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容知日新: 安徽容知日新科技股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-06-25 17:36
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]
浙江力诺: 董事、高级管理人员薪酬管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 17:36
General Principles - The compensation management system for directors and senior management of Zhejiang Lino Fluid Control Technology Co., Ltd. aims to motivate and establish an incentive mechanism aligned with modern corporate governance [1] - The system is based on relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [1] Applicable Personnel - The system applies to company directors and senior management, including the general manager, deputy general managers, financial director, board secretary, and other senior management as defined in the company's articles of association [1] Compensation Management Structure - The shareholders' meeting is the highest authority responsible for approving the implementation, modification, and termination of the compensation system [2] - The board of directors authorizes the compensation and assessment committee to set compensation standards and conduct annual evaluations of directors and senior management [2] Compensation Standards - Directors in management positions will have their compensation determined based on their roles and responsibilities [2] - Independent directors receive an annual allowance based on regional economic and industry standards, with reasonable expenses covered by the company [2] - Senior management compensation consists of a base salary and an annual performance bonus, with the base salary reflecting industry standards and job responsibilities [2][3] Compensation Payment - Independent directors' allowances are paid monthly [3] - The payment timing and method for non-independent directors and senior management are determined by the company's salary payment system [3] - Compensation is pre-tax, with deductions for personal income tax and social insurance contributions [4] Compensation Adjustment and Incentives - The compensation system should align with the company's business strategy and be adjusted according to changes in business conditions [5] - The compensation and assessment committee can approve temporary special rewards or penalties for directors and senior management [5] - Salary reductions or deductions may occur for serious violations of company rules or significant economic losses caused by the individual [5] Other Provisions - The terms "yuan" and "ten thousand yuan" refer to "Renminbi yuan" and "Renminbi ten thousand" respectively [7] - The compensation does not include stock incentive plans or other special bonuses [7] - The system becomes effective upon approval by the shareholders' meeting and is subject to modification under the same process [7]
浙江力诺: 独立董事工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 17:36
Core Viewpoint - The independent director system of Zhejiang Lino Fluid Control Technology Co., Ltd. aims to enhance corporate governance, protect the interests of minority shareholders, and ensure independent decision-making within the board of directors [1][2]. Group 1: General Principles - The independent director is defined as a board member who does not hold any other position within the company and has no direct or indirect interests that could affect their independent judgment [1][2]. - Independent directors are required to fulfill their duties independently and are not influenced by the company or its major shareholders [2][4]. Group 2: Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals with certain relationships or interests in the company, including family ties to major shareholders or significant business relationships [5][6]. - The board must include independent directors making up at least one-third of its members, with at least one being a professional accountant [2][6]. Group 3: Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [15][16]. - They must attend board meetings in person or delegate their voting rights to another independent director if unable to attend [18][19]. Group 4: Performance and Reporting - Independent directors are required to submit an annual report detailing their attendance, participation in committees, and communication with minority shareholders [26][27]. - The company must provide necessary support and resources for independent directors to perform their duties effectively [15][17]. Group 5: Compensation and Rights - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the board and disclosed in the annual report [33][34]. - They have the right to access information and resources necessary for their role, ensuring they can perform their duties without obstruction [31][32].
*ST春天: 青海春天2025年第一次临时股东会资料
Zheng Quan Zhi Xing· 2025-06-25 16:36
Meeting Information - The first temporary shareholders' meeting of Qinghai Spring Medicine Resources Technology Co., Ltd. will be held on July 3, 2025, at 2:30 PM in Xining, Qinghai Province [1][3] - The meeting will be conducted with both on-site and online voting methods, ensuring that shareholders can participate remotely [3][4] Attendance and Voting Procedures - Shareholders and their authorized representatives must arrive ten minutes before the meeting to complete registration and present necessary documents [2] - Shareholders have the right to speak, consult, and vote during the meeting, with specific procedures for raising questions and casting votes [2][3] Agenda Items - The meeting will review two main proposals: 1. Approval of daily related transactions and the estimated amount for 2025, which is projected at 100 million yuan for product procurement from Yibin Tinghua [5][6] 2. Election of Mr. Wang Fugui as an independent director of the board, following the resignation of Ms. Song Yuqi [8][9] Related Transactions - The company has been under scrutiny for failing to disclose related transactions with Yibin Tinghua, which is now being rectified with the submission of the estimated transaction amount for the year [5][6] - Yibin Tinghua has a registered capital of 14.7 million yuan and reported revenues of 70.06 million yuan and a net profit of 20.18 million yuan as of December 31, 2024, indicating its capability to fulfill contractual obligations [7] Impact and Compliance - The related transactions are deemed necessary for the company's daily operations and will not compromise the company's independence or harm the interests of non-related shareholders [8] - The board has already approved the proposals, and the meeting will ensure compliance with regulatory requirements [6][9]
中安科: 2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-06-25 16:13
Group 1 - The company will hold a shareholders' meeting on July 9, 2025, with both on-site and online voting options available for shareholders [4][3] - The agenda includes proposals for providing guarantees for financing, amending the company’s articles of association, and electing a new independent director [6][9][7] - The company plans to provide a total of HKD 277 million in financing guarantees for its wholly-owned subsidiaries [4][5] Group 2 - The company proposes to abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors [6] - The company will revise its internal governance rules, including the rules for shareholders' meetings and board meetings [7] - The independent director candidate, Mr. Xue Wei, has a strong background in finance and accounting, with no current shareholding in the company [9][10]
通宝能源: 山西通宝能源股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-06-25 16:12
山西通宝能源股份有限公司 董事会议事规则 第一条 宗旨 为了进一步规范董事会的议事方式和决策程序,促使山西通宝能 源股份有限公司(以下简称"公司")的董事和董事会有效地履行其 职责,提高董事会规范运作和科学决策水平,根据《中华人民共和国 公司法》(以下简称"《公司法》")《中华人民共和国证券法》(以 下简称"《证券法》") 《上市公司治理准则》 《上海证券交易所股票 上市规则》等有关规定以及《山西通宝能源股份有限公司章程》(以 下简称"公司章程")的规定,制定本董事会议事规则(以下简称"本 规则") 。 第二条 董事会的组成 公司董事会由七名董事组成,至少包括三分之一独立董事。独立 董事中至少包括一名会计专业人士。董事会设职工代表董事一名。 第三条 董事会的职权 公司董事会行使下列职权: (一)召集股东会,并向股东会报告工作; (二)执行股东会的决议; (三)决定公司的经营计划和投资方案; (四)制订公司的利润分配方案和弥补亏损方案; (五)制订公司增加或者减少注册资本、发行债券或其他证券及 上市方案; (六)拟订公司重大收购、收购本公司股票或者合并、分立、解 散及变更公司形式的方案; (七)在股东会授权范围 ...
中兰环保: 独立董事专门会议制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-24 19:03
Core Points - The document outlines the Independent Director Special Meeting System of Zhonglan Environmental Technology Co., Ltd, aiming to standardize the corporate governance structure and enhance the role of independent directors [1][2] - The special meetings are exclusively attended by independent directors and can be convened as needed, with a proposal from more than half of the independent directors [1][2] - The company is required to notify all independent directors at least three days before the meeting, unless it is an urgent situation [1][2] Summary by Sections Meeting Procedures - Special meetings can be held in person, via communication methods (including video and phone), or a combination of both [2] - A majority of independent directors must agree on matters to be submitted to the board for review, including hiring external agencies for audits, proposing temporary shareholder meetings, and disclosing related party transactions [2][3] Documentation and Reporting - Meeting records must be created, and independent directors' opinions should be documented and signed [2] - Independent directors are required to submit an annual report to the company's annual shareholder meeting, detailing their responsibilities and the work of the special meetings [2] Implementation and Compliance - The system takes effect upon approval by the board and will be modified in accordance with national laws and regulations if necessary [3] - Any unresolved matters will be governed by relevant national laws and the company's articles of association [3]
复星医药: 复星医药独立非执行董事制度(2025年修订)
Zheng Quan Zhi Xing· 2025-06-24 19:03
(2025年修订) 第一章 总则 上海复星医药(集团)股份有限公司 独立非执行董事制度 第一条 为进一步完善上海复星医药(集团)股份有限公司(以下简称"公 司")治理结构,促进公司规范运作,根据《中华人民共和国公司法》 (以下简称 "《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》(以 下简称"《管理办法》")、 《上海证券交易所股票上市规则》 《香港联合交易所有 限公司证券上市规则》 (《上海证券交易所股票上市规则》及《香港联合交易所有 限公司证券上市规则》以下合称"《上市规则》")以及《上海复星医药(集团) 股份有限公司章程》(以下简称"《公司章程》")等规定,特制订本制度。 第二条 本制度所称独立非执行董事是指不在公司担任除董事外的其他职务, 并与公司及其主要股东、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。 第三条 独立非执行董事对公司及全体股东负有忠实与勤勉义务。 独立非执行董事应当按照相关法律、行政法规、公司股票上市地证券监管机 构要求和《公司章程》的规定,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 ...
中兰环保: 董事和高级管理人员所持公司股份及其变动管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-24 19:03
Core Points - The document outlines the management system for the shares held by directors and senior management of Zhonglan Environmental Technology Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The purpose of the system is to strengthen the management of shares held by directors and senior management and ensure proper information disclosure [1] - The shares held by directors and senior management include those registered in their names and those held through others' accounts [1] Group 2: Shareholding Change Management - Directors and senior management must notify the board secretary in writing before buying or selling company shares, and the board secretary will verify compliance with laws and regulations [3][4] - The company must apply to the Shenzhen Stock Exchange to register shares held by directors and senior management as restricted shares under certain conditions [3][6] Group 3: Increase in Shareholding Behavior - Specific rules apply when a shareholder's equity reaches certain thresholds, such as a maximum of 2% increase in shares within a year if ownership is between 30% and 50% [6][7] - Shareholders must disclose their shareholding increase plans and notify the company of any progress [6][7] Group 4: Decrease in Shareholding Behavior - Directors and senior management can only transfer up to 25% of their total shares annually during their tenure, with exceptions for certain circumstances [7][8] - There are restrictions on share transfers for six months after leaving the company [8] Group 5: Other Provisions - The company must ensure that certain individuals do not trade shares based on insider information [9] - Any profits from trading shares within six months of buying or selling must be returned to the company [9][10] - The board secretary is responsible for managing the data related to directors and senior management's shareholdings and ensuring compliance with reporting requirements [11][12]
璞泰来: 董事和高级管理人员薪酬与考核管理制度
Zheng Quan Zhi Xing· 2025-06-24 18:41
Core Points - The company aims to establish a scientific and effective incentive and restraint mechanism for the remuneration management of its directors and senior management to enhance operational efficiency [1] - The remuneration management principles include fairness, alignment of responsibilities and performance, long-term interests, and a balance of incentives and constraints [1][3] - The remuneration structure for directors and senior management consists of basic salary and performance bonuses, with specific criteria for evaluation and adjustment [2][5] Remuneration Structure - Non-independent directors receive remuneration based on their specific roles and responsibilities, while independent directors receive fixed allowances approved by the shareholders' meeting [2] - Senior management's remuneration is composed of basic salary and performance bonuses, with the basic salary determined by various factors including position, capability, and industry standards [2][5] - The remuneration and assessment committee is responsible for setting evaluation standards and proposing remuneration policies to the board [3] Performance Evaluation and Adjustment - The company can reduce or withhold performance bonuses for directors and senior management under certain circumstances, such as serious violations of company rules or causing significant economic losses [3] - Remuneration adjustments are based on market salary reports, inflation rates, company performance, and individual performance [5] - The company may implement stock incentive plans for long-term motivation of directors and senior management [5] Other Provisions - The remuneration management system must align with the company's development strategy and be adjusted according to operational changes [4][5] - The board of directors is responsible for interpreting and revising the remuneration management system, which takes effect after approval by the shareholders' meeting [7]