Workflow
公司治理
icon
Search documents
润本股份: 审计委员会工作细则
Zheng Quan Zhi Xing· 2025-08-18 10:19
《润本生物技术股份有限公司章程》(以下简称《公司章程》)、《上海证券交 易所上市公司自律监管指引第1号——规范运作》及其他有关规定,公司董事会 设立审计委员会(以下简称"审计委员会"),并制定本细则。 第二条 审计委员会是董事会按照股东会决议设立的专门工作机构,行使 《公司法》规定的监事会职权,依据《公司章程》的规定对公司内部控制、财务 信息及其披露和内外部审计等进行监督、检查和评价等。。 第二章 人员组成 第三条 审计委员会由三名董事组成,审计委员会成员应当为不在公司担任 高级管理人员的董事,其中独立董事2名,并由独立董事中会计专业人士担任召 集人。 第四条 审计委员会成员由公司董事长、过半数独立董事或者全体董事的三 分之一以上(包括三分之一)提名,并由董事会选举产生。 审计委员会成员应当具备胜任工作职责的专业知识、工作经验和良好的职业 操守,保证足够的时间和精力履行委员会的工作职责,勤勉尽责,切实有效地监 督、评估公司内外部审计工作,促进公司建立有效的内部控制并提供真实、准确、 完整的财务报告。 润本生物技术股份有限公司 第一章 总则 第一条 为强化润本生物技术股份有限公司(以下简称"公司")董事会决策 ...
得邦照明: 横店集团得邦照明股份有限公司第五届董事会第三次会议决议
Zheng Quan Zhi Xing· 2025-08-18 09:12
Meeting Overview - The fifth meeting of the board of directors of Hengdian Group Debang Lighting Co., Ltd. was held on August 15, 2025, with all seven directors present [1][2] - The meeting was convened in accordance with the Company Law and the Articles of Association, ensuring the legality and validity of the resolutions [1] Financial Reports - The board approved the 2025 semi-annual report and summary, which will be submitted to the shareholders' meeting for review [2] - The company plans to distribute cash dividends totaling 299,769,442.72 yuan (including tax) based on a total share capital of 467,659,037 shares as of June 30, 2025 [2] Governance Changes - The board approved a proposal to increase board seats and abolish the supervisory board, along with amendments to the Articles of Association, which will also be submitted to the shareholders' meeting [3] - Several governance documents, including the rules for shareholders' meetings and board meetings, were revised and approved, pending shareholder approval [3][4] Additional Proposals - The board approved multiple proposals related to the management of external investments, guarantees, related transactions, and fundraising, all requiring shareholder approval [4] - The election of a new non-independent director, Mr. Lü Yuelong, was approved and will be submitted to the shareholders' meeting [4] Shareholder Meeting - The board decided to convene the second extraordinary general meeting of shareholders in 2025, with all resolutions receiving unanimous support from the directors [4][5]
盛景微: 无锡盛景微电子股份有限公司章程
Zheng Quan Zhi Xing· 2025-08-18 09:12
Core Points - Wuxi Holyview Microelectronics Co., Ltd. was established as a joint-stock company in accordance with the Company Law of the People's Republic of China and other relevant regulations [2][3] - The company registered capital is RMB 100.66667 million, and it plans to issue 25,166,667 shares to the public, with the listing on the Shanghai Stock Exchange scheduled for January 24, 2024 [3][4] - The company's business focus is on the integrated circuit industry, emphasizing safety and reliability, innovation, and value creation for customers, employees, and shareholders [4][5] Company Structure - The company is a permanent joint-stock company with all assets divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [3][4] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [4] Business Scope - The business scope includes the development, sales, and technical services of electronic products, integrated circuit products, and IoT technology [4][5] - The company is also involved in the manufacturing and sales of electronic special equipment and industrial automation control systems [4] Share Issuance and Management - The shares are issued in the form of stocks, with each share having a face value of RMB 1 [5][6] - The total number of shares issued is 100.66667 million, all of which are domestic RMB ordinary shares [5][6] - The company cannot provide financial assistance for the purchase of its shares, except under specific circumstances [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of the company's operations, and they must comply with laws and the company's articles of association [11][12] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [14] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [44][45] - Shareholder proposals must be submitted in writing and can be made by shareholders holding 3% or more of the shares [54][55] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [77][78]
伯朗特董事长索200万月薪、9位数年终奖,投资人誓要罢免
Sou Hu Cai Jing· 2025-08-18 04:02
Core Viewpoint - The internal conflict at Borante Robotics highlights the struggle between personal interests and corporate governance, with investors advocating for a shift towards a more company-focused approach and increased R&D investment [3][7]. Company Background - Borante Robotics, established in 2008, initially thrived under the leadership of founder Yin Rongzao, focusing on robotic arms and achieving significant market presence [3]. - The company experienced a decline in revenue and net profit from 2020 to 2023, with revenue dropping from 447 million to 201 million and net profit turning from a profit of 73.83 million to a loss of 125 million [3][4]. Internal Conflict - Yin Rongzao proposed a controversial compensation plan, seeking a fixed monthly salary of 2 million and a significant year-end bonus, which led to strong opposition from the board and investors [4]. - The recent loss of control over voting rights due to the liquidation of the "Rongzao No. 1 Fund" has driven Yin Rongzao to take drastic measures to secure personal benefits before losing influence [4][5]. Investor Concerns - Investors, particularly Junlan Investment, have expressed concerns over Yin Rongzao's governance and the company's declining reputation, exacerbated by audit issues and governance changes that limit shareholder rights [5][6]. - Junlan Investment aims to restore normal governance and has called for a shareholder meeting to amend unreasonable company bylaws and potentially remove Yin Rongzao [6][7]. Company Performance and Future Outlook - Despite challenges, Borante Robotics maintains a cash reserve of 150 million and has no bank debt, ranking third in domestic output in the robotic body sector [6]. - Investors hope to refocus the company on its core strengths and enhance R&D efforts, aspiring to transform Borante into a legitimate robotics enterprise [7].
YUE|最后一天!07期报名即将截止
红杉汇· 2025-08-18 00:06
Core Points - YUE Accelerator is designed for early-stage entrepreneurs, providing essential resources and support for those at the angel round or pre-angel stage [3][5] - The program offers a significant investment of at least 7 million RMB or equivalent in USD from Sequoia China [6] - YUE provides a comprehensive entrepreneurial methodology covering key areas such as idea evaluation, product development, talent recruitment, fundraising, and governance [6][10] Group 1: YUE Accelerator Overview - YUE is a program launched by Sequoia China aimed at supporting early-stage entrepreneurs [3] - There are no restrictions on the location of the entrepreneurs or the market for their products and services, as long as they are serious about their entrepreneurial journey [5] Group 2: Benefits of YUE - Participants receive a startup fund of at least 7 million RMB or equivalent in USD [6] - The program includes a practical entrepreneurial methodology developed through six previous cohorts, focusing on various critical aspects of early-stage entrepreneurship [6] - YUE offers access to a network of successful entrepreneurs and experts who provide valuable advice and mentorship [7] Group 3: Course Structure and Schedule - The YUE 07 program will run for two months, starting on October 9, with classes held every other week in different cities [8][9] - Key topics covered include idea validation, team building, financial management, commercialization, fundraising, corporate governance, and growth strategies [9][10][11] Group 4: Alumni Network and Ongoing Support - YUE fosters a community of over 1500 companies, allowing participants to connect with past graduates for resource sharing and collaboration [7][12] - Even if applicants are not accepted into the program, they can maintain contact with Sequoia investors and participate in future networking events [14]
浙江华友钴业股份有限公司 关于新增关联交易暨调整2025年度 日常关联交易预计的公告
Core Viewpoint - The company, Zhejiang Huayou Cobalt Co., Ltd., is adjusting its expected daily related transactions for 2025 due to new operational needs, which will exceed the previously estimated amounts [4][10]. Group 1: New Daily Related Transactions - The company has announced new daily related transactions for 2025 that do not require shareholder meeting approval, as they are necessary for normal business operations [3][4]. - The new transactions will lead to an adjustment in the expected amounts for daily related transactions for 2025, exceeding the figures outlined in the annual proposal [4][10]. - The pricing for these transactions will adhere to principles of fairness, justice, and openness, ensuring that the company’s independence is not compromised [3][10]. Group 2: Governance Changes - The company has decided to abolish the supervisory board to comply with regulatory requirements and improve corporate governance, transferring the supervisory responsibilities to the audit committee [11][12]. - The board of directors will increase from 7 to 8 members by adding a worker director, enhancing representation [12]. - Amendments to the company’s articles of association will include the removal of references to the supervisory board and adjustments to the roles of the audit committee [13][14].
股市必读:安琪酵母(600298)8月15日主力资金净流出8596.75万元,占总成交额5.18%
Sou Hu Cai Jing· 2025-08-17 16:56
Key Points - The core viewpoint of the news is that Angel Yeast Co., Ltd. has reported significant growth in its financial performance for the first half of 2025, with notable increases in revenue, net profit, and cash flow, despite some capital outflows from major investors [1][2][3]. Trading Information Summary - On August 15, 2025, Angel Yeast's stock closed at 38.04 yuan, up 6.79%, with a turnover rate of 5.07% and a trading volume of 434,700 shares, amounting to a total transaction value of 1.661 billion yuan [1]. - The capital flow on the same day showed a net outflow of 85.9675 million yuan from major investors, accounting for 5.18% of the total transaction value, and a net outflow of 57.7664 million yuan from retail investors, while retail investors saw a net inflow of 144 million yuan, representing 8.66% of the total transaction value [1][3]. Performance Disclosure Summary - For the first half of 2025, Angel Yeast reported total assets of approximately 22.46 billion yuan, a 3.33% increase from the end of the previous year. The net assets attributable to shareholders increased by 3.84% to approximately 11.24 billion yuan [1]. - The operating revenue reached approximately 7.90 billion yuan, reflecting a year-on-year growth of 10.10%. The total profit amounted to approximately 1.01 billion yuan, up 18.15% year-on-year, while the net profit attributable to shareholders was approximately 799.36 million yuan, an increase of 15.66% [1][2]. - The net profit after deducting non-recurring gains and losses was approximately 741.95 million yuan, marking a 24.49% increase year-on-year. The net cash flow from operating activities surged by 394.68% to approximately 262.26 million yuan [1][3]. - The weighted average return on equity was 7.11%, up by 0.35 percentage points, with basic earnings per share at 0.94 yuan, a 17.50% increase, and diluted earnings per share at 0.93 yuan, up 16.25% [1]. Company Announcement Summary - The Board of Directors of Angel Yeast held its fifth meeting on August 13, 2025, where multiple resolutions were passed, including the approval of the half-year report and the general manager's work report for the first half of 2025 [2][3]. - A fourth extraordinary general meeting of shareholders is scheduled for September 12, 2025, to review amendments to various company regulations, including the management of fundraising and the remuneration of directors and senior executives [3].
三峡新材: 湖北三峡新型建材股份有限公司第十二届监事会第五次会议决议公告
Zheng Quan Zhi Xing· 2025-08-17 16:11
Meeting Overview - The 5th meeting of the 12th Supervisory Board of Hubei Three Gorges New Materials Co., Ltd. was held on August 15, 2025, in Yichang, Hubei Province, with all 3 supervisors present [1][2]. Meeting Resolutions - The Supervisory Board approved the proposal regarding the company's 2025 semi-annual report, confirming that the financial information accurately reflects the company's operational and financial status [1][2]. - The proposal to cancel the Supervisory Board and amend the company's articles of association was also approved, with the resolution requiring submission to the shareholders' meeting for further review [2][3].
汇鸿集团: 江苏苏豪汇鸿集团股份有限公司章程(2025年8月)
Zheng Quan Zhi Xing· 2025-08-17 16:11
江苏苏豪汇鸿集团股份有限公司 章 程 二零二五年八月 目 录 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东大会 第一节 股东 第二节 股东大会的一般规定 第三节 股东大会的召集 第四节 股东大会的提案与通知 第五节 股东大会的召开 第六节 股东大会的表决和决议 第五章 党委 第六章 董事会 第一节 董事 第二节 董事会 第七章 总经理及其他高级管理人员 第八章 监事会 第一节 监事 第二节 监事会 第九章 财务会计制度、利润分配和审计 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第十章 通知和公告 第一节 通知 第二节 公告 第十一章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十二章 修改章程 第十三章 附则 第一章 总则 第一条 为维护江苏苏豪汇鸿集团股份有限公司(以下 简称为"公司")、股东和债权人的合法权益,规范公司的组 织和行为,根据《中华人民共和国公司法》 (以下简称为"《公 司法》")、 《 中华人民共和国证券法》 ( 以下简称为"《证券法》 ...
三峡新材: 湖北三峡新型建材股份有限公司董事会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-17 16:11
General Provisions - The rules aim to standardize the decision-making process of the board of directors of Hubei Three Gorges New Building Materials Co., Ltd. to enhance effective performance and scientific decision-making [1] - The company has a board of directors accountable to the shareholders' meeting [1] Board Composition - The board consists of 9 directors, including 5 non-independent directors, 3 independent directors, and 1 employee representative director [2] - Directors are elected or replaced by the shareholders' meeting, with a term of 3 years, and can be re-elected [2] Director Qualifications - Certain individuals are disqualified from serving as directors, including those with criminal convictions related to financial misconduct or those who have personal debts that remain unpaid [2][3] Duties and Obligations - Directors must adhere to legal and regulatory obligations, including loyalty and diligence towards the company [4][5] - Directors are prohibited from misappropriating company assets, engaging in conflicts of interest, or disclosing company secrets [4][5] Board Authority - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and financial budgets [8][9] - The board is responsible for major corporate actions, including mergers, acquisitions, and capital changes [8][9] Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [14][15] - Meeting notifications must be sent out in advance, detailing the date, location, and agenda [20][21] Voting and Resolutions - Decisions require a majority vote from attending directors, with specific rules for abstentions and conflicts of interest [38][39] - The board must document meeting minutes, including attendance, discussions, and voting outcomes [51][52] Record Keeping - Meeting records must be maintained for ten years, including notifications, minutes, and voting results [54]