公司治理结构完善
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迅捷兴: 关于取消监事会并修订《公司章程》及制定、修订部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-15 16:32
Group 1 - The company has decided to abolish the supervisory board and amend its articles of association to enhance corporate governance and compliance with relevant laws and regulations [1][2][3] - The supervisory board's powers will be transferred to the audit committee of the board of directors, and related rules will be abolished [1][2] - The amendments to the articles of association include changes to the rights and obligations of shareholders, the role of the legal representative, and the procedures for shareholder meetings [2][3][4] Group 2 - The revised articles of association specify that the chairman of the board will serve as the legal representative of the company [3][4] - The company will maintain its total share capital at 133.39 million shares, all of which are ordinary shares [6] - The company has established new rules regarding the issuance of shares and the rights of shareholders, ensuring equal rights for all shares of the same category [6][7] Group 3 - The company has outlined the procedures for increasing capital, including public offerings and other methods as approved by the shareholders' meeting [8][9] - The company will not repurchase its own shares, except under specific circumstances defined in the revised articles [10][11] - The company has clarified the responsibilities of shareholders, including compliance with laws and regulations, and the prohibition of actions that harm the interests of the company or other shareholders [21][22] Group 4 - The company has established clear guidelines for the board of directors and shareholders regarding the approval of external guarantees and the conditions under which they can be provided [26][27] - The company will ensure that any guarantees provided to related parties are based on reasonable commercial logic and will require counter-guarantees from controlling shareholders [27][28] - The company has set forth the rights of shareholders to propose agenda items for shareholder meetings and the procedures for doing so [28][29]
毕得医药: 第二届监事会第十八次会议决议公告
Zheng Quan Zhi Xing· 2025-07-15 16:14
Group 1 - The company held its 18th meeting of the second Supervisory Board on July 15, 2025, with all three supervisors present, ensuring compliance with relevant laws and regulations [1][2] - The Supervisory Board decided to abolish the Supervisory Board and transfer its powers to the Audit Committee of the Board of Directors, in accordance with the new Company Law and the revised Guidelines for Listed Companies [1][2] - The company plans to modify its business scope and amend relevant provisions in its Articles of Association to reflect these changes [1] Group 2 - The company proposed to reappoint Zhonghui Certified Public Accountants as the financial report auditor and internal control auditor for the fiscal year 2025, with audit fees to be negotiated based on market principles [2] - The resolution regarding the reappointment of the auditing firm received unanimous approval from all supervisors and will be submitted to the shareholders' meeting for further consideration [2]
中国海防: 中国海防第九届董事会第三十七次会议决议公告
Zheng Quan Zhi Xing· 2025-07-15 09:10
等相关法律、法规、规范性文件的规定,结合公司实际情况,公司拟取 消监事会并对《公司章程》的部分内容进行修订,监事会相关职权由董 事会审计委员会承接,同时公司的《监事会议事规则》随之废止。 证券代码:600764 股票简称:中国海防 编号:临 2025-028 中国船舶重工集团海洋防务与信息对抗股份有限公司 第九届董事会第三十七次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误 导性陈述或者重大遗漏,并对其内容的真实性、准确性和完整性承担法 律责任。 限公司(以下简称"公司")第九届董事会第三十七次会议在公司会议 室以通讯方式召开,会议通知及材料及时送达全体董事。本次会议由公 司董事长陈远锦先生主持,应出席会议董事 7 名,实际参会董事 7 名。 本次董事会会议的召开符合《中华人民共和国公司法》和《中国船舶重 工集团海洋防务与信息对抗股份有限公司章程》的有关规定。本次会议 经与会董事的认真讨论,投票表决,形成如下决议: 一、审议通过《关于取消监事会及修订 <公司章程> 的议案》 为进一步完善公司治理结构,推动公司规范运作,根据《中华人民 共和国公司法(2023 年修订)》 《上市公司章程 ...
唐山港: 唐山港集团股份有限公司关于取消监事会并修订《公司章程》及其附件的公告
Zheng Quan Zhi Xing· 2025-07-15 08:20
Core Viewpoint - The company plans to cancel its supervisory board and amend its articles of association to enhance corporate governance and comply with updated regulations [1][2]. Group 1: Cancellation of Supervisory Board - The company has decided to abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors [1]. - This decision is based on the need to improve the company's governance structure and align with the latest legal and regulatory requirements [1][2]. Group 2: Amendments to Articles of Association - The amendments to the articles of association include changes to the roles and responsibilities of the board and the legal representative of the company [3][4]. - New provisions have been added to clarify the responsibilities of the legal representative and the company's liability in civil matters [5]. - The articles now specify that shareholders have rights to dividends and other benefits proportional to their shareholdings [7][8]. Group 3: Governance and Compliance - The company emphasizes the importance of adhering to the Party's leadership and maintaining compliance with relevant laws and regulations [2][6]. - The revised articles outline the rights and obligations of shareholders, including the ability to supervise company operations and participate in decision-making [7][8]. - The company has established mechanisms to ensure that major decisions, such as capital increases and external guarantees, require shareholder approval [16][17].
万邦达: 第五届监事会第三十次会议决议公告
Zheng Quan Zhi Xing· 2025-07-14 12:18
证券代码:300055 证券简称:万邦达 公告编号:2025-032 本公司及监事会全体成员保证公告内容真实、准确、完整,没有虚假记载、 误导性陈述或重大遗漏。 北京万邦达环保技术股份有限公司(以下简称"公司")于 2025 年 7 月 10 日,以电子邮件的方式向全体监事发出召开第五届监事会第三十次会议的通知。 会议于 2025 年 7 月 14 日上午 10:00 在公司会议室以电话会议的方式召开,以 巡签方式表决。会议应出席监事 3 人,实际出席监事 3 人。会议由监事会主席赵 磊先生召集并主持。会议的召集和召开符合《中华人民共和国公司法》和《北京 万邦达环保技术股份有限公司章程》的有关规定。 经全体监事审议,表决形成如下决议: 一、审议通过了《关于修订 <公司章程> 的议案》 根据《公司法》《上市公司章程指引》等法律法规的相关规定,结合公司实 际情况,公司拟取消监事会,监事会的职权由董事会审计委员会行使,并对《公 司章程》进行修订。 监事会认为:本次监事会取消后其职权由董事会审计委员会行使,修订《公 司章程》符合《公司法》《上市公司章程指引》等法律、法规、规范性文件的最 新规定,有利于贯彻落实最新法律 ...
宏华数科: 杭州宏华数码科技股份有限公司第七届监事会第二十一次会议决议公告
Zheng Quan Zhi Xing· 2025-07-14 10:12
的有关规定,会议决议合法、有效。 证券代码:688789 证券简称:宏华数科 公告编号:2025-023 杭州宏华数码科技股份有限公司 第七届监事会第二十一次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性依法承担法律责任。 一、监事会会议召开情况 杭州宏华数码科技股份有限公司(以下简称"公司")于 2025 年 7 月 11 日以 现场方式召开了第七届监事会第二十一次会议。本次会议通知于 2025 年 7 月 4 日通 过专人、电子邮件方式送达全体监事。会议应出席监事 3 人,实际出席监事 3 人, 会议由公司监事会主席葛晨文先生主持。会议的通知、召集、召开和表决程序符合 《中华人民共和国公司法》等法律法规以及《杭州宏华数码科技股份有限公司章程》 二、监事会会议审议情况 经全体监事表决,形成决议如下: 审议通过《关于取消监事会、修订 <公司章程> 及其附件并办理工商变更登记的 议案》 为了进一步完善公司治理结构,促进公司规范运作,根据 2024 年 7 月 1 日起实 施的《公司法》及 2025 年 3 月 28 日起实施的《 ...
荣晟环保: 浙江荣晟环保纸业股份有限公司2025年第三次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-14 09:10
Core Viewpoint - Zhejiang Rongsheng Environmental Paper Industry Co., Ltd. is holding its third extraordinary general meeting of shareholders in 2025 to discuss various proposals, including the revision of the company's management system to prevent the occupation of company funds by controlling shareholders and related parties [1][4]. Group 1: Meeting Details - The meeting is scheduled for July 23, 2025, at 14:00, with a network voting period on the same day [4][5]. - The meeting will combine on-site and online voting methods, with specific time slots for voting [5][6]. - Legal representatives will be present to witness the meeting and provide legal opinions [4][5]. Group 2: Agenda and Proposals - The agenda includes sign-in, speech by the host, reading of meeting rules, and voting on the proposed resolutions [5][6]. - One of the key proposals is to cancel the supervisory board, change the registered capital, and amend the company's articles of association [6][7]. - The company plans to issue 5.76 million convertible bonds, totaling 576 million yuan, with a conversion period from February 26, 2024, to August 17, 2029 [6][7]. Group 3: Amendments to Articles of Association - The amendments will remove references to the supervisory board and transfer its powers to the audit committee, along with a comprehensive review and revision of the articles of association [6][7]. - Specific changes include updating the registered capital to 272,622,828 yuan and modifying various clauses to reflect the new governance structure [7][8]. - The revised articles will ensure compliance with the latest legal and regulatory requirements, enhancing corporate governance [7][8].
高凌信息: 2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-11 14:08
Meeting Overview - The first extraordinary general meeting of shareholders for Zhuhai Gaoling Information Technology Co., Ltd. is scheduled for July 21, 2025, at 15:00 in Zhuhai, Guangdong Province [5][6] - The meeting will be conducted both in-person and via an online voting system provided by the Shanghai Stock Exchange [5][6] Meeting Procedures - Only authorized participants, including shareholders, representatives, and invited personnel, are allowed to attend the meeting [1][2] - Shareholders must arrive 30 minutes prior to the meeting for registration and must present necessary identification [1][2] - The meeting will follow a structured agenda, including the election of directors and the discussion of various proposals [6][7] Proposals for Discussion - Proposal 1: Abolishment of the Supervisory Board and amendments to the Articles of Association to enhance corporate governance [6][7] - Proposal 2: Changes to the company's business scope to include manufacturing and sales of electrical equipment [7][8] - Proposal 3: A three-year dividend return plan for shareholders from 2025 to 2027 to ensure stable returns [9][10] - Proposal 4: Election of non-independent directors for the fourth board of directors, with specific candidates nominated [12][13] - Proposal 5: Election of independent directors for the fourth board of directors, with candidates meeting regulatory requirements [13][14] Voting and Legal Oversight - Voting will be conducted through both on-site and online methods, with results announced post-meeting [3][4] - A legal representative will be present to oversee the meeting and provide legal opinions [3][4]
圣湘生物: 圣湘生物科技股份有限公司关于不再设置监事会、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· 2025-07-11 12:18
Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association to enhance corporate governance and compliance with relevant laws and regulations [1][2]. Summary by Sections Abolishment of Supervisory Board - The company will no longer have a supervisory board, with its functions being transferred to the audit committee under the board of directors [1]. - This decision is in line with the provisions of the Company Law and aims to improve the company's governance structure [1][2]. Amendments to Articles of Association - The company plans to revise its articles of association to reflect the changes in governance structure and ensure compliance with the latest legal requirements [2]. - Key amendments include: - The definition of the company and its stakeholders has been broadened to include employees [2]. - The legal representative of the company will now be the director representing the company in executing its affairs [2]. - The total number of shares issued by the company remains at 579,388,006 [3]. - The company will not provide financial assistance for the acquisition of its shares, except for employee stock ownership plans [3]. Governance and Compliance - The company emphasizes the importance of adhering to the latest laws and regulations to enhance its governance level [2]. - The audit committee will now assume the supervisory functions previously held by the supervisory board, ensuring continued oversight of the company's operations [1][2].
*ST原尚: 广东原尚物流股份有限公司关于取消监事会并修订《公司章程》及部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-11 11:08
Core Viewpoint - Guangdong Yuanshang Logistics Co., Ltd. has announced the cancellation of its supervisory board and the revision of its articles of association and governance systems in accordance with the new Company Law effective from July 1, 2024, and related regulations [1] Group 1: Cancellation of Supervisory Board - The supervisory board will be abolished to enhance the company's governance structure and comply with market supervision requirements, with its powers transferred to the audit committee of the board of directors [1] - The relevant rules and regulations concerning the supervisory board will be abolished accordingly [1] Group 2: Revision of Articles of Association - The articles of association have been revised to align with the new Company Law and other relevant regulations, ensuring the protection of the rights of the company, shareholders, and creditors [2][3] - The chairman of the board will serve as the legal representative of the company, and the resignation of the chairman will also be considered as the resignation of the legal representative [3] - New provisions state that the legal representative's civil activities conducted on behalf of the company will have legal consequences borne by the company [4][5] Group 3: Shareholder Rights and Responsibilities - The articles of association outline that shareholders are liable for the company's debts only to the extent of their subscribed shares [7] - Shareholders have the right to sue the company, its directors, supervisors, and senior management under the provisions of the articles of association [7] - The company must maintain a shareholder register, which serves as proof of share ownership and entitles shareholders to rights and obligations according to their share categories [15]