公司章程

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华兰疫苗: 关于修订《公司章程》及制定、修订部分治理制度的公告
Zheng Quan Zhi Xing· 2025-06-20 13:03
Core Viewpoint - The company, Hualan Biological Engineering Inc., is revising its articles of association and related governance documents to comply with new regulations and improve corporate governance practices [1]. Summary by Sections Revision of Articles of Association - The company is amending its articles of association and related rules to align with the new Company Law and relevant regulations [1]. - Specific changes include the role of the chairman as the legal representative and the process for appointing a new legal representative within 30 days of resignation [2]. - The company can now provide financial assistance for acquiring its shares, with a limit of 10% of the total issued capital, subject to board approval [2]. Governance Procedures - Shareholders have the right to request the court to declare board resolutions invalid if they violate laws or regulations [3]. - Minor procedural flaws in meetings do not invalidate resolutions unless they have a substantial impact [4]. - Shareholders holding more than 5% of shares must report any pledging of their shares to the company [5]. Responsibilities of Directors and Shareholders - Directors and senior management must act in the best interests of the company and its shareholders, with specific duties outlined to prevent conflicts of interest [6][7]. - The company’s controlling shareholders and actual controllers are required to exercise their rights without harming the interests of the company or other shareholders [8]. Independent Directors - Independent directors must maintain their independence and are subject to specific qualifications and responsibilities to protect minority shareholders' rights [27][28]. - The company is required to evaluate the independence of its independent directors annually [27]. Committees and Decision-Making - The board of directors will establish various committees, including an audit committee, to oversee financial reporting and compliance [30]. - Major investment decisions must be reviewed by relevant experts and approved by the shareholders [24][30].
中兴商业: 关于修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-06-20 12:56
中兴—沈阳商业大厦(集团)股份有限公司(以下简称"公司") 于 2025 年 6 月 20 日召开第八届董事会第三十七次会议及第八届监事 会第二十四次会议,审议通过了《关于修订〈公司章程〉的议案》。 此项议案尚需提交公司 2025 年第二次临时股东会审议。现将有关事 项公告如下: 一、不再设置监事会情况 为进一步完善公司治理结构,根据《公司法》《上市公司章程指 引》等法律法规的规定,结合公司实际,公司将不再设置监事会,监 事会职权由董事会审计委员会行使,公司《监事会议事规则》相应废 止。 中兴—沈阳商业大厦(集团)股份有限公司 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。 在公司股东会审议通过该事项之前,公司第八届监事会仍将严格 按照有关法律法规和《公司章程》的规定继续履行监督职能,维护公 司和全体股东利益。 二、增加注册资本情况 公司于 2025 年 5 月 14 日召开 2024 年度股东大会,审议通过 《2024 年度利润分配及资本公积金转增股本预案》,以 2024 年末股本总数 并于 2025 年 5 月 29 日实施了权益分派,转增后公司总股本增加 ...
华兰生物: 关于修订《公司章程》及制定、修订部分治理制度的公告
Zheng Quan Zhi Xing· 2025-06-20 12:55
Core Viewpoint - The company, Hualan Biological Engineering Co., Ltd., is revising its Articles of Association and related governance documents to comply with new regulations and improve corporate governance practices [1][2]. Summary by Sections Revision of Articles of Association - The company is amending its Articles of Association and related rules to align with the new Company Law and relevant regulations [1]. - Specific changes include the definition of the legal representative, responsibilities of the board, and shareholder rights [1][2]. Key Amendments - The legal representative will now be the Chairman of the Board, and the company must appoint a new legal representative within 30 days of any resignation [1]. - The company’s total share capital is confirmed to be 1,827,456,666 shares [2]. - The company will not provide financial assistance for acquiring its shares, except under specific conditions approved by the shareholders [2][3]. Shareholder Rights and Responsibilities - Shareholders have the right to request information, attend meetings, and propose resolutions [6][7]. - The company must ensure equal rights for shareholders holding the same class of shares [6][7]. - Shareholders holding more than 5% of shares must report any pledges of their shares [12][13]. Governance and Decision-Making - The company’s governance structure allows for shareholder meetings to decide on major issues such as capital increases, mergers, and financial audits [16][17]. - The company must obtain shareholder approval for external guarantees exceeding certain thresholds [16][17]. Legal Compliance - The company is required to comply with legal obligations regarding shareholder rights and corporate governance [12][14]. - Any resolutions made by the board or shareholders that violate laws can be challenged in court [8][9].
华孚时尚: 第九届监事会第三次会议决议公告
Zheng Quan Zhi Xing· 2025-06-20 12:51
Core Viewpoint - The company held its third meeting of the ninth supervisory board, where several key resolutions were passed, including amendments to the company's articles of association and adjustments to the employee stock ownership plan [1][2]. Group 1: Resolutions Passed - The supervisory board approved the proposal to amend the company's articles of association with a vote of 3 in favor, 0 against, and 0 abstentions [1]. - The proposal regarding adjustments to the fourth employee stock ownership plan was discussed but could not be resolved due to insufficient non-related supervisors present for a quorum [2]. - The supervisory board approved the proposal to extend the fundraising project with a unanimous vote of 3 in favor, 0 against, and 0 abstentions [2]. Group 2: Meeting Details - The meeting was convened on June 18, 2025, and was chaired by Mr. Zhang Jisong, the chairman of the supervisory board [1]. - The meeting complied with the requirements of the Company Law of the People's Republic of China and the company's articles of association [1].
辉煌科技: 第八届监事会第十二次会议决议公告
Zheng Quan Zhi Xing· 2025-06-20 12:39
一、监事会会议召开情况 河南辉煌科技股份有限公司(以下简称"公司")第八届监事会第十二次会 议通知于 2025 年 6 月 9 日以传真、电子邮件等方式送达给全体监事,会议于 2025 年 6 月 20 日(星期五)下午 14:30 在北京南四环西路 188 号总部基地 1 区 7 号 楼七层会议室以现场会议的方式召开,会议应到监事 3 人,实到 3 人,会议由监 事会主席黄继军先生主持,本次会议的召开符合法律、法规和《公司章程》的有 关规定。 证券代码:002296 证券简称:辉煌科技 公告编号:2025-020 河南辉煌科技股份有限公司 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。 关过渡期安排》等法律法规、规范性文件等有关规定,结合公司实际情况及需求, 《公司章程》中相关条款进行了相应修订。 《关于修订 <公司章程> 的公告》和修订后的《公司章程(2025 年 6 月修订)》 详见同日巨潮资讯网(http://www.cninfo.com.cn)。 本议案尚需提交股东会审议。 三、备查文件 第八届监事会第十二次会议决议。 河南辉煌科技股份有限公司监事会 ...
慈文传媒: 公司章程(2025年6月)
Zheng Quan Zhi Xing· 2025-06-20 12:24
Group 1 - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations [2][3] - The company was approved by the Zhejiang Provincial People's Government Securities Commission on July 13, 1998, and registered with the Jiangxi Provincial Administration for Industry and Commerce in September 2022 [2] - The registered capital of the company is RMB 474,949,686 [2][3] Group 2 - The company's business purpose is to operate in accordance with national laws and regulations, focusing on honest credit and legal operations to maximize shareholder and employee value [4] - The company engages in broadcasting and television program production, performance brokerage, and other related services [5] Group 3 - The company has issued a total of 474,949,686 shares, all of which are ordinary shares [6] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [6][7] Group 4 - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7] - The company may reduce its registered capital in accordance with the Company Law and relevant regulations [7] Group 5 - The company’s shareholders have rights to dividends and other benefits proportional to their shareholdings [13] - Shareholders can request to convene a shareholders' meeting and exercise their voting rights [13][14] Group 6 - The company’s shareholders' meeting is the authority of the company, responsible for electing directors, approving profit distribution plans, and making decisions on capital increases or decreases [44][45] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [46] Group 7 - The company must disclose information regarding significant events and maintain the independence of its operations and finances [41][42] - The controlling shareholders and actual controllers must not abuse their power or harm the interests of the company or other shareholders [41][42]
中国铁建: 中国铁建公司章程(2025年修订)
Zheng Quan Zhi Xing· 2025-06-20 12:22
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while establishing a modern corporate governance system in accordance with relevant laws and regulations [2][3] - The company was established on November 5, 2007, with a registered capital of RMB 1,357,954.15 million [3][4] Business Objectives and Scope - The company's business objectives include lawful operation, integrity, and creating value for society while maximizing shareholder interests [5] - The business scope encompasses various engineering and construction services, including railways, highways, urban transit, and international project contracting [5][6] Shares - The company has issued a total of 1,357,954.15 million shares, with 84.71% being domestic ordinary shares and 15.29% being foreign-listed shares [7] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same category [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participation in meetings, and access to company documents, while also bearing responsibilities as per their shareholdings [14][40] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [40][41] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for convening and voting [48][49] - Shareholder proposals must be submitted in writing and are subject to legal and regulatory compliance [58][59] Voting and Resolutions - Resolutions can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][81]
中国核建: 中国核建公司章程(2025年第一次修订)
Zheng Quan Zhi Xing· 2025-06-20 12:06
中国核工业建设股份有限公司 章程 (2025 年第一次修订) 目 录 中国核工业建设股份有限公司章程 第一章 总 则 第一条 为规范中国核工业建设股份有限公司(以下简称"公司") 的组织 和行为,全面贯彻落实"两个一以贯之"重要要求,坚持和加强党的全面领导, 完善公司法人治理结构,建设中国特色现代企业制度,维护公司、股东、职工和 债权人的合法权益,规范公司的组织和行为,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》)、《中国共 产党章程》和其他有关规定,特制定本章程。 公司经国务院国有资产监督管理委员会以《关于设立中国核工业建设股份有 限公司的批复》(国资改革20101473 号)批准,以发起方式设立,并于 2010 年 12 月 21 日在国家工商行政管理总局注册登记,取得营业执照,统一社会信 用代码:911110000717828569P。 第三条 公司于 2016 年 5 月 11 日经中国证券监督管理委员会 (以下简称 "中 国证监会")批准,首次向社会公众发行人民币普通股 52,500 万股,于 2016 年 第四条 公司注册名称: 中文全称:中 ...
佳都科技: 佳都科技2025年第四次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-06-20 11:43
Core Points - The company is holding its fourth extraordinary general meeting of shareholders on June 30, 2025, to discuss various proposals [1][5][10] - The meeting will include voting on several key resolutions, including changes to the company's registered capital and amendments to the articles of association [3][6][10] Proposal Summaries - **Proposal 1: Change of Registered Capital** The company plans to reduce its registered capital from CNY 2,144,492,465 to CNY 2,132,599,261 due to the repurchase and cancellation of 1,262,200 shares and other adjustments [3][4][10] - **Proposal 2: Amendment to Articles of Association** The company will abolish the supervisory board, transferring its powers to the audit committee of the board of directors, and will revise related rules accordingly [6][10] - **Proposal 3: Amendment to Shareholders' Meeting Rules** The company proposes to revise the rules governing shareholders' meetings in compliance with new regulations [7][10] - **Proposal 4: Amendment to Board of Directors' Meeting Rules** The company intends to update the rules for board meetings to align with regulatory changes [8][10] - **Proposal 5: Amendment to Cumulative Voting Implementation Rules** The company seeks to revise the implementation rules for cumulative voting in accordance with new regulatory requirements [10][11] - **Proposal 6: Amendment to Profit Distribution Management System** The company proposes changes to its profit distribution management system to comply with updated regulations [11][10] - **Proposal 7: Director Compensation Plan** The proposed compensation for internal directors will be based on their specific roles, while external and independent directors will receive a proposed annual salary of CNY 200,000 before tax [13][10] - **Proposal 8: Authorization for Disposal of Equity in Associated Companies** The company seeks authorization to allow the board to manage the disposal of equity in associated companies based on market conditions [15][10] - **Proposal 9: Election of the 11th Board of Directors** The company will elect four candidates for the 11th Board of Directors, with a term of three years starting from the approval date [16][17][10] - **Proposal 10: Election of Independent Directors** The company will elect three independent directors for the 11th Board, with candidates already approved by the Shanghai Stock Exchange [20][22][10]
爱柯迪: 公司章程(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-20 11:36
Core Points - The articles outline the articles of association for IKD Co., Ltd., emphasizing the legal framework and governance structure of the company [1][2][3] - The company is established as a joint-stock limited company in accordance with Chinese laws, with a registered capital of RMB 985.121116 million [2][3] - The company aims to maintain its leading position in the industry through technological innovation and global expansion [3] Chapter Summaries Chapter 1: General Provisions - The articles are designed to protect the legal rights of the company, shareholders, and creditors, and to regulate the company's organization and behavior [1] - The company was approved by the China Securities Regulatory Commission for its initial public offering on November 17, 2017, issuing 138.24 million shares [1][3] Chapter 2: Business Objectives and Scope - The company's business objectives focus on customer needs, technological research and development, and maintaining industry leadership [3] - The business scope includes the development, design, production, and sales of precision aluminum alloy die-casting products, among others [3] Chapter 3: Shares - The company's shares are issued in the form of stocks, with all shares having equal rights [5][6] - The total number of shares is 985.121116 million, with a par value of RMB 1 per share [4][5] Chapter 4: Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and supervision of company operations [10][11] - The company must hold annual shareholder meetings within six months after the end of the fiscal year [46] Chapter 5: Shareholder Meeting Proposals and Notifications - The company must provide detailed notifications for shareholder meetings, including the agenda and voting procedures [60][62] - Shareholders can propose temporary motions ten days before the meeting [58] Chapter 6: Conduct of Shareholder Meetings - The chairman of the board presides over the meetings, ensuring order and compliance with regulations [72][73] - Meeting records must be maintained, documenting attendance, proposals, and voting results [76]