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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].
17家银行宣布:不再设立
Jin Rong Shi Bao· 2025-07-07 11:38
Core Viewpoint - The recent trend of abolishing supervisory boards among listed banks in China is driven by the implementation of the new Company Law and regulatory policies, allowing for a shift towards audit committees within boards of directors to assume supervisory roles [6][7][8]. Group 1: Legislative Changes - The new Company Law, effective from July 1, 2024, permits joint-stock companies to establish audit committees composed of directors, which can perform the functions of supervisory boards [6]. - The National Financial Regulatory Administration has issued guidelines that align with the new Company Law, allowing financial institutions to choose whether to maintain supervisory boards or delegate their responsibilities to audit committees [7]. Group 2: Industry Trends - As of June 2023, 17 listed banks have announced the abolition of their supervisory boards, including major state-owned banks and various smaller banks [5]. - On June 27, five major state-owned banks held shareholder meetings to approve the removal of supervisory boards, marking a significant shift in governance structure [1][5]. Group 3: Implementation and Challenges - The audit committees will take over the supervisory functions previously held by supervisory boards, focusing on financial oversight and internal control assessments [7][8]. - Concerns have been raised regarding the independence of audit committees, as they are composed entirely of board members, which may lead to conflicts of interest in their supervisory roles [8].
洪汇新材: 总经理工作细则(2025-07)
Zheng Quan Zhi Xing· 2025-07-07 11:19
General Overview - The document outlines the responsibilities and authority of the General Manager of Wuxi Honghui New Materials Technology Co., Ltd, emphasizing the need to adhere to the company's articles of association and relevant laws [1][2]. Authority and Appointment Procedures - The General Manager is appointed by the Board of Directors and is responsible for daily operations, including the implementation of production and investment plans [1][2]. - The General Manager has the authority to manage the company's operations, propose internal management structures, and oversee financial and operational activities [1][2][3]. - The General Manager's term is three years, with the possibility of reappointment, and can resign before the term ends following specific procedures [3][5]. Responsibilities of the General Manager and Senior Management - The General Manager and senior management must act in the best interests of the company, avoiding conflicts of interest and ensuring compliance with laws and regulations [4][5]. - They are required to report significant changes in the business environment, financial performance, and other critical issues to the Board of Directors [4][5]. Decision-Making and Reporting Structure - The General Manager can convene meetings to discuss long-term planning, financial strategies, and operational management [6][7]. - Regular reports on the company's performance must be submitted to the Board and the Audit Committee, ensuring transparency and accountability [7][8]. Compliance and Ethical Obligations - The General Manager and senior management must maintain confidentiality, avoid personal gain from their positions, and ensure that company resources are used appropriately [3][4]. - Any violations of these obligations can lead to dismissal and potential legal consequences [5][6].
金道科技: 第三届董事会第五次会议决议公告
Zheng Quan Zhi Xing· 2025-07-07 10:13
Group 1 - The company held its third board meeting on July 5, 2025, with all seven directors present, and the meeting complied with relevant laws and regulations [1] - The board approved a proposal to change the registered capital and amend the Articles of Association, resulting in an increase in total share capital from 100 million shares to approximately 129.74 million shares after a capital reserve conversion [1] - The company will no longer have a supervisory board, with its functions transferred to the audit committee of the board, and relevant rules will be amended accordingly [2] Group 2 - The board approved the election of Zhu Weigang as a representative director from the employee representative assembly, following the resignation of Jin Xiaoyan due to personal reasons [5] - The company plans to reappoint Tianjian Accounting Firm as the auditing institution for the year 2025, pending approval at the upcoming extraordinary general meeting [7] - The board proposed to hold the 2025 first extraordinary general meeting on July 23, 2025, with all seven votes in favor of the proposal [7]