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汉宇集团: 公司章程
Zheng Quan Zhi Xing· 2025-08-15 11:17
Core Points - The company is named Hanyu Group Co., Ltd., established in Jiangmen, Guangdong, and registered with a capital of RMB 603 million [4][5] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 34 million shares on October 14, 2014, and listed on the Shenzhen Stock Exchange on October 30, 2014 [3][4] - The company's business scope includes the production and sale of home appliances, medical devices, new energy vehicles, and various technological services [5][6] Chapter Summaries General Provisions - The company aims to protect the rights of shareholders, employees, and creditors while adhering to the Company Law and Securities Law of the People's Republic of China [3] - The company is a permanent joint-stock company, with its legal representative being the chairman [4][5] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [4][5] Business Objectives and Scope - The company's business objective is to utilize advanced production technology and scientific management methods to enhance economic efficiency and provide satisfactory returns to investors [5] - The business scope includes manufacturing and selling home appliances, medical devices, new energy vehicles, and providing various technical services [5][6] Shares - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [7] - The initial total share capital was 100 million shares, all ordinary shares, with specific shareholding percentages for the founders [8][9] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [9] Shareholders and Shareholder Meetings - The company maintains a shareholder register based on records from the securities registration and settlement institution [14] - Shareholders have rights to dividends, attend meetings, supervise management, and request information [14][15] - The company must hold annual shareholder meetings within six months after the end of the previous fiscal year [24] Decision-Making and Voting - Shareholder resolutions can be ordinary or special, requiring a simple majority or two-thirds majority, respectively [49] - The company must provide detailed information about board candidates during shareholder meetings [30] - The company is required to maintain accurate records of shareholder meetings, including attendance and voting results [46][47]
汉宇集团: 总经理工作制度
Zheng Quan Zhi Xing· 2025-08-15 11:17
汉宇集团股份有限公司 第一条 为完善汉宇集团股份有限公司(以下简称"公司")治理结构,明 确总经理职责,确保总经理的工作效率和科学决策,根据《中华人民共和国公司 法》(以下简称"《公司法》")等有关法律、法规、规范性文件及《汉宇集团 股份有限公司章程》(以下简称"公司章程")的规定,特制定本制度。 第二条 本制度适用人员范围为总经理班子成员,包括总经理、副总经理、 财务负责人,总经理班子成员应按照公司章程和本制度规定,对公司经营活动实 行有效管理和全面负责。 第二章 任职资格和任免程序 第三条 有下列情形之一的,不得担任公司总经理及其他高级管理人员: (一)无民事行为能力或者限制民事行为能力; (二)因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序, 被判处刑罚,或者因犯罪被剥夺政治权利,执行期满未逾五年,被宣告缓刑的, 自缓刑考验期满之日起未逾二年; (三)担任破产清算的公司、企业的董事或者厂长、经理,对该公司、企业 的破产负有个人责任的,自该公司、企业破产清算完结之日起未逾三年; 第一章 总则 第五条 公司总经理由董事长提名,董事会聘任;副总经理、财务负责人由 总经理提名,董事会聘任。 第六条 ...
汉宇集团: 董事会提名委员会工作细则
Zheng Quan Zhi Xing· 2025-08-15 11:17
Core Points - The company establishes a Nomination Committee to enhance its governance structure and ensure compliance with relevant laws and regulations [1][2] - The Nomination Committee is responsible for drafting selection criteria and procedures for directors and senior management, as well as proposing candidates to the board [1][3] - The committee consists of three members, with two being independent directors, and is chaired by an independent director [2][4] Section Summaries General Provisions - The Nomination Committee is created to regulate the selection of directors and senior management, ensuring adherence to the company's articles of association and relevant laws [1] - The committee is accountable to the board and must submit resolutions and related proposals for board review [1][2] Composition of the Nomination Committee - The committee is composed of three directors, including two independent directors [2] - The nomination of committee members can be proposed by the chairman, a majority of independent directors, or more than one-third of all directors [2][4] Powers of the Nomination Committee - The committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management [3][4] - If the board does not fully adopt the committee's recommendations, it must document the reasons for non-acceptance [3] Decision-Making Procedures - The committee must act in accordance with legal obligations and the company's articles of association [4] - The selection process for candidates involves communication with shareholders, internal searches, and thorough evaluations of candidates' qualifications [3][4] Meeting Procedures - Meetings require a three-day notice and must be attended by at least two-thirds of the committee members to be valid [5][6] - Decisions are made through a named voting process, and members must recuse themselves if they have a conflict of interest [5][6] Confidentiality and Record-Keeping - All committee members and attendees are bound by confidentiality regarding meeting discussions [6] - Meeting records must be maintained for at least ten years [6]
中路股份: 独立董事专门会议工作细则
Zheng Quan Zhi Xing· 2025-08-15 11:17
Core Viewpoint - The document outlines the governance structure and operational mechanisms for the independent directors of Zhonglu Co., Ltd, emphasizing the protection of minority shareholders and the importance of independent decision-making [1][2]. Chapter Summaries Chapter 1: General Principles - The company establishes rules to enhance its corporate governance and protect the interests of minority shareholders and stakeholders, in accordance with relevant laws and regulations [1]. Chapter 2: Working Mechanism - Independent director meetings are convened by a majority of independent directors, who elect a chairperson. If the chairperson is unable to perform their duties, two or more independent directors can convene a meeting [2]. - Independent directors must submit an annual report to the shareholders' meeting detailing their responsibilities and participation in independent director meetings [2]. - The company is responsible for ensuring the necessary conditions for independent director meetings, including providing operational data and support for site visits [2]. Chapter 3: Responsibilities and Authority - Certain matters, such as related party transactions and changes to commitments, must be discussed in independent director meetings and require majority approval before being submitted to the board [3]. - Independent directors have special rights, including hiring external consultants and proposing meetings, which must be disclosed by the company [3]. Chapter 4: Meeting Rules - Independent director meetings should be held regularly or as needed, with a minimum of three days' notice provided to all independent directors [4]. - A quorum for meetings requires the presence of a majority of independent directors, and non-independent directors may attend but cannot vote [4]. - Meetings can be conducted in person or via communication methods, and independent directors must maintain confidentiality regarding meeting discussions [4]. Chapter 5: Supplementary Provisions - The rules take effect upon approval by the board and will be governed by relevant laws and the company's articles of association in case of any discrepancies [5].
海伦哲: 监事会决议公告
Zheng Quan Zhi Xing· 2025-08-15 10:13
证券代码:300201 证券简称:海伦哲 公告编号:2025- 徐州海伦哲专用车辆股份有限公司 第六届监事会第十次会议决议公告 本公司及监事会全体成员保证信息披露内容的真实、准确和完整,没有虚假 记载、误导性陈述或重大遗漏。 一、监事会会议召开情况 徐州海伦哲专用车辆股份有限公司(以下简称"公司")第六届监事会第十次 会议于 2025 年 8 月 15 日以通讯方式召开。本次会议通知于 2025 年 8 月 5 日以 通讯方式发出。 经与会监事认真审议,会议通过了以下议案: 经审议,监事会认为:公司董事会编制的《2025 年半年度报告》全文及其摘 要符合法律、法规和《公司章程》的有关规定,其内容与格式符合中国证监会和 深圳证券交易所的各项规定,所包含的信息真实、准确、完整地反映了本公司 2025 年上半年度的财务状况、经营成果和现金流量,不存在任何虚假记载、误导性陈 述或者重大遗漏。 公司监事会审议通过了《徐州海伦哲专用车辆股份有限公司 2025 年半年度 报告》全文及其摘要,具体内容详见公司同日在创业板信息披露平台巨潮资讯网 (www.cninfo.com.cn)上发布的《徐州海伦哲专用车辆股份有限公司 2 ...
华丽家族治理危机未解又跨界 标的亏损是否关联输血?
Xin Lang Zheng Quan· 2025-08-15 08:27
Core Viewpoint - The governance crisis at Huali Family (600503.SH) has raised regulatory concerns due to failed shareholder meetings and questionable cross-industry acquisitions, revealing long-term operational risks [1][2]. Governance Crisis - The annual shareholder meeting on May 17, 2023, resulted in all 21 proposals being rejected, including critical items like the annual report and board re-election, primarily due to opposition from the second-largest shareholder, Ze Xi Investment, which holds 5.62% of shares [2]. - Ze Xi Investment's objections were based on claims of increased executive compensation despite declining performance and violations of company bylaws, stemming from the board's refusal to disclose their prior proposals [2]. Regulatory Scrutiny - The Shanghai Stock Exchange issued a regulatory letter demanding the company to analyze the reasons for the proposal rejections, assess governance effectiveness, and disclose crisis resolution plans [3]. - The company claimed no significant governance flaws, but the failed shareholder meeting highlighted decision-making failures [3]. - Huali Family's plan to invest 300 million yuan in the loss-making pharmaceutical company Haihe Pharmaceutical raised questions about the rationale behind choosing a continuously unprofitable target [3]. Financial Concerns - As of Q1 2025, Huali Family's cash reserves were only 168 million yuan, with the proposed 300 million yuan investment exceeding 15% of its net assets, raising concerns about the company's ability to manage cash flow amidst ongoing losses [4]. - The company has not provided a clear strategy to address the long-term financial impact of the investment in a loss-making entity [4].
龙源技术: 烟台龙源电力技术股份有限公司总经理工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-15 08:18
General Overview - The document outlines the operational guidelines for the General Manager of Yantai Longyuan Power Technology Co., Ltd, emphasizing compliance with various laws and regulations [1][2][3] Responsibilities and Reporting - The General Manager is responsible to the Board of Directors and must report on work progress, especially during board meetings [2][5] - The Board has the authority to appoint or dismiss the General Manager and other senior management based on nominations [2][3] Qualifications and Appointment Procedures - Specific disqualifications for the General Manager include criminal convictions related to financial misconduct, bankruptcy involvement, and other legal restrictions [3][4] - The General Manager's term is set for three years, with the possibility of reappointment [3][4] Powers and Duties - The General Manager has extensive powers including managing daily operations, formulating development strategies, and overseeing financial plans [4][5] - Responsibilities also include approving budgets, investment plans, and ensuring compliance with legal and regulatory frameworks [4][5] Meetings and Decision-Making - The General Manager is responsible for convening and leading management meetings to discuss operational matters and make decisions within the scope of authority [6][7] - Special meetings can be called to address specific issues, with a requirement for a majority of management members to be present [7][8] Reporting System - Regular reporting to the Board includes updates on the execution of board decisions, operational challenges, and significant investment projects [9][10] - The General Manager is also required to report to employee representative assemblies to gather feedback [10][11] Final Provisions - The guidelines will be effective upon approval by the Board and will be subject to revisions as necessary [11][12]
龙源技术: 董事会决议公告
Zheng Quan Zhi Xing· 2025-08-15 08:07
证券代码:300105 证券简称:龙源技术 公告编号:临 2025-041 烟台龙源电力技术股份有限公司 第六届董事会第十一次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整, 没有虚假记载、误导性陈述或重大遗漏。 烟台龙源电力技术股份有限公司(以下简称"公司")第六届董事 会第十一次会议于 2025 年 8 月 14 日在烟台公司本部以现场及通讯方 式召开。根据《烟台龙源电力技术股份有限公司章程》(以下简称" 《公司章程》")有关规定,本次会议通知已于 2025 年 8 月 1 日以邮 件方式发出,与会董事已知悉本次会议议案并同意召开会议。公司董 事会应出席会议董事 8 人,实际出席会议董事 8 人。马丽群董事、张 敏董事,独立董事高建伟、赵毅以通讯方式参会。董事长曲增杰先生 主持本次会议,公司监事及部分高级管理人员列席。本次会议的通知 、召集、召开和表决程序符合有关法律法规和《公司章程》的规定。 会议经认真审议,以举手方式表决,形成如下决议: 一、董事会会议审议情况 (一)审议通过《董事会审计委员会更名并补选委员》的议案 表决结果:8 票赞成、0 票反对、0 票弃权。 为进一步完善公 ...
伯朗特“200万天价月薪”引爆股东战争:第十大股东公开信要求“清除”董事长
Hua Xia Shi Bao· 2025-08-15 06:43
公开信一出,再次将伯朗特推上舆论的风口浪尖。事实上,近年来伯朗特持续亏损、业绩下滑,从2021 年至2025年上半年期间,伯朗特累计亏损超过4亿元。决议公告显示,"持续亏损"是《关于总经理固定 月工资200万元的议案》被否决的原因,议案以1票同意、4票反对未获通过。 曾扬名"新三板" 公开资料显示,伯朗特机器人成立于2008年5月,主要从事机器人和机械手的研发,属于行业内较早踏 足机器人制造领域的企业。经过数年发展,伯朗特在2014年挂牌新三板,其创始人兼董事长尹荣造曾喊 出"万亿市值目标"和"百亿定增"等豪言被称为新三板"狂人"。但在2023年4月,伯朗特因审计争议被摘 牌,随后其接连起诉三任审计机构,均以败诉告终。该事件的另一"主角"君岚投资是伯朗特机器人的投 资方之一,也是公司的第十大股东。 公告显示,《关于总经理固定月工资200万元的议案》意在激励总经理继续消除公司因摘牌而遭受的负 面影响,力求实现年度业绩的扭亏为盈。而反对的董事们认为,在公司当前持续亏损的状态下,高薪激 励方案不合理。其中董事杨医华表示,公司应先努力弥补亏损,待盈利后再考虑提高薪酬待遇;董事周 秋华也指出:"我对总经理的努力、所采取 ...
江苏通达动力科技股份有限公司2025年半年度报告摘要
Core Points - The company, Jiangsu Tongda Power Technology Co., Ltd., held its second board meeting of the seventh session on August 13, 2025, to review and approve the 2025 semi-annual report and its summary [9][10]. - The board unanimously agreed to not distribute cash dividends or issue bonus shares during the reporting period [3]. - The company confirmed that there were no changes in the controlling shareholder or actual controller during the reporting period [5][6]. Group 1: Company Overview - Jiangsu Tongda Power Technology Co., Ltd. is identified by the stock code 002576 and is referred to as Tongda Power [1]. - The company ensures that all information disclosed is true, accurate, and complete, with no false records or misleading statements [8]. Group 2: Board Meeting Details - All seven directors attended the board meeting, and the meeting was conducted in compliance with relevant laws and regulations [9][10]. - The board approved the election of Jiang Yufeng as the representative director to execute company affairs, with the term lasting until the end of the seventh board session [14]. Group 3: Upcoming Shareholder Meeting - The first temporary shareholder meeting of 2025 is scheduled for September 4, 2025, at 14:30, with both on-site and online voting options available [20][21]. - Shareholders must register by August 29, 2025, to participate in the meeting [23].