公司治理

Search documents
荣晟环保: 浙江荣晟环保纸业股份有限公司关于变更注册资本、修订《公司章程》及制定、修订公司部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-07 16:06
Core Viewpoint - Zhejiang Rongsheng Environmental Paper Co., Ltd. has announced changes in its registered capital, the cancellation of its supervisory board, and revisions to its articles of association and governance systems to enhance operational standards and governance structure [2][3]. Summary by Sections Registered Capital Change - The company has received approval from the China Securities Regulatory Commission to issue 5.76 million convertible bonds at a total value of 576 million yuan, with a maturity of 6 years and varying interest rates from 0.20% to 2.00% over the term [2][3]. - The total share capital will increase from 272,612,842 shares to 272,622,828 shares following the conversion of 9,986 shares from the issued convertible bonds [3]. Cancellation of Supervisory Board and Governance Revisions - The supervisory board will be abolished, with its functions transferred to the audit committee of the board of directors, in accordance with relevant laws and regulations [2][3]. - The company has revised multiple governance documents, including the articles of association and various management systems, to align with the latest legal requirements and improve governance [2][3]. Specific Amendments to Articles of Association - The term "supervisor" and related references have been removed from the articles, and the term "shareholders' meeting" has been standardized [4][5]. - The registered capital is updated to 272,622,828 yuan, reflecting the changes from the bond conversion [6]. - The articles now emphasize the legal obligations of the company and its stakeholders, ensuring compliance with the Company Law and Securities Law [6][7]. Rights and Obligations of Shareholders - Shareholders are entitled to equal rights and obligations, including the right to participate in profit distribution and to request information from the company [17][18]. - The company must ensure that shareholders can exercise their rights without interference, and any changes to shareholder rights must be communicated transparently [17][18]. Governance and Decision-Making Processes - The company will hold annual and extraordinary shareholder meetings to discuss key decisions, including capital increases, profit distribution, and major asset transactions [31][32]. - The board of directors is required to ensure that all decisions comply with legal and regulatory standards, and any significant changes must be approved by the shareholders [31][32].
利亚德: 公司章程
Zheng Quan Zhi Xing· 2025-07-07 16:06
Core Points - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations [1] - The registered capital of the company is RMB 750 million, with a total of 2,711,977,222 shares issued, all of which are ordinary shares [5][6] - The company's business scope includes manufacturing electronic special equipment, providing information technology consulting services, and engaging in various other activities related to electronic display devices [3][4] Company Structure and Governance - The board of directors represents the company in executing its affairs, with the chairman serving as the legal representative [2] - The company is required to maintain a legal framework that governs the rights and obligations of shareholders, directors, and senior management [11][12] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [3] Business Objectives and Operations - The company's business objective is to become a leading provider of electronic display equipment and related services with international influence, focusing on quality and excellence [3] - The company is engaged in various licensed and general projects, including construction engineering, electrical installation services, and the manufacturing and sales of display devices [3][4] Share Issuance and Capital Management - The company issues shares in a manner that ensures equal rights for all shareholders, with the same conditions and prices for shares of the same type [5] - The company can increase its capital through various means, including issuing shares to unspecified objects and convertible bonds [6] - The company is prohibited from repurchasing its own shares except under specific circumstances, such as capital reduction or employee stock ownership plans [8] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and supervise the company's operations [12][13] - The company must maintain a shareholder register that serves as proof of share ownership, and shareholders can request to review company documents [11][12] - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except as permitted by law [17][19]
特斯拉盘前重挫7.6%,销量连续下滑之际,马斯克"美国党"再涉政治漩涡
Hua Er Jie Jian Wen· 2025-07-07 13:30
马斯克周末宣布成立新政党,加剧了投资者对其核心汽车业务将进一步受到影响的担忧。 华尔街见闻6日提及,马斯克当日在社交媒体X上宣布,他将成立名为"美国党"的新政党,在未来12个月内专注于国会参众两院的席位争夺,并称 之后不排除支持总统候选人。此举引发市场迅速反应,特斯拉股价在周一盘前交易中一度重挫7.6%。 | | Production | Deliveries | Subject to operating lease | | | --- | --- | --- | --- | --- | | | | | accounting | | | Model 3/Y | 396,835 | 373,728 | | 2% | | Other Models | 13,409 | 10,394 | | 7% | | Total | 410,244 | 384,122 | | 2% | 若该跌幅在常规交易时段保持,这将是自6月初马斯克与特朗普总统因税收法案初步闹翻以来,该股遭遇的最大单日跌幅。今年以来,由于马斯克 的政治活动被认为损害了特斯拉在购车者中的声誉,其股价已累计下跌22%。 更令投资者不安的是,投身新政党与马斯克此前 ...
ST金泰董事会争夺战落幕,创始人派系获胜但危机未解
Di Yi Cai Jing· 2025-07-07 13:24
公司依然面临严重的治理危机。 7月7日,*ST金泰2025年第二次临时股东大会完成董事会改选,创始人吴国政阵营提名的郝大庆、王子炜以超160%和139%的高票当选非独立董事,宣告其 在公司控制权争夺战中取得阶段性胜利。此次表决结果使创始人方在董事会占据主导地位,而第一大股东海南大禾提名的4名候选人则悉数落选。 虽然控制权之争暂时落下帷幕,但公司依然面临严重的治理危机。中兴华会计师事务所对*ST金泰2024年财报出具"无法表示意见"的审计报告,指出ST金泰 存在大额资金往来异常,无法判断相关股权交易的商业实质和真实交易价格。 市场分析人士指出,虽然创始人方暂时掌控董事会,但公司仍面临多重挑战。一方面,海南大禾所持14.8%股份处于司法冻结状态,其与华锦资产的股权纠 纷仍有待观察;另一方面,公司"戴帽"风险尚未解除,管理层亟待解决财务合规和内控整改等核心问题。 创始人方"守擂"成功 7月7日下午,*ST金泰将召开2025年第二次临时股东大会(下称"临时股东大会"),选举出4名非独立董事。 当晚披露的投票结果显示,创始人阵营成功守住控制权。创始人吴国政提名的郝大庆、王子炜当选为公司第八届董事会非独立董事。其中,两项 ...
运达科技: 执行委员会议事工作细则
Zheng Quan Zhi Xing· 2025-07-07 13:12
Core Viewpoint - The article outlines the establishment and operational guidelines of the Executive Committee of Chengdu Yunda Technology Co., Ltd, aimed at enhancing corporate governance and ensuring effective execution of business strategies [1]. Group 1: General Provisions - The Executive Committee (hereinafter referred to as "the Committee") is established as a permanent management decision-making body under the leadership of the Board of Directors, responsible to the Board [1]. - The rules serve as the behavioral guidelines for the Committee's meetings and apply to all Committee members [1]. Group 2: Composition of the Committee - The Committee consists of one Chairperson and 4-6 members, with the Chairperson appointed or dismissed by the Board of Directors [3]. - Members can resign or be removed based on personal reasons or if deemed unsuitable by the Chairperson, subject to Committee approval and Board ratification [3]. Group 3: Responsibilities and Authority - The Committee's main responsibilities include executing resolutions from the shareholders' meeting and Board, overseeing the implementation of business goals and strategic projects [4]. - It is tasked with drafting the company's medium to long-term strategic development plans, annual plans, and specific project proposals for investment, acquisitions, and asset disposals, all requiring Board approval [4][5]. - The Committee also decides on the management structure of subsidiaries, appoints core management personnel, and approves the annual financial budget [4]. Group 4: Meeting Procedures and Rules - The Committee meetings are convened and chaired by the Chairperson, with provisions for alternative members to lead if necessary [6]. - A quorum requires attendance from at least two-thirds of the members, and decisions must be approved by a majority [6][7]. - Meeting minutes must be accurate and preserved for over ten years, serving as a basis for future evaluations and accountability [6].
运达科技: 总裁工作细则
Zheng Quan Zhi Xing· 2025-07-07 13:12
Core Points - The document outlines the governance structure and operational guidelines for Chengdu Yunda Technology Co., Ltd, emphasizing the responsibilities and rights of the president and senior management [1][2][3] Group 1: Governance Structure - The company has a president who oversees daily operations and is accountable to the board of directors [1] - The president's term is three years, with the possibility of reappointment [2] - Senior management, including the president, vice presidents, and financial officer, must meet specific qualifications as outlined in the company's articles of association [1][2] Group 2: Responsibilities of Senior Management - The president is responsible for executing the board's resolutions, implementing annual business plans, and managing daily operations [2][3] - Vice presidents assist the president and manage specific departments, with the authority to make decisions within their scope [3][4] - The financial officer oversees financial operations, ensuring compliance with laws and regulations, and is responsible for preparing financial reports [4][5] Group 3: Meeting and Reporting Procedures - The president's office meetings are crucial for discussing company operations and making decisions on various matters [5][6] - Meeting minutes must be documented and distributed to relevant parties within five working days [8][10] - The president is required to report significant events or emergencies to the board within one working day [11] Group 4: Performance Evaluation and Accountability - The board evaluates the president and senior management based on performance metrics linked to the company's operational success [30] - In cases of resignation or termination, an exit audit will be conducted [31]
运达科技: 董事会薪酬与考核委员会工作制度
Zheng Quan Zhi Xing· 2025-07-07 13:11
成都运达科技股份有限公司 第二章 人员组成 (二○二五年七月七日公司第五届董事会第十九次会议审议通过) 第一章 总则 第一条 为进一步建立健全公司非独立董事及高级管理人员的考核和薪酬管 理制度,完善公司治理结构,根据《中华人民共和国公司法》《中华人民共和国 证券法》《上市公司独立董事管理办法》《上市公司治理准则》《深圳证券交易 所创业板股票上市规则》《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》《成都运达科技股份有限公司章程》(以下简称《公司 章程》)及其他有关规定,公司特设立董事会薪酬与考核委员会,并制定本制度。 第二条 薪酬与考核委员会是董事会设立的专门工作机构,主要负责制定公 司董事(非独立董事)及高级管理人员的考核标准并进行考核;负责制定、审查 公司董事(非独立董事)及高级管理人员的薪酬政策与方案等事宜,对董事会负 责。 第三条 本制度所称非独立董事是指在公司支取薪酬的,非担任独立董事职 务的董事,高级管理人员根据《公司章程》确定。 第五条 薪酬与考核委员会委员由董事长、二分之一以上独立董事或者全体 董事的三分之一以上提名,并由董事会选举产生。 第六条 薪酬与考核委员会设主任 ...
中孚信息: 中孚信息董事会议事规则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-07 13:11
Core Points - The document outlines the rules governing the board of directors of Zhongfu Information Co., Ltd, emphasizing the responsibilities, election procedures, and obligations of directors [1][2][3] Group 1: General Provisions - The board of directors is established to manage the company's assets and is accountable to the shareholders [1] - The rules serve as a binding legal document for the internal organization, meetings, and decision-making processes of the board [1] Group 2: Directors - Directors must be natural persons and cannot hold office if they meet certain disqualifying conditions, such as being banned from the securities market [4][5] - Directors are elected by the shareholders for a term of three years and may be re-elected [5] Group 3: Election Procedures - Candidates for directors must be nominated by existing board members or shareholders holding more than 3% of shares [6] - Detailed information about candidates must be disclosed to shareholders before voting [6] Group 4: Duties and Obligations - Directors have a duty of loyalty to the company, which includes avoiding conflicts of interest and not misusing their position for personal gain [8][9] - Directors must act diligently and in the best interest of the company, ensuring compliance with laws and regulations [9] Group 5: Board Meetings - Board meetings can be regular or temporary, with specific procedures for calling and conducting these meetings [26][27] - A quorum for meetings requires the presence of more than half of the directors, and decisions must be made by a majority vote [38][43] Group 6: Documentation and Record Keeping - The board secretary is responsible for maintaining records of meetings, including minutes and attendance [26][54] - Meeting records must be kept for a period of 10 years [54]
中孚信息: 中孚信息第六届董事会第十六次会议决议公告
Zheng Quan Zhi Xing· 2025-07-07 13:07
Meeting Overview - The sixth board meeting of Zhongfu Information Co., Ltd. was held on July 7, 2025, with all 7 directors present, including one proxy vote [1] - The meeting complied with relevant regulations of the Company Law and the company's articles of association [1] Resolutions Passed - The board approved adjustments to the board structure in accordance with the new Company Law and the company's strategic planning [2][3] - The management team will also be adjusted, with details available in the announcement on the company's website [2] - The board agreed to adjust the remuneration and assessment committee members in line with the board adjustments [2] - A guarantee limit of up to 50 million RMB will be provided for the subsidiary Nanjing Zhongfu Information Technology Co., Ltd. for credit applications [3] - The board authorized the chairman to handle related agreements and matters [3] Amendments to Governance Documents - The board proposed amendments to the Articles of Association and requested shareholder approval for the changes [3] - The board agreed to revise the rules for shareholder meetings and rename them accordingly, pending shareholder approval [4][5] - The board also approved revisions to the rules for board meetings, which will also require shareholder approval [5] - Additional governance documents will be revised to align with the new Company Law and the updated Articles of Association [5]
运达科技: 第五届董事会第十九次会议决议公告
Zheng Quan Zhi Xing· 2025-07-07 13:07
Group 1 - The board of directors of Chengdu Yunda Technology Co., Ltd. held its 19th meeting of the 5th board on July 2, 2025, to discuss and approve several proposals [1][2] - All proposals were passed with a unanimous vote of 7 in favor, 0 against, and 0 abstentions, indicating strong support from the board members [1][2] - The company plans to revise its Articles of Association and related rules to enhance internal management mechanisms in accordance with the latest legal regulations [2][3] Group 2 - The company will convene its first extraordinary general meeting of shareholders on July 23, 2025, to review the approved proposals from the board meeting [3][4] - The full text of the revised Articles of Association and governance rules will be disclosed on the company's official information platform [2][4]