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德龙汇能: 关于修订公司《章程》及其附件并取消监事会的公告
Zheng Quan Zhi Xing· 2025-08-15 16:36
Group 1 - The company has decided to cancel its supervisory board to enhance governance efficiency and standardize operations, with the supervisory board's powers being transferred to the audit committee of the board of directors [1][2] - The company held its 13th board meeting on August 14, 2025, where three proposals regarding the revision of the company's articles of association and related rules were approved [1] - The revisions to the articles of association and related rules are aimed at improving the governance structure in accordance with relevant laws and regulations, and will be submitted for approval at the upcoming extraordinary general meeting of shareholders [2] Group 2 - The specific amendments to the articles of association, shareholder meeting rules, and board meeting rules will be published on the company's official information disclosure platform [2] - The board of directors will seek authorization from the shareholders' meeting to allow management to handle the necessary business registration and filing related to the amendments [2] - The company will disclose the full text of the revised articles of association and related rules after approval from the shareholders' meeting [2]
必易微: 深圳市必易微电子股份有限公司章程
Zheng Quan Zhi Xing· 2025-08-15 16:35
Core Points - The company is Shenzhen Kiwi Instruments Co., Ltd, established as a joint-stock company in accordance with Chinese laws and regulations [3][4] - The company was approved for registration by the China Securities Regulatory Commission and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board in May 2022, with a registered capital of RMB 69.837819 million [3][4] - The company's business scope includes the development, consulting, and sales of electronic products, instruments, software, and integrated circuits [3][4] Chapter Summaries General Provisions - The company aims to protect the rights of shareholders and creditors while regulating its organization and operations [3] - The company is a permanent joint-stock entity with a legal representative who is also the chairman [3][4] Business Objectives and Scope - The company's mission emphasizes unique innovation, ease of use, sincerity, diligence, and win-win cooperation [3] - The operational scope includes technology development and sales related to electronic products and integrated circuits [3][4] Shares - The company issues shares in the form of stocks, with a total of 69.837819 million shares, all of which are ordinary shares [3][4] - The company can increase capital through various methods, including issuing shares to unspecified or specific targets [3][4] Shareholder Rights and Meetings - Shareholders have rights to dividends, participate in meetings, supervise operations, and transfer shares [3][4] - The company must hold annual and temporary shareholder meetings, with specific procedures for notifications and voting [3][4] Control and Responsibilities - The controlling shareholders and actual controllers must exercise their rights in compliance with laws and regulations, ensuring the company's interests are maintained [3][4] - Shareholders holding more than 5% of shares must disclose any pledges of their shares within two trading days [3][4]
德龙汇能: 董事会战略委员会工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-15 16:35
General Overview - The document outlines the working rules of the Strategic Committee of Delong Composite Energy Group Co., Ltd, established to enhance investment decision-making and improve governance structure [1][2]. Composition of the Committee - The Strategic Committee consists of three directors, with a majority being independent directors [3]. - The chairman of the committee is the company's chairman, who also serves as the convener [2]. Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions for the company's long-term development strategy, major investment decisions, and significant operational projects [3]. - The committee is accountable to the board of directors, and any proposals not fully adopted by the board must be documented along with reasons for non-adoption [3][4]. Meeting Procedures - The committee can hold meetings as needed, with any member able to propose a temporary meeting [4]. - Meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [4][5]. - Voting can be conducted through various means, including electronic methods, ensuring all members can express their opinions [5]. Confidentiality and Record Keeping - Members are obligated to maintain confidentiality regarding meeting discussions and must adhere to the company's information management policies [5]. - Meeting records must be kept for at least ten years, and all attendees must sign the records [5]. Implementation and Amendments - The working rules take effect upon approval by the board and are subject to relevant national laws and regulations [5]. - The board holds the authority to interpret these rules [5].
白云山: 广州白云山医药集团股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-08-15 16:35
Core Viewpoint - The document outlines the rules and regulations governing the board of directors of Guangzhou Baiyunshan Pharmaceutical Group Co., Ltd, emphasizing the importance of clear governance structures, responsibilities, and the qualifications required for directors to ensure effective decision-making and compliance with legal standards [1]. Chapter Summaries Chapter 1: General Principles - The rules are established to clarify the powers of the board, standardize internal operations, and enhance decision-making efficiency [1]. Chapter 2: Directors - Directors must be natural persons and are not required to hold shares in the company [2]. - Certain disqualifications for directors include lack of civil capacity, criminal convictions related to financial misconduct, and being a debtor listed as untrustworthy [2][3]. - Directors are elected for a term of three years, with the possibility of re-election [3][4]. - Directors must sign an employment contract detailing their rights and obligations [4][5]. - Directors have specific rights, including attending meetings and voting [5]. - Directors must adhere to fiduciary duties, including not misappropriating company assets or engaging in conflicts of interest [5][6]. Chapter 3: Independent Directors - Independent directors must not hold other positions within the company and should not have conflicts of interest with major shareholders [12]. - The number of independent directors must constitute at least one-third of the board [12]. - Independent directors are responsible for protecting the interests of minority shareholders and must provide independent opinions on significant transactions [12][15]. Chapter 4: Board Composition and Responsibilities - The board consists of ten non-employee directors and one employee director, including four independent directors [22]. - The board is responsible for convening shareholder meetings, executing resolutions, and making key operational decisions [22][23]. - The board has the authority to approve significant financial transactions and investments, subject to certain thresholds [24][25]. Chapter 5: Chairman and Vice Chairman - The chairman and vice chairman are elected by the board and serve a term of three years [50]. - The election process requires a majority vote from the board members [51].
白云山: 广州白云山医药集团股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-08-15 16:35
广州白云山医药集团股份有限公司 股东会议事规则 (经本公司 2025 年 8 月 15 日召开的第九届董事会第二十八次会议 审议通过) 第一章 总则 第一条 为提高股东会议事效率,保证股东会会议程序及决议 的合法性,充分维护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》")、《中华人民共和国证券法》 (以下简称"《证券法》")、《上市公司股东会规则》《上市公 司治理准则》《广州白云山医药集团股份有限公司章程》(以下简 称"《公司章程》")及境内外其他有关法律、行政法规、上市所 在地证券监督管理机构或者证券交易所相关规定,制定本议事规则。 第二条 广州白云山医药集团股份有限公司(以下简称"本公 司"或"公司")股东会的召集、提案、通知、召开等事项适用本 议事规则。 第三条 本公司应当严格按照法律、行政法规、上市所在地证 券监督管理机构或者证券交易所相关规定、《公司章程》及本议事 规则的相关规定召开股东会,保证股东能够依法行使权利。股东会 应当在《公司法》和《公司章程》规定的范围内行使职权。 本公司董事会应当切实履行职责,认真、按时组织股东会。本 公司全体董事应当勤勉尽责,确保股东会正常 ...
维力医疗: 《维力医疗董事会议事规则》(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-15 16:35
Core Points - The document outlines the rules for the board of directors of Guangzhou Weili Medical Equipment Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1][2][3] Group 1: Meeting Types and Procedures - The board meetings are categorized into regular and temporary meetings, with at least one regular meeting required in each half of the year [2] - The chairman must consult with the general manager and other senior management before proposing agenda items for regular meetings [2][3] - Temporary meetings can be called under specific circumstances, such as requests from shareholders or the chairman [2][3] Group 2: Meeting Notifications and Attendance - Notifications for regular meetings must be sent ten days in advance, while temporary meetings require five days' notice [3][4] - The meeting notice must include essential details such as time, location, and agenda items [4][5] - Directors are expected to attend meetings in person, but can delegate their attendance under certain conditions [5][6] Group 3: Voting and Decision-Making - Decisions require a majority vote from the attending directors, with specific rules for abstentions and conflicts of interest [8][10] - Proposals not passed cannot be reconsidered within a month unless significant changes occur [11] - The board must ensure that decisions are made within the authority granted by the shareholders and the company's articles of association [10][12] Group 4: Documentation and Record-Keeping - Meeting records must be accurate and include details such as attendance, proposals discussed, and voting results [12][14] - The board secretary is responsible for maintaining all meeting documentation for a minimum of ten years [14] - Any dissenting opinions must be documented, and confidentiality regarding the decisions is mandatory until official announcements are made [13][14]
越剑智能: 关于取消监事会并修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-08-15 16:24
Group 1 - The company has decided to abolish the supervisory board and amend its articles of association to enhance corporate governance and comply with the latest legal requirements [1][2] - The supervisory board's functions will be transferred to the audit committee of the board of directors, and the current supervisors will be relieved of their duties upon shareholder approval [1][2] - The number of directors will increase from 7 to 8, with the addition of a representative director elected by the employee representative assembly [1] Group 2 - The amendments to the articles of association include the removal of references to the supervisory board and the addition of sections regarding controlling shareholders, actual controllers, independent directors, and specialized committees of the board [2][3] - Specific changes include unifying the terminology from "shareholders' meeting" to "shareholders' assembly" and deleting the entire section related to the supervisory board [2][3] - The revised articles will ensure that the company operates in accordance with the updated Company Law and relevant regulations [2][3]
皖维高新: 皖维高新关于修订《公司关联交易与资金往来管理办法》部分条款的公告
Zheng Quan Zhi Xing· 2025-08-15 16:24
Core Viewpoint - The company has revised its "Management Measures for Related Transactions and Fund Transfers" to enhance operational standards and improve corporate governance in accordance with relevant laws and regulations [2][6]. Summary by Sections Revision of Related Transaction Management - The company has approved amendments to the decision-making authority for related transactions, increasing the threshold for board approval from 3 million RMB to 30 million RMB for transactions involving related parties [2][3]. - Transactions below 300,000 RMB can be approved by the chairman or their authorized representative, while those above 30 million RMB require independent board approval and must be disclosed [2][4]. Disclosure Requirements - Related transactions that meet certain thresholds must be disclosed according to the Shanghai Stock Exchange rules, including transactions with related natural persons exceeding 0.5% of the company's net assets [3][4]. - Transactions involving related legal entities exceeding 3 million RMB and 5% of the company's net assets must also be audited and disclosed [4][5]. Exemptions from Approval - Certain transactions, such as those where the company receives benefits without obligations (e.g., cash gifts, debt relief), are exempt from the approval process [5][6]. - The company can also exempt transactions that meet specific criteria from shareholder meeting approvals if all parties contribute cash and their equity ratios are determined accordingly [4][5]. Terminology Standardization - The terms "shareholders' meeting" and "related parties" have been standardized to "shareholders' meeting" and "related persons" respectively throughout the revised document [6].
亚太科技: 《董事会审计委员会工作细则》
Zheng Quan Zhi Xing· 2025-08-15 16:24
General Provisions - The purpose of the audit committee is to enhance the decision-making function of the board of directors, ensure effective supervision of the management, and improve the corporate governance structure [1][2] - The audit committee is established as a specialized working body of the board of directors, responsible for financial information disclosure, supervision and evaluation of internal and external audits, and internal controls [1][2] Composition of the Committee - The audit committee consists of three directors, with a majority being independent directors, and at least one member must be a professional in accounting [2] - The committee members must possess the necessary professional knowledge and experience to fulfill their responsibilities [2] - The chairman of the audit committee is an independent director with a financial accounting background [2] Responsibilities and Authority - The main responsibilities of the audit committee include reviewing financial reports, supervising external and internal audits, and ensuring the integrity of financial information [3][4] - The committee is responsible for proposing the hiring or replacement of external auditors and evaluating their performance [4][5] - The audit committee must ensure that financial reports are accurate and complete, and it has the authority to request corrections before submission to the board [4][6] Decision-Making Procedures - The audit committee is required to prepare for meetings by providing relevant financial reports and audit evaluations [8][10] - Meetings must be held at least quarterly, and decisions require the presence of two-thirds of the members [10][11] - The committee can invite company directors and senior management to attend meetings when necessary [11] Reporting and Disclosure - The audit committee must report its annual performance and any significant issues to the board of directors [8][12] - If the committee identifies any violations of laws or regulations by directors or senior management, it must report these to the board or shareholders [7][12]
乔治白: 乔治白审计委员会议事规则
Zheng Quan Zhi Xing· 2025-08-15 16:24
第一条 宗旨 为进一步规范浙江乔治白服饰股份有限公司(以下简称"公司")审计委员 会的议事方式和表决程序,促使审计委员会成员和审计委员会有效地履行监督职 责,完善公司法人治理结构,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》 浙江乔治白服饰股份有限公司 审计委员会议事规则 审计委员会会议分为定期会议和临时会议。 《深圳证券交易所股票上市规则》和《浙江乔治白服饰股份有限公司章程》(以 下简称"《公司章程》")以及其他的有关法律、法规规定,制订本规则。 第二条 审计委员会办公室 审计委员会设审计委员会办公室,处理审计委员会日常事务。 审计委员会主席兼任审计委员会办公室负责人,保管审计委员会印章。审计 委员会主席可以指定公司证券事务代表或者其他人员协助其处理审计委员会日 常事务。 第三条 审计委员会定期会议和临时会议 审计委员会定期会议应当每六个月至少召开一次。出现下列情况之一的,审 计委员会应当在十日内召开临时会议: (一)任何审计委员会成员提议召开时; (以下简称"《证券法》")、 (二)股东会、董事会会议通过了违反法律、法规、规章、监管部门的各种 规定和要求、公司章程 ...