公司章程修订

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美诺华: 宁波美诺华药业股份有限公司关于撤销监事会并修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-08-26 16:23
Core Viewpoint - Ningbo Meinuohua Pharmaceutical Co., Ltd. plans to abolish its supervisory board and amend its articles of association, transferring the supervisory responsibilities to the audit committee of the board of directors, pending approval from the shareholders' meeting [1][2]. Group 1: Company Structure Changes - The company has passed a resolution to abolish the supervisory board and amend the articles of association in accordance with relevant laws and regulations [1]. - The supervisory responsibilities defined in the Company Law will be assumed by the audit committee after the amendments are approved [1][2]. - The current supervisory board will continue to fulfill its duties until the new articles of association come into effect [1]. Group 2: Amendments to Articles of Association - The amendments include changes to the terminology, such as replacing "shareholders' meeting" with "shareholders' assembly" [2]. - The registered capital of the company remains at RMB 21 million, and the total number of shares is 219,822,861, all of which are ordinary shares [2]. - The amendments also clarify the roles of the legal representative and the responsibilities of the board of directors and senior management [2][4]. Group 3: Governance and Compliance - The company emphasizes the need for compliance with laws and regulations in its governance structure, ensuring that the rights and obligations of shareholders are clearly defined [2][18]. - The articles of association will serve as a binding document for the company, shareholders, directors, and senior management, allowing for legal actions among these parties [2][18]. - The company will ensure that any financial assistance provided for share purchases will not exceed 10% of the total issued capital [2][8].
大全能源: 大全能源关于修订《公司章程》并办理工商变更登记的公告
Zheng Quan Zhi Xing· 2025-08-26 16:23
Group 1 - The company has decided to amend its Articles of Association, eliminating the supervisory board and transferring its powers to the audit committee of the board of directors [1][2] - The amendments are in accordance with the latest regulations of the Company Law, Securities Law, and relevant guidelines for listed companies [2] - The company will no longer have a supervisory board, and the rules governing the supervisory board meetings will be abolished [1][3] Group 2 - The revised Articles of Association will include changes to the terminology, such as changing "shareholders' meeting" to "shareholders' assembly" [2] - The company aims to protect the legal rights of the company, shareholders, and creditors through these amendments [2] - The amendments will also address the rights and obligations of shareholders, ensuring equal rights for shareholders of the same class of shares [4][8] Group 3 - The company will establish a shareholder register based on the certificates provided by the securities registration agency, which serves as proof of share ownership [7] - Shareholders holding more than 3% of the company's shares for over 180 days can request to inspect the company's accounting books and records [9][10] - The company will ensure that shareholders can exercise their rights to dividends and other forms of profit distribution according to their shareholding [8][9] Group 4 - The company will implement stricter regulations regarding the transfer of shares, ensuring compliance with legal and regulatory requirements [20][21] - The amendments will also clarify the procedures for convening and conducting shareholder meetings, including provisions for electronic voting [22][23] - The company will maintain transparency and accountability in its operations, particularly regarding the actions of major shareholders and the board of directors [20][21]
兴欣新材: 半年报董事会决议公告
Zheng Quan Zhi Xing· 2025-08-26 16:13
Group 1 - The board meeting of Shaoxing Xingxin New Materials Co., Ltd. was held on August 26, 2025, with all 7 directors present, and the meeting complied with relevant laws and regulations [1] - The board approved the 2025 semi-annual report, confirming that the report accurately reflects the company's financial status and operational results, with no false statements or omissions [1][2] - The board reviewed the use of raised funds, confirming compliance with regulations and no misuse of funds, as detailed in the special report on the use of raised funds [2][3] Group 2 - The company decided to amend its articles of association, eliminating the supervisory board and transferring its powers to the audit committee of the board [2][3] - The board proposed to authorize management to adjust the articles of association based on regulatory requirements and to handle all necessary registration changes [3] - The board also revised 22 internal governance documents to enhance operational mechanisms and governance standards [3][4] Group 3 - The company plans to hold the third extraordinary general meeting of shareholders on September 11, 2025, at its headquarters in Shaoxing [5]
华兰股份: 董事会决议公告
Zheng Quan Zhi Xing· 2025-08-26 16:13
Group 1 - The board of directors of Jiangsu Hualan Pharmaceutical New Materials Co., Ltd. held its fourth meeting of the sixth session on August 15, 2025, with all nine directors present, ensuring compliance with relevant laws and regulations [1] - The board approved the annual report and its summary, with detailed content available on the company's disclosure platform [1][2] - The board also approved a special report on the use of raised funds, which was reviewed by the audit committee [2][3] Group 2 - The board authorized the core management team to handle changes related to the raised funds account, including the cancellation and opening of accounts [3] - A temporary shareholders' meeting is scheduled for September 15, 2025, to discuss various proposals, including changes to the company's registered capital and amendments to the articles of association [2][3] - The company aims to improve the efficiency of fund usage by transferring the balance of raised funds to a different bank account [2][3]
兴欣新材: 关于召开2025年第三次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-26 16:13
Meeting Information - The company will hold its third extraordinary general meeting of shareholders on September 11, 2025, at 14:00 [1] - Network voting will be available on the same day from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 through the Shenzhen Stock Exchange trading system [1][2] Voting Procedures - Shareholders can choose either on-site voting or network voting, but not both; if duplicate votes occur, the first valid vote will be counted [2] - All ordinary shareholders registered by the end of the registration date are entitled to attend and vote at the meeting [2][4] Agenda Items - The meeting will discuss several proposals, including amendments to the company's articles of association and the management system for related party fund occupation [3] - Proposals 1.00, 2.01, and 2.02 require a special resolution, needing more than two-thirds of the voting rights to pass, while other proposals require a simple majority [3] Voting Rights and Counting - Votes from small investors will be counted separately, and the results will be disclosed in the meeting resolution announcement [4] - The voting process will follow specific guidelines, and shareholders must provide necessary identification for registration [4][6] Contact Information - For inquiries, shareholders can contact the company via phone or email, with specific contact details provided [4]
湖南科力远新能源股份有限公司发布章程修订稿,明确多项核心要点
Xin Lang Cai Jing· 2025-08-26 14:56
Core Viewpoint - Hunan Keli Yuan New Energy Co., Ltd. has released a revised company charter that details various aspects of the company's organization, shareholder rights, and management practices [1][15]. Company Basic Information - Hunan Keli Yuan New Energy Co., Ltd. was approved by the Hunan Provincial People's Government and listed on the Shanghai Stock Exchange on September 18, 2003. The registered capital is RMB 1,665,540,916 [2]. - The company is located in the Hunan Province, with all assets divided into equal shares, and shareholders are liable for the company only to the extent of their shares [2]. Business Purpose and Scope - The company's mission is to promote national development through education and technology, enhancing the level of the new energy materials industry in China and revitalizing national industry. Its business scope includes research, development, production, and sales of new materials and new energy, as well as related technical consulting services [3]. Share Capital Regulations - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice. The total number of shares is 1,665,540,916, all of which are ordinary shares [4]. Share Issuance and Repurchase - The company can increase capital through public or private share issuance and can also reduce registered capital. Under specific circumstances, the company may repurchase its shares through various methods, including centralized bidding on the stock exchange [5]. Share Transfer Restrictions - Shares can be transferred legally, but the founding shareholders cannot transfer their shares within one year from the company's establishment. Directors, supervisors, and senior management can only transfer up to 25% of their shares annually during their tenure and cannot transfer shares within six months after leaving [6]. Shareholder Rights and Obligations - Shareholders have the right to receive dividends, participate in shareholder meetings, and exercise voting rights, while also being obligated to comply with laws and the company charter [7]. Shareholder Meeting Authority and Convening - The shareholder meeting is the company's authority body, responsible for deciding on business policies and electing directors and supervisors. Annual meetings are held once a year, while temporary meetings are convened within two months under specific circumstances [8]. Shareholder Meeting Proposals and Voting - Proposals can be made by the board of directors, the supervisory board, or shareholders holding 3% or more of the voting shares. Resolutions require a simple majority for ordinary resolutions and a two-thirds majority for special resolutions [9]. Board of Directors and Supervisory Board - The board consists of seven directors, including one chairman and one vice-chairman, responsible for convening shareholder meetings and executing resolutions [11]. - The supervisory board comprises three supervisors, with at least one-third being employee representatives, responsible for reviewing regular reports and checking financials [12]. Financial Accounting and Profit Distribution - The company establishes a financial accounting system in accordance with laws and regulations, submitting annual, semi-annual, and quarterly financial reports [13]. - Profit distribution is prioritized in cash, with a minimum of 10% of distributable profits allocated annually or at least 30% of the average annual distributable profits over the last three years [14]. Mergers, Divisions, Dissolution, and Liquidation - The company can merge through absorption or new establishment, and assets are divided accordingly during a division. The company may dissolve for various reasons, requiring the establishment of a liquidation group [15].
江苏天瑞仪器2025年8月修订公司章程,多项重要条款调整
Xin Lang Cai Jing· 2025-08-26 14:55
Core Viewpoint - Jiangsu Tianrui Instrument Co., Ltd. has revised its articles of association to enhance corporate governance and clarify the rights and responsibilities of shareholders and management [1] Shareholder Rights and Corporate Governance Improvement - The revised articles emphasize the protection of the legal rights of the company, shareholders, employees, and creditors, based on relevant laws and regulations [2] - New provisions regarding the legal representative of the company have been added, specifying that the chairman of the board serves as the legal representative, with clear procedures for appointment and resignation [2] - Shareholder rights and obligations have been further detailed, providing clearer guidelines for accessing company information [2] Share Issuance and Capital Operations Adjustment - The principle of share issuance has been changed from "same type" to "same category," with the total number of shares specified as 495,511,725, all of which are ordinary shares in RMB [3] - The regulations regarding financial assistance for acquiring shares have been revised, allowing the company to provide financial assistance up to 10% of the total issued share capital, subject to board approval [3] Changes in Shareholder and Board Authority - Significant adjustments have been made to the powers of the shareholder meeting and the board of directors, with the term "shareholders' meeting" standardized to "shareholder meeting" [4] - The board's authority over external investments and asset acquisitions has been clarified, with specific requirements for reviewing and disclosing different types of transactions [4] Detailed Regulations for Directors and Senior Management - The qualifications and obligations of directors and senior management have been specified more rigorously, including conditions under which individuals cannot serve as directors [5] - Directors are required to fulfill multiple duties of loyalty and diligence, with any income from violations reverting to the company, and they are liable for any losses incurred [5] Other Important Amendments - The profit distribution policy emphasizes continuity and stability while balancing the interests of all parties, with detailed procedures for adjusting profit distribution [6] - New provisions regarding internal auditing have been introduced, outlining the responsibilities and workflow of the internal audit department, with the audit committee playing a crucial role [6] - Regulations concerning company mergers, divisions, dissolutions, and liquidations have also been improved [6]
深圳市捷顺科技实业股份有限公司2025年8月修订章程要点披露
Xin Lang Cai Jing· 2025-08-26 14:21
Core Viewpoint - Shenzhen Jieshun Technology Industrial Co., Ltd. has revised its articles of association as of August 2025, clarifying various aspects of its organizational structure, management, and share-related matters [1] Company Basic Information - Shenzhen Jieshun Technology Industrial Co., Ltd. was registered on June 17, 1992, and transformed into a joint-stock company on April 29, 2007. It was listed on the Shenzhen Stock Exchange on August 15, 2011, with an initial public offering of 30 million shares. The registered capital is RMB 643,438,841, and the legal representative is the chairman [2] Business Purpose and Scope - The company's business purpose is "Technology creates value, returns to society." Its business projects include import and export, domestic commerce, supply and marketing, installation and maintenance of electromechanical products, investment in parking projects, construction engineering, property management, and more. Licensed operations include smart card and software development, equipment production, financial intermediary services, and construction [3] Share Issuance and Status - The company issues shares in the form of stocks, with a par value of RMB 1 per share. The total number of issued shares is 645,442,841, all of which are ordinary shares. The founders, Tang Jian and Liu Cuiying, subscribed to 42 million shares and 28 million shares, holding 60% and 40% respectively, through net asset contributions [4] Share Increase and Repurchase - The company can increase capital through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, or transferring capital reserves to share capital, as decided by the shareholders' meeting. It can also reduce registered capital and repurchase shares under specific circumstances [5] Share Transfer Restrictions - Founders' shares cannot be transferred within five years from the company's establishment. Shares issued before the public offering cannot be transferred within 36 months after the stock is listed. Directors and senior management can only transfer up to 25% of their shares annually during their tenure and are restricted from transferring shares for 36 months post-listing and for six months after leaving [6] Shareholder Rights and Obligations - The company maintains a shareholder register based on certificates provided by the securities registration and settlement institution. Shareholders have rights to dividend distribution, participation in shareholder meetings, and supervision of company operations, while also adhering to laws and the company's articles of association [7] Shareholder Meeting Authority and Operation - The shareholder meeting is the company's authority body, responsible for electing and replacing directors, approving board reports, and profit distribution plans. Annual meetings are held once a year within six months after the end of the previous fiscal year, while temporary meetings must be convened within two months under specific circumstances [8][9] Board of Directors - Directors must be natural persons and cannot hold office under certain conditions. They are elected or replaced by the shareholders' meeting for a term of three years. Directors have fiduciary and diligence obligations to the company [10] Board Composition and Authority - The board consists of nine directors, including three independent directors and one employee representative. The board is responsible for convening shareholder meetings, executing resolutions, and determining business plans. It also has specialized committees like the audit committee [11] Senior Management - Senior management includes the general manager, deputy general managers, assistants, financial officers, and board secretaries. The general manager is appointed by the board and is responsible for managing the company's operations [12] Financial Accounting and Profit Distribution - The company establishes a financial accounting system according to regulations and submits financial reports. Profit distribution requires the allocation of statutory reserves, which can be used for loss compensation, business expansion, or capital increase. The company prioritizes cash dividends while ensuring normal operations and long-term development [13][14] Mergers, Divisions, Capital Increases, Reductions, Dissolution, and Liquidation - Mergers can be through absorption or new establishment, and must follow prescribed procedures. In case of dissolution, a liquidation team is formed to handle the process, ensuring compliance with regulations [15]
深圳市奥拓电子股份有限公司修订《公司章程》,多项条款更新
Xin Lang Cai Jing· 2025-08-26 13:54
Core Viewpoint - The recent amendments to the Articles of Association of Shenzhen Aoto Electronics Co., Ltd. are significant, addressing various aspects such as company organization, share issuance, shareholder rights, and board responsibilities, aimed at enhancing corporate governance and adapting to market conditions [1][5]. Company Basic Information and Share-Related Amendments - The company is established as Shenzhen Aoto Electronics Co., Ltd. with a unified social credit code of 914403001922261931. The total number of shares is 651,544,156, all of which are ordinary shares in RMB. The terminology for share issuance has been refined to state that "each share of the same category has equal rights," replacing the previous term "same kind" [2]. Shareholder and Shareholder Meeting Authority Adjustments - The powers of the shareholder meeting have been clarified, including new matters requiring special resolutions, such as "spinning off subsidiaries for listing" and "withdrawing stock from trading on the stock exchange." The standards and procedures for external guarantees have been tightened, requiring certain guarantees to be approved by the shareholder meeting [3]. Board of Directors and Responsibilities Enhancement - The board consists of seven directors, including one chairman and potentially one vice-chairman. The board's powers have been expanded, particularly regarding anti-takeover measures. The responsibilities and operational rules of various committees, such as the audit committee and compensation committee, have been detailed [4]. Other Important Amendments - The profit distribution policy emphasizes continuity and stability, with differentiated cash dividend policies for different development stages. The notification methods have been expanded to include fax and phone, and adjustments have been made to align with current laws regarding mergers, divisions, and liquidations [5].
信音电子: 董事会决议公告
Zheng Quan Zhi Xing· 2025-08-26 13:13
证券代码:301329 证券简称:信音电子 公告编号:2025-035 一、董事会会议召开情况 信音电子(中国)股份有限公司(以下简称"公司")第六届董事会第二次 会议于 2025 年 8 月 26 日在公司会议室以现场结合通讯的方式召开。会议通知已 于 2025 年 8 月 15 日通过邮件方式送达各位董事。本次会议应到董事 8 人,实到 长林茂贤先生主持,公司监事和高级管理人员列席了会议。会议的召开符合《中 华人民共和国公司法》等有关法律、行政法规、部门规章、规范性文件及公司章 程的规定,表决所形成决议合法、有效。 二、董事会会议审议情况 信音电子(中国)股份有限公司 第六届董事会第二次会议决议公告 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。 报告>的议案》 经审议,公司董事会认为:公司披露的募集资金的相关信息真实、准确、完 整,不存在虚假记载、误导性陈述和重大遗漏的情形,如实反映了公司2025年半 年度募集资金实际存放、管理与使用情况,不存在募集资金管理违规情形。 具体内容详见公司于同日在巨潮资讯网(http://www.cninfo.com.cn) ...