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利亚德: 公司章程
Zheng Quan Zhi Xing· 2025-07-07 16:06
Core Points - 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 [1] - The registered capital of the company is RMB 750 million, with a total of 2,711,977,222 shares issued, all of which are ordinary shares [5][6] - The company's business scope includes manufacturing electronic special equipment, providing information technology consulting services, and engaging in various other activities related to electronic display devices [3][4] Company Structure and Governance - The board of directors represents the company in executing its affairs, with the chairman serving as the legal representative [2] - The company is required to maintain a legal framework that governs the rights and obligations of shareholders, directors, and senior management [11][12] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [3] Business Objectives and Operations - The company's business objective is to become a leading provider of electronic display equipment and related services with international influence, focusing on quality and excellence [3] - The company is engaged in various licensed and general projects, including construction engineering, electrical installation services, and the manufacturing and sales of display devices [3][4] Share Issuance and Capital Management - The company issues shares in a manner that ensures equal rights for all shareholders, with the same conditions and prices for shares of the same type [5] - The company can increase its capital through various means, including issuing shares to unspecified objects and convertible bonds [6] - The company is prohibited from repurchasing its own shares except under specific circumstances, such as capital reduction or employee stock ownership plans [8] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and supervise the company's operations [12][13] - The company must maintain a shareholder register that serves as proof of share ownership, and shareholders can request to review company documents [11][12] - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except as permitted by law [17][19]
特斯拉盘前重挫7.6%,销量连续下滑之际,马斯克"美国党"再涉政治漩涡
Hua Er Jie Jian Wen· 2025-07-07 13:30
马斯克周末宣布成立新政党,加剧了投资者对其核心汽车业务将进一步受到影响的担忧。 华尔街见闻6日提及,马斯克当日在社交媒体X上宣布,他将成立名为"美国党"的新政党,在未来12个月内专注于国会参众两院的席位争夺,并称 之后不排除支持总统候选人。此举引发市场迅速反应,特斯拉股价在周一盘前交易中一度重挫7.6%。 | | Production | Deliveries | Subject to operating lease | | | --- | --- | --- | --- | --- | | | | | accounting | | | Model 3/Y | 396,835 | 373,728 | | 2% | | Other Models | 13,409 | 10,394 | | 7% | | Total | 410,244 | 384,122 | | 2% | 若该跌幅在常规交易时段保持,这将是自6月初马斯克与特朗普总统因税收法案初步闹翻以来,该股遭遇的最大单日跌幅。今年以来,由于马斯克 的政治活动被认为损害了特斯拉在购车者中的声誉,其股价已累计下跌22%。 更令投资者不安的是,投身新政党与马斯克此前 ...
ST金泰董事会争夺战落幕,创始人派系获胜但危机未解
Di Yi Cai Jing· 2025-07-07 13:24
公司依然面临严重的治理危机。 7月7日,*ST金泰2025年第二次临时股东大会完成董事会改选,创始人吴国政阵营提名的郝大庆、王子炜以超160%和139%的高票当选非独立董事,宣告其 在公司控制权争夺战中取得阶段性胜利。此次表决结果使创始人方在董事会占据主导地位,而第一大股东海南大禾提名的4名候选人则悉数落选。 虽然控制权之争暂时落下帷幕,但公司依然面临严重的治理危机。中兴华会计师事务所对*ST金泰2024年财报出具"无法表示意见"的审计报告,指出ST金泰 存在大额资金往来异常,无法判断相关股权交易的商业实质和真实交易价格。 市场分析人士指出,虽然创始人方暂时掌控董事会,但公司仍面临多重挑战。一方面,海南大禾所持14.8%股份处于司法冻结状态,其与华锦资产的股权纠 纷仍有待观察;另一方面,公司"戴帽"风险尚未解除,管理层亟待解决财务合规和内控整改等核心问题。 创始人方"守擂"成功 7月7日下午,*ST金泰将召开2025年第二次临时股东大会(下称"临时股东大会"),选举出4名非独立董事。 当晚披露的投票结果显示,创始人阵营成功守住控制权。创始人吴国政提名的郝大庆、王子炜当选为公司第八届董事会非独立董事。其中,两项 ...
运达科技: 执行委员会议事工作细则
Zheng Quan Zhi Xing· 2025-07-07 13:12
Core Viewpoint - The article outlines the establishment and operational guidelines of the Executive Committee of Chengdu Yunda Technology Co., Ltd, aimed at enhancing corporate governance and ensuring effective execution of business strategies [1]. Group 1: General Provisions - The Executive Committee (hereinafter referred to as "the Committee") is established as a permanent management decision-making body under the leadership of the Board of Directors, responsible to the Board [1]. - The rules serve as the behavioral guidelines for the Committee's meetings and apply to all Committee members [1]. Group 2: Composition of the Committee - The Committee consists of one Chairperson and 4-6 members, with the Chairperson appointed or dismissed by the Board of Directors [3]. - Members can resign or be removed based on personal reasons or if deemed unsuitable by the Chairperson, subject to Committee approval and Board ratification [3]. Group 3: Responsibilities and Authority - The Committee's main responsibilities include executing resolutions from the shareholders' meeting and Board, overseeing the implementation of business goals and strategic projects [4]. - It is tasked with drafting the company's medium to long-term strategic development plans, annual plans, and specific project proposals for investment, acquisitions, and asset disposals, all requiring Board approval [4][5]. - The Committee also decides on the management structure of subsidiaries, appoints core management personnel, and approves the annual financial budget [4]. Group 4: Meeting Procedures and Rules - The Committee meetings are convened and chaired by the Chairperson, with provisions for alternative members to lead if necessary [6]. - A quorum requires attendance from at least two-thirds of the members, and decisions must be approved by a majority [6][7]. - Meeting minutes must be accurate and preserved for over ten years, serving as a basis for future evaluations and accountability [6].
运达科技: 总裁工作细则
Zheng Quan Zhi Xing· 2025-07-07 13:12
Core Points - The document outlines the governance structure and operational guidelines for Chengdu Yunda Technology Co., Ltd, emphasizing the responsibilities and rights of the president and senior management [1][2][3] Group 1: Governance Structure - The company has a president who oversees daily operations and is accountable to the board of directors [1] - The president's term is three years, with the possibility of reappointment [2] - Senior management, including the president, vice presidents, and financial officer, must meet specific qualifications as outlined in the company's articles of association [1][2] Group 2: Responsibilities of Senior Management - The president is responsible for executing the board's resolutions, implementing annual business plans, and managing daily operations [2][3] - Vice presidents assist the president and manage specific departments, with the authority to make decisions within their scope [3][4] - The financial officer oversees financial operations, ensuring compliance with laws and regulations, and is responsible for preparing financial reports [4][5] Group 3: Meeting and Reporting Procedures - The president's office meetings are crucial for discussing company operations and making decisions on various matters [5][6] - Meeting minutes must be documented and distributed to relevant parties within five working days [8][10] - The president is required to report significant events or emergencies to the board within one working day [11] Group 4: Performance Evaluation and Accountability - The board evaluates the president and senior management based on performance metrics linked to the company's operational success [30] - In cases of resignation or termination, an exit audit will be conducted [31]
运达科技: 董事会薪酬与考核委员会工作制度
Zheng Quan Zhi Xing· 2025-07-07 13:11
成都运达科技股份有限公司 第二章 人员组成 (二○二五年七月七日公司第五届董事会第十九次会议审议通过) 第一章 总则 第一条 为进一步建立健全公司非独立董事及高级管理人员的考核和薪酬管 理制度,完善公司治理结构,根据《中华人民共和国公司法》《中华人民共和国 证券法》《上市公司独立董事管理办法》《上市公司治理准则》《深圳证券交易 所创业板股票上市规则》《深圳证券交易所上市公司自律监管指引第2号——创 业板上市公司规范运作》《成都运达科技股份有限公司章程》(以下简称《公司 章程》)及其他有关规定,公司特设立董事会薪酬与考核委员会,并制定本制度。 第二条 薪酬与考核委员会是董事会设立的专门工作机构,主要负责制定公 司董事(非独立董事)及高级管理人员的考核标准并进行考核;负责制定、审查 公司董事(非独立董事)及高级管理人员的薪酬政策与方案等事宜,对董事会负 责。 第三条 本制度所称非独立董事是指在公司支取薪酬的,非担任独立董事职 务的董事,高级管理人员根据《公司章程》确定。 第五条 薪酬与考核委员会委员由董事长、二分之一以上独立董事或者全体 董事的三分之一以上提名,并由董事会选举产生。 第六条 薪酬与考核委员会设主任 ...
中孚信息: 中孚信息董事会议事规则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-07 13:11
Core Points - The document outlines the rules governing the board of directors of Zhongfu Information Co., Ltd, emphasizing the responsibilities, election procedures, and obligations of directors [1][2][3] Group 1: General Provisions - The board of directors is established to manage the company's assets and is accountable to the shareholders [1] - The rules serve as a binding legal document for the internal organization, meetings, and decision-making processes of the board [1] Group 2: Directors - Directors must be natural persons and cannot hold office if they meet certain disqualifying conditions, such as being banned from the securities market [4][5] - Directors are elected by the shareholders for a term of three years and may be re-elected [5] Group 3: Election Procedures - Candidates for directors must be nominated by existing board members or shareholders holding more than 3% of shares [6] - Detailed information about candidates must be disclosed to shareholders before voting [6] Group 4: Duties and Obligations - Directors have a duty of loyalty to the company, which includes avoiding conflicts of interest and not misusing their position for personal gain [8][9] - Directors must act diligently and in the best interest of the company, ensuring compliance with laws and regulations [9] Group 5: Board Meetings - Board meetings can be regular or temporary, with specific procedures for calling and conducting these meetings [26][27] - A quorum for meetings requires the presence of more than half of the directors, and decisions must be made by a majority vote [38][43] Group 6: Documentation and Record Keeping - The board secretary is responsible for maintaining records of meetings, including minutes and attendance [26][54] - Meeting records must be kept for a period of 10 years [54]
中孚信息: 中孚信息第六届董事会第十六次会议决议公告
Zheng Quan Zhi Xing· 2025-07-07 13:07
Meeting Overview - The sixth board meeting of Zhongfu Information Co., Ltd. was held on July 7, 2025, with all 7 directors present, including one proxy vote [1] - The meeting complied with relevant regulations of the Company Law and the company's articles of association [1] Resolutions Passed - The board approved adjustments to the board structure in accordance with the new Company Law and the company's strategic planning [2][3] - The management team will also be adjusted, with details available in the announcement on the company's website [2] - The board agreed to adjust the remuneration and assessment committee members in line with the board adjustments [2] - A guarantee limit of up to 50 million RMB will be provided for the subsidiary Nanjing Zhongfu Information Technology Co., Ltd. for credit applications [3] - The board authorized the chairman to handle related agreements and matters [3] Amendments to Governance Documents - The board proposed amendments to the Articles of Association and requested shareholder approval for the changes [3] - The board agreed to revise the rules for shareholder meetings and rename them accordingly, pending shareholder approval [4][5] - The board also approved revisions to the rules for board meetings, which will also require shareholder approval [5] - Additional governance documents will be revised to align with the new Company Law and the updated Articles of Association [5]
运达科技: 第五届董事会第十九次会议决议公告
Zheng Quan Zhi Xing· 2025-07-07 13:07
Group 1 - The board of directors of Chengdu Yunda Technology Co., Ltd. held its 19th meeting of the 5th board on July 2, 2025, to discuss and approve several proposals [1][2] - All proposals were passed with a unanimous vote of 7 in favor, 0 against, and 0 abstentions, indicating strong support from the board members [1][2] - The company plans to revise its Articles of Association and related rules to enhance internal management mechanisms in accordance with the latest legal regulations [2][3] Group 2 - The company will convene its first extraordinary general meeting of shareholders on July 23, 2025, to review the approved proposals from the board meeting [3][4] - The full text of the revised Articles of Association and governance rules will be disclosed on the company's official information platform [2][4]
中胤时尚: 2025年第二次临时董事会决议公告
Zheng Quan Zhi Xing· 2025-07-07 12:13
Core Viewpoint - The company is undergoing significant governance restructuring by revising multiple internal regulations to enhance its operational efficiency and compliance with legal standards [1][2][3]. Board Meeting Overview - The board meeting was held on July 4, 2025, with resolutions passed regarding amendments to the company's governance documents [1]. - The meeting was conducted both in-person and via communication methods, ensuring all board members could participate [1]. Resolutions Passed - The board approved the proposal to amend the company's articles of association, eliminating the supervisory board and assigning its responsibilities to the audit committee [1]. - The board also approved revisions to the rules governing the shareholders' meeting, board meetings, independent directors' work, and various committee work guidelines [2][3][4][5][6][7][8][9][10][11][12][13]. - All proposals received unanimous support with 7 votes in favor, indicating strong agreement among board members [1][2][3][4][5][6][7][8][9][10][11][12][13]. Upcoming Shareholder Meeting - The approved amendments will be submitted for review at the company's first extraordinary general meeting of shareholders in 2025, scheduled for July 23, 2025 [12][13].