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能辉科技: 关于修订《公司章程》、修订及制定部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-25 16:14
Core Viewpoint - Shanghai Nenghui Technology Co., Ltd. is revising its articles of association and governance systems to enhance operational standards and corporate governance in compliance with updated laws and regulations [1] Summary by Sections Revision Reasons - The revisions aim to standardize company operations and improve governance based on the latest regulations from the Company Law, Securities Law, and other relevant guidelines [1] Changes to Articles of Association - The first article emphasizes the protection of the rights of the company, shareholders, employees, and creditors [2] - The eighth article maintains that the chairman serves as the legal representative, with changes in the process for appointing and dismissing the legal representative [2] - New provisions clarify the legal consequences of actions taken by the legal representative on behalf of the company [3] - The tenth article states that shareholders are liable only to the extent of their subscribed shares, while the company is liable for its total assets [4] - The eleventh article establishes the articles of association as a binding document for the company and its stakeholders [5] - The structure of the company's shares and the issuance process has been updated to ensure fairness and equality among shareholders [6] - The twenty-fourth article outlines conditions under which the company may repurchase its shares, including specific exceptions [7] - The twenty-sixth article specifies the procedures for share repurchase and the limits on the number of shares that can be held by the company [9] - The thirty-seventh article details the conditions under which board resolutions may be deemed invalid [16] - The forty-second article outlines the requirements for external guarantees and the necessary approvals from the board and shareholders [24][25] Governance and Responsibilities - The responsibilities of shareholders and the obligations they must fulfill are clearly defined, including the prohibition against abusing shareholder rights [20][22] - The obligations of controlling shareholders and actual controllers are emphasized, including the need to act in the company's best interests and comply with legal requirements [41][43] Decision-Making Authority - The powers of the shareholders' meeting are outlined, including the authority to approve major corporate actions such as capital increases, mergers, and financial audits [46][47] - The process for approving significant transactions and financial decisions is clarified, ensuring transparency and accountability [24][25] Financial Assistance and Guarantees - The company must seek board approval for financial assistance and guarantees, with specific conditions outlined for different scenarios [25]
博实结: 关于修订《公司章程》并办理工商变更登记及制定、修订部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-23 12:21
Core Viewpoint - Shenzhen Bosijie Technology Co., Ltd. is revising its Articles of Association and related governance systems, including the abolition of the supervisory board, to optimize its corporate governance structure in compliance with relevant laws and regulations [1][2]. Summary by Sections Revision of Articles of Association and Governance Systems - The company held its second board meeting on July 23, 2025, where it approved the proposal to revise the Articles of Association and related governance systems, which will be submitted to the shareholders' meeting for approval [1][2]. - The supervisory board will be abolished, and its functions will be transferred to the audit committee of the board of directors [1][2]. Reasons and Basis for Revision - The revisions are based on the Company Law of the People's Republic of China, guidelines for listed companies, and the actual situation of the company [1][2]. - The company aims to enhance the protection of the rights and interests of shareholders, creditors, and employees while ensuring compliance with legal requirements [1][2]. Specific Changes in Articles of Association - The first article emphasizes the protection of the rights of shareholders, employees, and creditors [2]. - New provisions regarding the legal representative's responsibilities and the company's liability for civil activities conducted in its name have been added [2]. - The company will now allow shareholders to sue directors, supervisors, and senior management, enhancing accountability [2]. - The issuance of shares will continue to adhere to principles of openness, fairness, and justice, ensuring equal rights for all shareholders [2]. - The company will maintain a share capital structure of 88.99 million shares, all of which are ordinary shares with a par value of RMB 1.00 per share [2].
中欣氟材: 关于修订《公司章程》并办理工商变更登记及修订、制定部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-07-18 13:14
Summary of Key Points Core Viewpoint The announcement details the revisions to the Articles of Association of Zhejiang Zhongxin Fluorine Materials Co., Ltd., which were approved by the board of directors. The revisions aim to align the company's governance structure with current laws and regulations. Group 1: Amendments to Articles of Association - The chairman of the board is now designated as the legal representative of the company, with provisions for the appointment or replacement of the legal representative requiring a majority vote from the board of directors [1][2]. - The revised Articles of Association will become a legally binding document governing the relationships and obligations between the company, shareholders, directors, supervisors, and senior management [2][3]. - Shareholders can sue the company, and the company can sue shareholders, directors, supervisors, and senior management under the revised Articles [2][3]. Group 2: Shareholding and Transfer Regulations - Directors, supervisors, and senior management must declare their shareholdings, with restrictions on transferring shares during their tenure [3][4]. - Shareholders holding more than 5% of the company's shares are required to return profits from buying and selling shares within specified timeframes [3][4]. Group 3: Governance Structure and Responsibilities - The board of directors is responsible for appointing and dismissing senior management, including the general manager and financial director, and determining their remuneration [30][33]. - The audit committee is established to oversee financial practices and ensure compliance with laws and regulations, with independent directors comprising the majority [33][34]. - The company must hold at least two board meetings annually, with specific provisions for calling temporary meetings under certain conditions [31][32].
秦港股份: 秦皇岛港股份有限公司2024年度股东周年大会会议资料
Zheng Quan Zhi Xing· 2025-05-29 09:57
Core Viewpoint - The company proposes to abolish the supervisory board and amend its articles of association and related rules, transferring the supervisory functions to the audit committee of the board of directors [2][3]. Group 1: Meeting Agenda - The annual general meeting will be held on June 27, 2025, at 10:30 AM in Qinhuangdao, Hebei Province [1]. - The agenda includes the announcement of attendees, review of various proposals, and methods for voting on the proposals [1]. Group 2: Proposal to Abolish the Supervisory Board - The proposal to abolish the supervisory board is based on relevant laws and regulations, and the supervisory functions will be assumed by the audit committee [2]. - Key modifications include the removal of references to the supervisory board and the enhancement of shareholder responsibilities [2][3]. - The proposal has been approved by the board of directors and the supervisory board and is now submitted for shareholder review [3]. Group 3: Amendments to Governance Systems - The company aims to improve its governance system and ensure compliance with new legal requirements [3]. - Specific changes include the removal of references to the supervisory board and the unification of terminology from "shareholders' meeting" to "shareholders' assembly" [4]. - Additional modifications will be detailed in attached comparison tables [4]. Group 4: Independent Director Regulations - The independent director rules are established to ensure the independent functioning of non-executive directors and protect the rights of shareholders [5][6]. - Independent directors must not hold other positions within the company and should maintain independence from major shareholders [6][7]. - The rules outline the qualifications, responsibilities, and procedures for the nomination and election of independent directors [10][11]. Group 5: Related Party Transactions - The company has established a system for managing related party transactions to ensure fairness and compliance with regulations [28][29]. - Transactions must be conducted at fair prices, with written agreements outlining the rights and obligations of both parties [29][30]. - The decision-making process for significant related party transactions is defined, requiring board and shareholder approval for transactions exceeding specified thresholds [32][33].
中核华原钛白股份有限公司 第七届董事会第三十六次(临时)会议决议公告
中核华原钛白股份有限公司 第七届董事会第三十六次(临时)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。 一、董事会会议召开情况 登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码:002145 证券简称:中核钛白 公告编号:2025-034 中核华原钛白股份有限公司(以下简称"公司")经全体董事同意豁免会议通知时间要求,于2025年4月 23日以通讯、电子邮件等方式向全体董事送达召开公司第七届董事会第三十六次(临时)会议的通知及 材料。本次会议于2025年4月23日(星期三)在公司会议室以现场结合通讯的方式召开,与会的各位董 事均已知悉与所议事项相关的必要信息。本次会议应参会董事9人,实际出席会议董事9人。 本次会议由董事长袁秋丽女士主持,公司监事、高级管理人员列席本次会议。本次会议的召开符合《中 华人民共和国公司法》等有关法律、法规、规章和《中核华原钛白股份有限公司章程》的规定。 二、董事会会议审议情况 经各位董事认真讨论、审议,形成董事会决议如下: (一)审议通过《关于修订〈公司章程〉的议案》 表决结果:9票同意,0票反对,0票弃权。 ...