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英威腾: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-05-20 11:23
Core Points - The document outlines the regulations and responsibilities of the board secretary of Shenzhen Invt Electric Co., Ltd, aiming to ensure compliance with relevant laws and promote standardized operations [1][2][3] Group 1: General Provisions - The company establishes a board secretary position to enhance management and supervision of the board's operations [1] - The board secretary is a senior management personnel responsible for the company and the board, required to adhere to laws and company regulations [1] Group 2: Qualifications - The board secretary must possess necessary knowledge in finance, taxation, management, and law, along with good professional ethics and a qualification certificate issued by the stock exchange [2] - Individuals with certain disqualifying conditions, such as recent administrative penalties or public reprimands, are prohibited from serving as board secretary [2] Group 3: Responsibilities - The board secretary is responsible for coordinating information disclosure, managing investor relations, and organizing board and shareholder meetings [2] - The board secretary must ensure confidentiality of undisclosed significant information and report to the stock exchange in case of leaks [2] - The role includes training board members on legal obligations and ensuring compliance with regulations [2] Group 4: Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed or dismissed by the board [3] - A securities affairs representative is also appointed to assist the board secretary [3] - The board must dismiss the board secretary within one month if certain disqualifying conditions arise [3] Group 5: Transitional Provisions - The company must appoint a new board secretary within three months of a vacancy, with interim responsibilities assigned to a board member or senior management [4] - The chairman will temporarily assume the board secretary's duties if the vacancy exceeds three months [4]
依米康: 《董事会议事规则》(2025年5月)
Zheng Quan Zhi Xing· 2025-05-20 11:23
依米康科技集团股份有限公司 董事会议事规则 第二条 董事会下设董事会办公室,处理董事会日常事务。 董事会秘书或者证券事务代表兼任董事会办公室负责人,保管董事会印章。 第三条 公司董事会设立审计委员会、薪酬与考核委员会、提名委员会和战 略委员会四个专门委员会。专门委员会对董事会负责,依照《公司章程》和董事 会授权履行职责,提案应当提交董事会审议决定。专门委员会成员全部由董事组 成,其中审计委员会、提名委员会、薪酬与考核委员会中独立董事过半数并担任 召集人,审计委员会的召集人为独立董事中会计专业人士。审计委员会成员应当 为不在公司担任高级管理人员的董事。董事会负责制定专门委员会工作规程,规 范专门委员会的运作。 第二章 董事会提案 第四条 董事会会议分为定期会议和临时会议。董事会每年应当至少在上下 第五条 在发出召开董事会定期会议的通知前,董事会办公室应当充分征求 各董事的意见,初步形成会议提案后交董事长拟定。 董事长在拟定提案前,应当视需要征求总经理和其他高级管理人员的意见。 第六条 有下列情形之一的,董事会应当召开临时会议: (一)代表 1/10 以上表决权的股东提议时; (七)法律、法规、规范性文件及《公司 ...
依米康: 第五届董事会第三十三次会议决议公告
Zheng Quan Zhi Xing· 2025-05-20 11:12
证券代码:300249 证券简称:依米康 公告编号:2025-033 依米康科技集团股份有限公司 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。 一、董事会会议召开情况 依米康科技集团股份有限公司(以下简称"公司")第五届董事会第三十 三次会议于 2025 年 5 月 15 日以书面送达、电子邮件、电话等方式发出会议通 知,并于 2025 年 5 月 19 日在公司会议室以现场会议及通讯会议相结合的形式 召开。本次会议应参加董事 5 人,实际参加董事 5 人,会议由董事长张菀女士 主持;公司全体监事和高级管理人员列席会议。会议的召集和召开及表决符合 《中华人民共和国公司法》(以下简称"《公司法》")和《依米康科技集团 股份有限公司章程》(以下简称"《公司章程》")的规定,会议程序合法、 有效。 二、董事会会议审议情况 本次会议经与会董事认真审议,以投票表决方式作出了如下决议: (一)审议通过《关于公司董事会换届选举暨第六届董事会非独立董事候 选人提名的议案》 鉴于公司第五届董事会任期已届满,根据《公司法》《中华人民共和国证 券法》(以下简称《证券法》)《深圳证 ...
巨星科技: 杭州巨星科技股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-05-20 09:12
General Principles - The rules aim to standardize the decision-making process of the board of directors of Hangzhou Juxing Technology Co., Ltd. to enhance operational efficiency and scientific decision-making [1][2] - The board of directors is the decision-making body of the company, responsible to the shareholders' meeting and reporting on its work [1][2] Composition and Powers of the Board - The board consists of nine directors, including one employee representative and three independent directors, with a chairman and a vice-chairman [2][3] - Directors are elected for a term of three years, with the possibility of re-election [2][3] - The board has the authority to convene shareholders' meetings, execute resolutions, decide on business plans, and manage significant corporate actions such as mergers and acquisitions [2][3][4] Decision-Making Authority - The board's authority includes approving external investments, asset sales, and financial guarantees, with specific limits based on the company's audited net assets [4][5] - The chairman of the board has the power to convene meetings and oversee the execution of board resolutions [5][6] Board Meetings - The board must hold at least two regular meetings annually, with provisions for special meetings upon request from shareholders or directors [7][8] - Meeting notifications must be sent in advance, detailing the agenda and other relevant information [9][10] Voting and Resolutions - Decisions require a majority vote from attending directors, with specific rules for related party transactions and conflicts of interest [11][12] - The board must maintain records of meetings, including attendance, discussions, and voting outcomes [16][17] Committees - The board may establish specialized committees, such as audit and remuneration committees, to assist in governance [12][13] - Each committee must have a majority of independent directors and is responsible for specific oversight functions [12][13] Documentation and Compliance - The board secretary is responsible for maintaining meeting records and ensuring compliance with disclosure requirements [16][17] - The rules are subject to national laws and regulations, ensuring alignment with broader governance standards [19][20]
福建凤竹纺织科技股份有限公司第八届董事会第十九次会议决议公告
Shang Hai Zheng Quan Bao· 2025-05-19 19:21
证券代码:600493 证券简称:凤竹纺织 编号:2025-015 福建凤竹纺织科技股份有限公司 第八届董事会第十九次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏,并对其内容 的真实性、准确性和完整性承担个别及连带责任。 福建凤竹纺织科技股份有限公司(以下简称公司)第八届董事会第十九次会议通知于2025年5月12日以 专人送达、电子邮件、电话通知等方式发出,会议于2025年5月19日在公司安东新厂三楼会议室以现场 会议方式召开。本次会议应到董事11人,实到董事11人,公司董事陈强、陈澄清、陈慧、李明锋、李晓 芳、郑莉薇、林鑫、杨翊杰、黄健雄、孙传旺和许金叶参加了本次会议,公司3名监事和相关高管列席 了本次会议,本次会议的召集、召开,符合《中华人民共和国公司法》(以下简称《公司法》)和《公 司章程》的有关规定,会议由公司董事长陈强先生主持。会议经审议形成如下决议: 一、以11票赞成,0票反对,0票弃权的表决结果,审议通过《关于提名第九届董事会非独立董事候选人 的议案》; 公司第八届董事会任期即将届满,根据《公司法》及《公司章程》的有关规定,公司董事会拟进行换届 选 ...
DraftKings(DKNG) - 2025 FY - Earnings Call Transcript
2025-05-19 15:00
Financial Data and Key Metrics Changes - The preliminary voting results indicated that proposals one, two, three, and four were approved by more than 95% of the total voting power, while proposal five was rejected, receiving less than 4% of the total voting power [16]. Business Line Data and Key Metrics Changes - No specific data or metrics related to individual business lines were discussed during the meeting [15]. Market Data and Key Metrics Changes - No specific market data or metrics were provided in the meeting [15]. Company Strategy and Development Direction and Industry Competition - The company did not provide detailed comments on its strategy or competitive landscape during this meeting [15]. Management's Comments on Operating Environment and Future Outlook - Management did not offer specific insights regarding the operating environment or future outlook during the meeting [15]. Other Important Information - The meeting included a proposal from the New York City Comptroller's office regarding the disclosure of director gender, race, and ethnicity, which was ultimately rejected [10][12][16]. Q&A Session Summary Question: Were there any appropriate questions received during the meeting? - There were no appropriate questions received regarding the business of this shareholder meeting [15].
劲拓股份: 董事会提名委员会关于第六届董事会董事候选人任职资格的审查意见
Zheng Quan Zhi Xing· 2025-05-19 13:38
(以下简称"《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 深圳市劲拓自动化设备股份有限公司 董事会提名委员会关于第六届董事会董事候选人 任职资格的审查意见 深圳市劲拓自动化设备股份有限公司(以下简称"公司")第五届董事会任期 届满,根据《中华人民共和国公司法》 综上,提名委员会 3 名委员一致同意:提名吴思远、朱玺、丁盛军为公司第 六届董事会非独立董事候选人(非职工代表董事),并同意将该事项提交公司董 事会审议。 二、关于对第六届董事会独立董事候选人任职资格的审查意见 经审查,提名委员会认为:公司第六届董事会独立董事候选人余盛丽、何鹏、 周路明具备《公司法》 指引第 2 号——创业板上市公司规范运作》 《公司章程》等的规定,公司第五届 董事会提名委员会对第六届董事会非独立董事候选人和独立董事候选人的任职 资格分别进行了审核,现发表审查意见如下: 一、关于对第六届董事会非独立董事候选人任职资格的审查意见 经审查,提名委员会认为:公司第六届董事会非独立董事候选人吴思远、朱 玺、丁盛军具备《公司法》 《深圳证券交易所上市公司自律监管指引第 2 号 ...
统一股份: 统一低碳科技(新疆)股份有限公司2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-05-19 09:44
Core Viewpoint - The company, Unified Low Carbon Technology (Xinjiang) Co., Ltd., is holding a shareholders' meeting on May 26, 2025, to discuss and vote on several key proposals, including amendments to the company's articles of association and the election of the ninth board of directors [1][6][19]. Group 1: Meeting Details - The shareholders' meeting will take place on May 26, 2025, at 14:00 in the company meeting room [2]. - Voting will be conducted through the Shanghai Stock Exchange network voting system during specified trading hours [1]. - The meeting will include the reading of proposals, discussions, and voting by shareholders [3][4]. Group 2: Proposals for Discussion - Proposal 1 involves amending the company's articles of association, which has been approved by the board of directors [6][8]. - Proposal 2 pertains to revising the rules for shareholder meetings, also approved by the board [10][11]. - Proposal 3 focuses on amending the rules for board meetings, with prior approval from the board [13][14]. - Proposal 4 suggests the abolition of the supervisory board and the removal of certain supervisory positions to streamline governance [15][16]. - Proposal 5 is for the election of the ninth board of directors, consisting of 9 members, including 6 non-independent directors and 3 independent directors [19][20]. - Proposal 6 involves the election of independent directors for the ninth board, with candidates already nominated [28][29]. Group 3: Candidate Profiles - Candidate Liu Zhenggang has extensive experience in asset management and is currently a senior specialist at Xinda Investment Co., Ltd. [21]. - Candidate Feng Jin has a strong background in finance and is currently a general manager at China Water Investment Group [23]. - Candidate Fan Fei is a CFA and has held various managerial positions in asset management [24]. - Candidate Zhu Yingjing has experience in management consulting and is currently a director at Unified Low Carbon Technology [25]. - Candidate Li Jia has a background in petroleum and is currently the CEO of Unified Petroleum Chemical Co., Ltd. [26]. - Independent director candidates include Li Gang, Liang Shangshang, and Li Zhifei, all with significant academic and professional credentials [32][33].
闻泰科技: 董事会秘书工作制度(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-16 16:24
General Provisions - The purpose of the system is to standardize the work of the board secretary of Wentech Technology Co., Ltd. based on relevant laws and regulations [1] - The board secretary is a senior management personnel responsible to the company and the board, and must perform duties faithfully and diligently [1] - The board secretary serves as the designated liaison between the company and the Shanghai Stock Exchange, handling information disclosure and corporate governance matters [1] Qualifications and Appointment - The board secretary must possess necessary professional knowledge in finance, management, and law, and meet other qualifications set by the Shanghai Stock Exchange [2] - Individuals with certain disqualifying conditions, such as regulatory sanctions or public reprimands, are prohibited from serving as board secretary [2][5] - Upon appointing a board secretary or securities affairs representative, the company must promptly announce and submit relevant documents to the Shanghai Stock Exchange [2] Termination and Responsibilities - The company must have sufficient reasons for dismissing the board secretary and must report the reasons to the Shanghai Stock Exchange [3] - The board secretary must undergo a departure review and complete handover procedures upon resignation or dismissal [6] - The company must appoint a temporary secretary within three months of a vacancy and ensure the position is filled promptly [6] Duties and Functions - The board secretary is responsible for managing information disclosure, ensuring compliance with disclosure regulations, and maintaining confidentiality of undisclosed significant information [7] - The board secretary assists in strengthening corporate governance mechanisms and organizing board meetings [7] - The board secretary manages investor relations and facilitates communication between the company and various stakeholders [7] Compliance and Training - The board secretary must ensure compliance with laws and regulations, and provide training to board members and senior management regarding their disclosure responsibilities [8] - The company is required to support the board secretary in fulfilling their duties and provide necessary resources [9] - A confidentiality agreement must be signed by the board secretary to maintain confidentiality during and after their tenure [9] Additional Provisions - The company must appoint a securities affairs representative to assist the board secretary, who will assume responsibilities in the secretary's absence [9] - Any matters not covered by this system will be governed by relevant national laws and regulations [10]
丰元股份: 董事会议事规则(2025年5月)
Zheng Quan Zhi Xing· 2025-05-16 13:30
Core Points - The document outlines the rules for the board of directors of Shandong Fengyuan Chemical Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1][2][3] Group 1: Board Structure and Committees - The board of directors is supported by an office that handles daily affairs, with a secretary responsible for maintaining records and managing communications [1] - The board has established several specialized committees, including the Audit Committee, Compensation and Assessment Committee, Nomination Committee, and Strategic Committee, each with specific responsibilities [2][3] Group 2: Meeting Procedures - The board is required to hold at least two regular meetings each year, with provisions for calling temporary meetings under certain conditions [4][5] - Meeting notifications must be sent out in advance, detailing the time, location, and agenda, with specific requirements for both regular and temporary meetings [6][7] Group 3: Voting and Decision-Making - Decisions require a majority vote from the board members present, with specific rules for abstentions and conflicts of interest [10][11] - The board must ensure that all proposals are clearly defined and that members have adequate information to make informed decisions [16][19] Group 4: Documentation and Accountability - Detailed records of meetings, including attendance, proposals, and voting outcomes, must be maintained for a minimum of ten years [12][13] - Board members are accountable for decisions made, with provisions for reporting dissenting opinions and ensuring compliance with legal and regulatory standards [28][29]