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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 ...
亚太科技: 《董事会提名委员会工作细则》
Zheng Quan Zhi Xing· 2025-08-15 16:24
Core Viewpoint - The document outlines the working rules of the Nomination Committee of Jiangsu Asia-Pacific Light Alloy Technology Co., Ltd, focusing on the selection and nomination process for directors and senior management personnel. Group 1: General Provisions - The Nomination Committee is established to regulate the selection of directors and senior management, optimize the board composition, and improve corporate governance structure [2][3]. - The committee operates under relevant laws and the company's articles of association [2]. Group 2: Composition of the Committee - The committee consists of three directors, with a majority being independent directors [4]. - The chairman of the committee is an independent director, responsible for leading the committee's work [5]. Group 3: Responsibilities and Authority - The committee is responsible for researching and proposing selection criteria and procedures for directors and senior management, including nominations and dismissals [7]. - The committee's proposals must be submitted to the board for review, and the board must document any reasons for not adopting the committee's recommendations [5]. Group 4: Decision-Making Procedures - The committee must actively communicate with relevant departments to assess the needs for new directors and senior management [7]. - A thorough selection process is outlined, including the collection of candidates' qualifications and obtaining their consent before nomination [7]. Group 5: Meeting Rules - Meetings require at least two-thirds of the members to be present, and decisions must be approved by a majority [8]. - The committee can invite company directors and senior management to attend meetings if necessary [8]. Group 6: Confidentiality and Miscellaneous - Members have confidentiality obligations regarding meeting discussions and must not disclose information without authorization [9]. - The rules will be executed in accordance with applicable laws and the company's articles of association [11].
亚太科技: 《董事会战略与可持续发展委员会工作细则》
Zheng Quan Zhi Xing· 2025-08-15 16:24
Group 1 - The company establishes a Strategic and Sustainable Development Committee to enhance core competitiveness and improve decision-making processes for major investments and sustainable development planning [2][3] - The committee is composed of five directors, including at least one independent director, and is chaired by the company's chairman [5][6] - The committee's main responsibilities include researching long-term development strategies, major investment decisions, and sustainability-related matters, and submitting proposals to the board for approval [6][8] Group 2 - The decision-making process involves the submission of reports on major investment and capital operations by relevant departments or subsidiaries, which the committee reviews before presenting to the board [8] - The committee is required to hold at least one meeting annually, with a quorum of two-thirds of its members present for decisions to be valid [10][11] - The committee may invite company directors and senior management to meetings and can hire external consultants for professional advice as needed [11]
德冠新材: 总裁工作细则
Zheng Quan Zhi Xing· 2025-08-15 16:24
Group 1 - The company aims to improve its corporate governance structure and regulate the behavior of senior management to protect the rights of shareholders and creditors [1][2] - The president is responsible for the daily management of the company and must report to the board of directors [2][3] - The president's term is three years, and they can resign before the term ends following the procedures outlined in the company's articles of association [2][4] Group 2 - The president must be a full-time employee, and their appointment must follow legal procedures without interference from any organization or individual [2][4] - Specific criteria disqualify individuals from serving as president or senior management, including criminal convictions and financial irresponsibility [2][4][5] Group 3 - The president has various responsibilities, including implementing the board's resolutions, managing the company's operations, and proposing the appointment or dismissal of other senior management [4][5] - The financial director is responsible for financial management, including preparing financial reports and ensuring compliance with regulations [5][6] Group 4 - The company has established a reporting system where the president must regularly report to the board on the company's operational status and any significant changes [13][14] - Performance evaluation and compensation for the president and senior management are linked to the company's performance [32][33]
亚太科技: 《董事会议事规则》
Zheng Quan Zhi Xing· 2025-08-15 16:24
General Principles - The purpose of the rules is to protect the rights of Jiangsu Asia-Pacific Light Alloy Technology Co., Ltd. and its shareholders, standardize the behavior of directors, clarify the methods and procedures of board meetings, and ensure efficient and orderly decision-making [1][3] - The board of directors is the decision-making body for the company's management, aiming to maximize the interests of the company and all shareholders, with directors not representing any individual shareholder's interests [4] Board Powers - The board has the authority to convene shareholder meetings, report work to shareholders, execute shareholder resolutions, and decide on the company's operational plans and investment proposals [6] - The board is responsible for formulating profit distribution plans, managing capital changes, and making decisions on significant acquisitions, mergers, and other major corporate actions [6][7] Chairman's Powers - The chairman of the board is responsible for presiding over shareholder meetings and board meetings, supervising the execution of board resolutions, and exercising other powers granted by the board [9] Board Composition - The board consists of five directors, including two independent directors and one employee representative director, with a chairman and a board secretary [11] Meeting Notification and Attendance Rules - The board must hold at least two meetings annually, with notifications sent to all directors at least ten days in advance [14] - Directors must personally attend meetings, and if unable to do so, they may appoint another director to attend on their behalf, with specific rules regarding delegation [16][17] Proposal Rules - Proposals for board meetings must comply with legal and regulatory requirements, align with the interests of the company and shareholders, and be submitted in writing [21] - Shareholders, directors, and the general manager can submit proposals, which should be reviewed and categorized by the board secretary before being presented to the chairman [22] Meeting Procedures and Resolutions - A quorum for board meetings requires the presence of more than half of the directors, and decisions must be approved by a majority of the directors present [29] - Each proposal must be discussed by a designated speaker, and for significant investment projects, expert evaluations are required to prevent errors [32] Post-Meeting Matters - Meeting records, including attendance and voting results, must be maintained for at least ten years, and the board secretary is responsible for reporting meeting minutes and resolutions to regulatory authorities [42][43]
德冠新材: 提名与发展战略委员会工作制度
Zheng Quan Zhi Xing· 2025-08-15 16:24
General Provisions - The purpose of the system is to standardize the election and appointment of directors and senior management of Guangdong Deguan Film New Materials Co., Ltd. to adapt to the company's medium and long-term development strategy and major investment decision needs [2][3] - The system is established in accordance with relevant laws, regulations, and the company's articles of association [2][3] Committee Composition - The Board Nomination and Development Strategy Committee consists of more than three directors, with independent directors accounting for more than half [3][4] - The committee is chaired by an independent director, who is elected by the committee members and approved by the board [4][5] Responsibilities and Authority - The committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and researching the company's medium and long-term development strategy and major investment decisions [9][10] - The committee must submit proposals to the board regarding the nomination or dismissal of directors and the hiring or firing of senior management [9][10] Review Procedures - The committee conducts research on the selection conditions and procedures for directors and senior management based on relevant laws and the company's actual situation [13][14] - The committee is required to gather information on potential candidates, including their professional background and qualifications, and submit recommendations to the board [14][15] Meeting Rules - Committee meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [20][21] - Meetings can be held in various formats, including in-person, video, or telephonic, and must be documented accurately [21][22][26] Miscellaneous - The system is subject to modification and interpretation by the board and will take effect upon approval [30][31]
众兴菌业: 半年报董事会决议公告
Zheng Quan Zhi Xing· 2025-08-15 16:24
Group 1 - The board of directors of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd. held its 14th meeting on August 15, 2025, with all 9 directors present [1] - The board approved the proposal for the company's 2025 semi-annual report with a unanimous vote of 9 in favor [2] - The board also approved the proposal to renew the company's auditing firm for the 2025 fiscal year, pending approval from the upcoming shareholders' meeting [2][3] Group 2 - The board approved a proposal to amend the company's business scope and revise the articles of association, which will also require approval from the shareholders' meeting [3][4] - The company will no longer have a supervisory board following the approval of the revised articles of association [3] - The board proposed to adjust the company's organizational structure, which will also be submitted for shareholder approval [4][7] Group 3 - The board approved several governance system revisions and the establishment of new management systems to enhance operational compliance [6][7] - The company plans to issue technology innovation bonds, which will require shareholder approval [7][8] - A second extraordinary general meeting of shareholders is scheduled for September 15, 2025, to discuss various proposals [8]
甬金股份: 2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss various proposals, including profit distribution and amendments to governance documents [4][5][6] - The meeting will take place on September 1, 2025, at the company's conference room in Zhejiang Province [4][5] - The agenda includes a proposal for a cash dividend distribution of 3 RMB per 10 shares, totaling approximately 109.08 million RMB [6][7] - The company plans to cancel its supervisory board and amend its articles of association to enhance internal governance [7][8] Meeting Procedures - Shareholders and their representatives must register to confirm their attendance and will be required to present identification [2][3] - The meeting will follow a structured agenda, with proposals presented for discussion and voting [4][5] - Voting will be conducted through both on-site and online methods, with results announced by the meeting host [3][5] Proposals for Discussion - Proposal 1: Profit distribution plan for the first half of 2025, with a net profit of 303.19 million RMB [6][7] - Proposal 2: Cancellation of the supervisory board and amendments to the company's articles of association [7][8] - Proposal 3: Amendments to various governance rules, including shareholder meeting rules and investment management guidelines [8][9] Voting and Decision-Making - Shareholders will express their opinions on proposals by voting "for," "against," or "abstaining" [3][4] - The meeting will appoint representatives to oversee the counting of votes [5][6] - Decisions will require a majority or two-thirds majority depending on the type of resolution being voted on [29][30]
皖维高新: 皖维高新九届九次监事会决议公告
Zheng Quan Zhi Xing· 2025-08-15 16:14
Group 1 - The supervisory board of Anhui Wanwei High New Materials Co., Ltd. held its ninth meeting of the ninth session, which complied with the relevant laws and regulations [1] - The meeting reviewed and approved the 2025 semi-annual report, confirming that the report's preparation and review processes were legal and compliant, with no false records or misleading statements [1][3] - The company plans to invest in a new project to build a production line for 200,000 tons of functional polyvinyl alcohol resin per year, which aligns with national industrial policies and is expected to enhance the company's competitiveness and profitability [3][4] Group 2 - The project is designed to replace key imported materials, improve product technology content, and is expected to have positive economic and social benefits without harming the interests of shareholders, especially minority shareholders [3] - The company has made adjustments to its related party transaction and fund management guidelines to align with the latest legal requirements, which will help further standardize corporate governance [3][4]
宜通世纪: 董事、高级管理人员离职管理制度(2025年08月)0804
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The document outlines the management system for the resignation of directors and senior management at Yitong Century Technology Co., Ltd, aiming to ensure stable corporate governance and protect shareholder rights [1][2][3] Chapter Summaries Chapter 1: General Provisions - The system is established to regulate the resignation of directors and senior management, ensuring compliance with relevant laws and the company's articles of association [1] Chapter 2: Resignation Circumstances and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, which will be disclosed within two trading days [2] - Resignation becomes effective upon the delivery of the resignation report, except in cases where it affects the minimum number of board members [2] - The company can dismiss directors through a shareholder resolution, effective immediately upon the resolution [2] Chapter 3: Handover Procedures and Unresolved Matters - Resigning directors and senior management must hand over all relevant documents and assets within three working days after resignation [3] - The audit committee may decide to initiate a departure audit for significant matters involving the resigning personnel [3] Chapter 4: Obligations of Resigning Directors and Senior Management - The loyalty obligations of directors and senior management remain valid for three years post-resignation, and confidentiality obligations continue until the information becomes public [4] - There are restrictions on the transfer of shares by directors and senior management during and after their tenure [4] Chapter 5: Accountability Mechanism - The board will review any breaches of commitments or obligations by resigning personnel and may pursue compensation for losses incurred [6] - Resigning personnel can appeal the board's decisions regarding accountability within 15 days [6] Chapter 6: Supplementary Provisions - Terminology used in the document aligns with that in the company's articles of association [7] - The board holds the authority to interpret the system, which takes effect upon approval [7]