Core Viewpoint - The restructuring of the board of directors at Zhongju Gaoxin is a significant step towards enhancing corporate governance and achieving high-quality development, with a focus on diversification and professionalism in its governance structure [1][3][6] Group 1: Board Restructuring - Zhongju Gaoxin has announced the nomination of candidates for its 11th board of directors, maintaining a stable core team while introducing new members with diverse backgrounds, including Li Ruxiong from China Resources [1][3] - The new board will consist of 9 directors, including 5 non-independent directors elected through a differential election process [1] - The addition of Li Ruxiong is expected to bring valuable experience and insights, enhancing the board's overall capability [3][5] Group 2: Strategic Focus and Performance - The company has shifted its strategic focus towards its core condiment business, which accounted for 91.95% of its revenue in 2024, with a year-on-year revenue growth of 7.39% to 5.519 billion [2] - The company has expanded its distribution network, increasing the number of distributors by 470 to 2,554, with a county development rate of 75.35% and a city coverage rate of 95.81% [2] - Product innovation has accelerated, with the launch of 29 new products and a focus on health-oriented offerings, such as a low-sodium soy sauce [2][3] Group 3: Governance Structure and Market Position - The new governance structure aims to combine state-owned resources with professional capital, creating a synergistic effect that enhances decision-making and operational efficiency [4][6] - The board's diversification is expected to address long-standing governance issues, providing a richer perspective and expertise for strategic decisions [3][5] - The collaboration between state-owned representatives and professional investors is anticipated to improve the company's market insights and operational capabilities, fostering sustainable growth [5][6]

新《公司法》之下，董事的任职风险浮出水面。 近日，PE机构投资经理王想（化名）收到传票，得知自己已被A公司债权人起诉，极可能面临赔偿责 任。 这起诉讼源于三年前的一笔投资。 彼时王想所供职的PE机构入股A公司，负责项目的王想随之担任董事；此后未参与A公司日常经营，只 是每年循例查看财报。 一年后，A公司遭受巨大业务冲击，陷入停业。 由于投资数额不大，该机构在认定A公司恢复无望后，计提了投资损失。 王想没想到，他如今成了被告。 背后的依据是：新公司法下，董事已成为清算义务人。这意味着若在公司触发解散事由后十五日内未发 起清算，公司董事或将因"怠于清算"承担赔偿责任。 而商务上放弃A公司的王想并未关注到，该公司早已触发解散事由。 如今在律师帮助下梳理完已投资项目的王想冷汗直流： 所投公司中陷入停业的，绝不止A公司一家；个别资产状况不明的被投公司，背后的债务及潜在的赔偿 责任会有多少？ 这种风险绝非空穴来风。 遵循董事会中心主义的新《公司法》下，董事责任被明确提出，此前信风亦曾撰文对新法之下董事催缴 注资义务的实践难点作出讨论； 而此次王想涉及的，还仅是清算环节董事责任的变化。 新法之变 清算责任纠纷在司法实践中并 ...

General Principles - The document outlines the management system for the shares held by the board members and senior management of Guangzhou Seagull Housing Industrial Co., Ltd, aiming to strengthen the management of shareholding and trading activities [1][2]. - The system is applicable to all shares held by the company's directors and senior management, including those held in others' accounts and through margin trading [1][2]. Share Trading Management - Directors and senior management must notify the board secretary in writing before trading shares, who will verify compliance with relevant laws and regulations [2]. - There are restrictions on share transfers during specific periods, such as within one year of the company's stock listing and within six months after leaving the company [2][3]. - A prohibition on trading exists during certain windows, including 15 days before the annual and semi-annual reports and 5 days before quarterly reports [3][4]. Short-term Trading Restrictions - Directors and senior management are prohibited from short-term trading, defined as selling shares within six months of purchase or buying shares within six months of selling [4][5]. Reporting Requirements - Any changes in shareholding must be reported within two trading days, including details such as the number of shares held before and after the change [5][6]. Transfer Limits - During their term and for six months after, directors and senior management can only transfer up to 25% of their shares each year, with specific exceptions for legal circumstances [6][7]. Shareholding Increase Regulations - Directors and senior management must disclose any plans for increasing their shareholdings and report on the progress of such plans [7][8]. Accountability Measures - The company is responsible for monitoring compliance with shareholding and trading regulations, with the board secretary overseeing the reporting and disclosure of shareholding changes [9][10]. - Violations of these regulations may result in penalties from regulatory authorities and internal disciplinary actions [10][11].

General Principles - The purpose of the remuneration and assessment management system is to enhance the satisfaction and loyalty of key personnel, improve the company's competitiveness and sustainability, and establish a fair, reasonable, and competitive remuneration system to support long-term development goals [1][2] - This system applies to the company's directors and senior management [1] Management Structure - The Board of Directors' Remuneration and Assessment Committee is responsible for formulating assessment standards, reviewing remuneration policies, and making recommendations to the Board on matters such as remuneration for directors and senior management, stock incentive plans, and other relevant issues [2] - If the Board does not fully adopt the committee's recommendations, it must document the committee's opinions and reasons for non-adoption in the board resolution [2] - The Board must report to the shareholders on the performance evaluation results and remuneration of directors [2] Remuneration Composition - Independent directors receive a fixed allowance annually, while non-independent directors who also serve as senior management do not receive director remuneration but are compensated based on market principles [4][5] - Senior management remuneration consists of a basic annual salary and performance-based pay, with the performance component linked to the company's annual performance and individual achievements [4][5] Remuneration Adjustment - The company will optimize the remuneration structure based on operational performance, market and industry salary changes, and strategic development, allowing for periodic adjustments to remuneration standards [6][7] - The Board may approve temporary special rewards or penalties for specific matters as supplementary remuneration for directors and senior management [7] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws, regulations, and the company's articles of association [9] - This system will take effect upon approval by the shareholders' meeting [9] - The Board of Directors is responsible for interpreting and amending this system [9]

General Overview - The company aims to standardize the decision-making processes of its board of directors to enhance operational efficiency and accountability [1][2] - The board consists of 11 directors, including 4 independent directors and 1 employee representative [1][2] Board Composition and Committees - The board has established four specialized committees: Strategic Committee, Nomination Committee, Audit Committee, and Compensation and Assessment Committee, all accountable to the board [2][3] - The Audit Committee is composed of directors who are not senior management and is led by an independent director with accounting expertise [2][3] Board Meetings - The board is required to hold at least two regular meetings annually, with the chairman responsible for convening these meetings [3][5] - Special meetings can be called within 10 days under certain circumstances, ensuring timely communication among directors [5][6] Proposal and Notification Process - Proposals for meetings must be submitted in writing, detailing the agenda and relevant materials [3][4] - Notifications for regular meetings must be sent at least 10 days in advance, while special meetings can have shorter notice periods [5][6] Attendance and Voting - Directors are expected to attend meetings in person or via communication methods, with specific rules governing proxy attendance [8][9] - A quorum requires the presence of more than half of the directors, and decisions are made through a majority vote [9][12] Meeting Records and Documentation - The board secretary is responsible for maintaining detailed records of meetings, including attendance, discussions, and voting outcomes [32][33] - All meeting documentation must be preserved for a minimum of 10 years [34][36] Compliance and Amendments - The rules governing the board's operations must comply with national laws and the company's articles of association, with amendments requiring shareholder approval [39][40]

证券代码：001206 证券简称：依依股份 公告编号：2025-040 天津市依依卫生用品股份有限公司 本公司及董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、董事会会议召开情况 天津市依依卫生用品股份有限公司（以下简称"公司"）第三届董事会第二 十一次会议通知已于 2025 年 6 月 21 日通过电话、邮件方式送达。会议于 2025 年 6 月 25 日以现场表决的方式在公司会议室召开。本次会议应出席董事 12 名， 实际出席董事 12 名。会议由董事长高福忠先生主持，公司全部监事、高级管理 人员列席了会议。本次会议的召开和表决程序符合《中华人民共和国公司法》 （以 下简称"《公司法》"）等法律、法规、规范性文件和《天津市依依卫生用品股 份有限公司章程》（以下简称"《公司章程》"）的有关规定，会议合法、有效。 二、董事会会议审议情况 本议案不涉及关联交易，无需回避表决。 本议案尚需提交股东大会审议。 具体内容详见公司于同日在指定信息披露媒体及巨潮资讯网 （www.cninfo.com.cn）披露的《关于修订 <公司章程> 及相关议事规则的公告》 （公告编号：2 ...

General Principles - The purpose of the rules is to improve the efficiency of board meetings and ensure scientific decision-making in accordance with relevant laws and the company's articles of association [1][2] - The board of directors is accountable to the shareholders' meeting and exercises its powers based on national laws and regulations [1][2] Meeting Organization - The board meetings are categorized into regular and temporary meetings, with the chairman responsible for convening and presiding over them [2][3] - The board must hold at least two regular meetings annually, with notifications sent to all directors at least ten days in advance [2][3] - Temporary meetings can be called under specific circumstances, such as requests from shareholders or independent directors [2][3] Proposal Rules - Various stakeholders, including shareholders and directors, can propose agenda items for board meetings [5][6] - Proposals must be submitted in writing and include detailed information and justifications [5][6] Voting and Decision-Making - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made based on a majority vote [19][20] - Special resolutions require a two-thirds majority, while ordinary resolutions require a simple majority [29][30] Record Keeping and Disclosure - Meeting records must be maintained, including attendance, agenda, and voting results, and must be signed by attendees [33][34] - The board secretary is responsible for disclosing meeting resolutions to regulatory authorities and the public [36][37]

Core Points - The document outlines the independent director system for Fujian Mindong Electric Power Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [1][2][3] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2] - The board of directors must have at least one-third independent directors, including professionals in accounting and law [2][3] Group 1: Independent Director Qualifications - Independent directors must maintain independence and cannot be related to major shareholders or hold significant shares in the company [7][8] - They should possess relevant experience, including at least five years in legal, accounting, or economic fields [8][9] - Independent directors can serve on a maximum of three domestic listed companies to ensure they can fulfill their responsibilities effectively [9][10] Group 2: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [18][19] - They have the authority to independently hire external consultants for audits or inquiries and can propose meetings to address urgent matters [19][20] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [21][22] Group 3: Meeting and Reporting - The company must hold regular meetings exclusively for independent directors to discuss relevant matters [25][26] - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [33][34] - The company must maintain records of independent directors' activities and ensure they have access to necessary information [15][17] Group 4: Support and Compensation - The company is obligated to provide necessary support and resources for independent directors to perform their duties [34][35] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the shareholders [39][40] - The company may establish a liability insurance system for independent directors to mitigate risks associated with their roles [39][40]

上海新时达电气股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善上海新时达电气股份有限公司（以下简称"公司"） 治理结构，促进公司规范运作，保障公司独立董事依法独立行使职权，根据《中 华人民共和国公司法》、《上市公司独立董事管理办法》（以下简称"《管理办 法》"）、《深圳证券交易所上市公司自律监管指引第1号——主板上市公司规 范运作》等有关法律、行政法规、规范性文件和《上海新时达电气股份有限公司 章程》（以下简称"《公司章程》"）的有关规定，特制定本制度。 第二章 独立董事的任职条件和独立性 第二条 公司独立董事是指不在公司担任除董事外的其他职务，并与其所 受聘的公司及其主要股东、实际控制人不存在直接或者间接利害关系，或者其他 可能影响其进行独立客观判断关系的董事。 独立董事应当独立履行职责，不受公司及其主要股东、实际控制人等单位或 者个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务。独立董事应当 按照有关法律、行政法规、规范性文件和《公司章程》的要求，认真履行职责， 在董事会中发挥参与决策、监督制衡、专业咨询作用，维护公司整体利益，尤其 是要关注中小股东的合法权益不受损害。 ...

General Principles - The rules are established to standardize the decision-making process of the board of directors of Anhui Rongzhi Rixin Technology Co., Ltd. and to enhance the board's operational efficiency and decision-making quality [2][3] - The board of directors is the decision-making body for the company's management, responsible for major operational activities and accountable to the shareholders [2] Composition and Committees - The board consists of 5 directors, including 2 independent directors elected by the shareholders [3] - The board has established four specialized committees: Audit Committee, Strategy Committee, Nomination Committee, and Compensation and Assessment Committee [3][4] Board Meetings - Board meetings are convened by the chairman, with provisions for the vice chairman or a designated director to convene in the chairman's absence [4][5] - The board must hold at least two meetings annually, with notifications sent out 10 days in advance for regular meetings and 3 days for temporary meetings [5][6] Voting and Decision-Making - A quorum for board meetings requires the presence of more than half of the directors, and decisions must be approved by a majority of the directors present [19][20] - Directors must express their voting intentions clearly, with options for approval, disapproval, or abstention [27][28] Meeting Records - The board secretary is responsible for recording meeting minutes, which must include attendance, agenda, discussion points, and voting results [35][36] - Meeting records must be accurate and signed by attendees, with provisions for dissenting opinions to be noted [38][39] Compliance and Amendments - The rules must comply with national laws and regulations, and any conflicts with existing laws will be resolved in favor of the legal provisions [14][15] - The rules are subject to approval by the shareholders and can be amended as necessary [44][45]