from the China Securities Regulatory Commission [3]. Additional Information - The nominee has not served as an independent director in more than three domestic listed companies and has not served in Yong'anxing Technology Co., Ltd. for more than six years [3]. - The nomination has been verified by the nomination committee of the board, confirming that there are no conflicts of interest [3][4].
金逸影视: 独立董事年报工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:45
Core Viewpoint - The document outlines the work system for independent directors at Guangzhou Jinyi Media Corporation, emphasizing their role in the preparation and disclosure of the annual report, as well as their responsibilities in ensuring compliance with relevant regulations and protecting the interests of minority shareholders [2][4]. Group 1: Responsibilities of Independent Directors - Independent directors are required to actively participate in training organized by regulatory bodies regarding annual report requirements [2]. - They must listen to reports on the company's annual operations and significant matters, providing feedback and suggestions [3]. - Independent directors are responsible for reviewing the annual audit arrangements and related materials before the audit begins [3][6]. Group 2: Communication and Reporting - The management must report the company's operational status and significant financing activities to independent directors within 15 days after the end of each fiscal year [3]. - Independent directors should meet with the annual audit accountants to discuss the audit plan and any issues discovered during the audit process [6][7]. - They are required to prepare and disclose an annual performance report that highlights their duties, focusing on internal controls and the protection of minority shareholders' rights [4][6]. Group 3: Compliance and Oversight - Independent directors must ensure that the company discloses all necessary information in the annual report and may independently hire external audit firms if there are disagreements on specific matters [6][7]. - They are obligated to maintain confidentiality during the annual report preparation and must not trade company shares within specified periods [7]. - The company must provide necessary conditions for independent directors to perform their duties effectively, and any obstruction must be reported to the board and relevant regulatory authorities [5][7].
安克创新: 第三届董事会第二十九次会议决议公告
Zheng Quan Zhi Xing· 2025-06-30 16:45
Group 1 - The company held its 29th meeting of the third board of directors on June 27, 2025, with all 9 directors present, confirming the legality and validity of the meeting [1] - The board approved the proposal for the election of the fourth board of non-independent directors, with candidates including Yang Meng, Zhao Dongping, Zhu Fanghao, Xiong Kang, and Lian Meng [2][3] - The term for the fourth board of directors will last three years from the date of election at the second extraordinary general meeting of shareholders in 2025 [3] Group 2 - The board also approved the proposal for the election of independent directors, nominating Li Congliang, Yi Xuan, and Han Xi as candidates [2][3] - The remuneration plan for the fourth board of directors was discussed, with non-independent directors receiving an annual allowance of 60,000 yuan and independent directors receiving 84,000 yuan [5] Group 3 - The company plans to abolish the supervisory board, transferring its powers to the audit committee of the board, and will revise the articles of association accordingly [6] - The board approved the proposal to purchase liability insurance for the company and its directors and senior management, with a total insurance limit of 50 million yuan per year and a premium not exceeding 500,000 yuan [8] Group 4 - A three-year shareholder dividend return plan for 2025-2027 was proposed to enhance shareholder return mechanisms [9] - The board proposed to reappoint KPMG Huazhen as the financial and internal control audit institution for the year 2025 [9] Group 5 - The company plans to use up to 1 billion yuan of temporarily idle raised funds for cash management, focusing on safe and liquid financial products [10] - The board approved adjustments to the grant prices of restricted stock incentive plans for 2022, 2023, and 2024 [11] Group 6 - The board approved the vesting of restricted stocks for 249 individuals under the 2022 incentive plan, totaling 1,441,268 shares, and for 144 individuals under the 2023 plan, totaling 1,188,652 shares [12][13] - The board also approved the cancellation of unvested restricted stocks for individuals who have left the company [14] Group 7 - The company plans to hold its second extraordinary general meeting of shareholders on July 16, 2025, to review the relevant matters [15]
华东医药: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-06-30 16:45
华东医药股份有限公司 第一章 总则 第一条 为规范华东医药股份有限公司(以下简称"公司"或"本公司")的公司行 为,明确董事会秘书的职责权限,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《证券法》)、《深圳证券交易所股 票上市规则》(以下简称《上市规则》)、《华东医药股份有限公司章程》(以下简称 "公司章程")及其他有关规定,制定本工作细则。 第二条 董事会秘书为公司的高级管理人员,对董事会负责。法律、行政法规、部门 规章、《上市规则》及公司章程等对公司高级管理人员的有关规定,适用于董事会秘书。 第二章 任职资格 第三条 董事会秘书应当具备履行职责所必需的财务、管理、法律专业知识,具有良 好的职业道德和个人品德,并取得证券交易所颁发的董事会秘书资格证书。 第四条 有下列情形之一的人士不得担任公司董事会秘书: (一)《上市规则》第 4.3.3 条规定的不得担任上市公司董事、高级管理人员的情形; (二)最近三十六个月受到中国证券监督管理委员会(以下简称"中国证监会") 行政处罚; (三)最近三十六个月受到证券交易所公开谴责或者三次以上通报批评; (四)中国证监会、深 ...
鲁信创投: 鲁信创投十二届一次董事会决议公告
Zheng Quan Zhi Xing· 2025-06-30 16:44
Group 1 - The company held its 12th Board of Directors' first meeting on June 30, 2025, where several key resolutions were passed [1] - Wang Xudong was elected as the Chairman of the Board, with a term consistent with the current Board's term [1] - The Board approved the election of various committee members, including independent directors [2][3] - Ge Xiaohong was appointed as the General Manager, with a term aligned with the current Board's term [3] - The company appointed several executives, including Yu Hui, Qiu Fang, and Li Xue as Vice General Managers, and Duan Xiaoxu as Chief Financial Officer [4][5] - Han Jun was appointed as the Board Secretary, and He Yanan as the Securities Affairs Representative, both with terms consistent with the current Board's term [4] Group 2 - The company approved a related party transaction involving its wholly-owned subsidiary Sichuan Luxin Investment Co., Ltd., acquiring a total of 2% equity in Chengdu Hongke Electronics Technology Co., Ltd. at approximately 31.02 yuan per share, totaling 24 million yuan [4][5] - The transaction was approved with 8 votes in favor, with the related director abstaining from the vote [5]
中国中冶: 中国中冶董事会议事规则(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-30 16:44
中国冶金科工股份有限公司 董事会议事规则 (2025 年 6 月 30 日经公司 2024 年度股东周年大会审议通过) 第一章 总则 第一条 为了进一步规范中国冶金科工股份有限公司(简称 "本公司")董事会的议事方式和决策程序,促使董事和董事会 有效地履行其职责,提高董事会规范运作和科学决策水平,根据 《公司法》、 《证券法》、 《上市公司治理准则》、 《上海证券交易所 股票上市规则》、《香港联合交易所有限公司证券上市规则》(主 板) (以下简称"《香港上市规则》" )等有关规定和《中国冶金科 工股份有限公司章程》 (以下简称" 《公司章程》 "),制订本规则。 第二条 本规则适用于公司董事会、董事会各专门委员会、 董事、董事会秘书及本规则中涉及的有关部门及人员。 第二章 董事会的职权 第三条 董事会是公司经营决策的常设机构,对股东会负责。 公司董事会发挥决策作用,定战略、作决策、防风险。董事会遵 照《公司法》、 《公司章程》及其他有关法律的规定履行职责,对 股东会负责并报告工作。 第四条 根据《公司章程》的规定,董事会行使下列职权: (一)召集股东会会议,并向股东会报告工作; (二)执行股东会的决议; (三 ...
新兴装备: 第五届董事会第十五次会议决议公告
Zheng Quan Zhi Xing· 2025-06-30 16:34
Group 1 - The company held its 15th meeting of the 5th Board of Directors on June 30, 2025, with all 9 directors present, including independent directors participating via remote voting [1] - The board approved amendments to the company's Articles of Association, which will be submitted for special resolution at the first extraordinary general meeting of 2025 [2][3] - The board also approved amendments to the Rules of Procedure for Shareholders' Meetings, which will be renamed as the Rules of Procedure for Shareholder Meetings, pending approval at the same extraordinary general meeting [2] - Amendments to the Rules of Procedure for Board Meetings were also approved, with the details to be disclosed on the company's information platform [3] Group 2 - The board scheduled the first extraordinary general meeting of 2025 for July 21, 2025, to be held at a designated venue in Beijing [3]
金健米业: 金健米业独立董事提名人声明与承诺(吴静桦)
Zheng Quan Zhi Xing· 2025-06-30 16:34
Core Viewpoint - The nomination of Mr. Wu Jinghua as an independent director candidate for the ninth board of Jin Jian Rice Industry Co., Ltd. has been made, with the nominee meeting all necessary qualifications and independence criteria as per relevant regulations [1][2][3]. Summary by Sections Nomination and Qualifications - Mr. Wu Jinghua has been nominated as an independent director candidate and has agreed to take on this role, having a solid understanding of the company's operations and relevant legal frameworks [1]. - The nominee possesses over five years of experience in legal, economic, accounting, financial, or management fields necessary for fulfilling independent director responsibilities [1]. Compliance with Regulations - The nominee's qualifications comply with various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies by the China Securities Regulatory Commission [1]. - The nominee has completed training and obtained relevant certification recognized by the stock exchange [1]. Independence Criteria - The nominee does not have any relationships that could affect independence, such as being an employee or having significant shareholding in the company or its major shareholders [2][3]. - The nominee has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission in the last 36 months [4]. Additional Conditions - The nominee has not been dismissed from previous independent director roles due to absence from board meetings [4]. - The nominee's concurrent roles as an independent director in domestic listed companies do not exceed three, ensuring compliance with regulatory limits [4].
五矿新能: 独立董事提名人声明与承诺
Zheng Quan Zhi Xing· 2025-06-30 16:33
Core Points - The board of directors of Minmetals New Energy Materials (Hunan) Co., Ltd. has nominated Ma Cheng, Rao Yulei, and Zeng Huixiang as independent director candidates for the third board of directors [1][2] - The nominees have been assessed for their qualifications, including professional background, education, and work experience, and have agreed to serve as independent directors [1][3] - The nominees meet the legal and regulatory requirements for independent directors as outlined in various Chinese laws and regulations [1][2] Summary by Sections Nomination and Qualifications - The nominees have been thoroughly vetted and possess the necessary qualifications to serve as independent directors, including over five years of relevant work experience in law, economics, accounting, finance, or management [1][2] - Rao Yulei and Zeng Huixiang have completed the required training and obtained certification recognized by the stock exchange, while Ma Cheng has committed to completing the training [1][2] Independence Criteria - The nominees do not have any relationships that could affect their independence, such as being employed by the company or holding significant shares [1][2] - They have no adverse records, such as administrative penalties or criminal charges from the China Securities Regulatory Commission in the past 36 months [2] Additional Information - The nomination committee has confirmed that the nominees do not have any conflicts of interest and have passed the qualification review [3] - The company guarantees that the information provided is true, complete, and accurate, with no misleading statements [3]