公司治理制度修订

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欧科亿: 欧科亿2025年第二次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-07-28 16:14
Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss several key proposals, including the cancellation of the supervisory board and adjustments to the board of directors [1][6][18] - The meeting will also address the revision and establishment of certain corporate governance systems to enhance operational efficiency and compliance with legal regulations [16][17] Meeting Procedures - Shareholders or their representatives must arrive 30 minutes before the meeting to complete registration and present necessary identification [2][4] - The meeting will follow a structured agenda, including the announcement of attendees, reading of meeting guidelines, and voting on the proposed resolutions [6][7] - Voting will be conducted through both on-site and online methods, with results announced at the end of the meeting [3][5] Proposed Resolutions - Proposal 1: Increase the estimated daily related transactions for 2025, with a projected amount of 50 million yuan for transactions with related parties [8][14] - Proposal 2: Cancel the supervisory board and adjust the number of directors from 5 to 6, with a new structure including 2 independent directors, 1 employee director, and 3 non-independent directors [15][16] - Proposal 3: Revise and establish various corporate governance rules, including the rules for shareholder meetings and board meetings, while abolishing the rules related to the supervisory board [16][17] - Proposal 4: Elect a new non-independent director to replace a resigning board member, with a candidate already proposed [18][20] Related Transactions - The company plans to engage in daily related transactions primarily for the procurement of equipment and proprietary technology necessary for its operations [14][15] - The financial health of the related parties involved in these transactions is reported to be stable, ensuring their ability to fulfill contractual obligations [14]
延江股份: 第四届董事会第八次会议决议的公告
Zheng Quan Zhi Xing· 2025-07-27 16:14
Group 1 - The company held its fourth board meeting on July 25, 2025, with all nine directors present, complying with relevant laws and regulations [1][2] - The board approved the appointment of Liu Peiyuan as the new Chief Financial Officer, replacing Huang Teng, with the term lasting until the end of the current board's tenure [1][2] - The board also approved the appointment of Wang Zheng as the new Vice President, responsible for global operations, with the same term conditions [2][3] Group 2 - The board adopted a new "Management System for Departure of Directors and Senior Management" in accordance with updated legal requirements [3][4] - Several governance-related proposals were approved, including revisions to the "Audit Committee Working Rules," "Financing and External Guarantee Management System," and "Fundraising Usage Management Measures," all pending approval at the upcoming shareholders' meeting [4][5][6] - The board also approved revisions to the "Articles of Association" and "Shareholders' Meeting Rules," which will be submitted for shareholder approval [4][6]
宏微科技: 江苏宏微科技股份有限公司关于取消监事会、调整董事会成员、变更注册资本、修订《公司竟程》并办理工商变更登记及制定、修订、废止部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-07-25 16:25
Group 1 - The company has decided to abolish the supervisory board and transfer its powers to the audit committee of the board of directors, optimizing the board structure to consist of 8 directors, including 3 independent directors and 1 employee representative director [1][2][3] - The company's registered capital has been adjusted from RMB 2,128,836,600 to RMB 2,128,841,850, following the conversion of RMB 14,973 of the convertible bonds into 525 shares [2][3] - The company will revise its articles of association to reflect the changes in governance structure, including the removal of references to the supervisory board and the alignment of terminology from "shareholders' meeting" to "shareholders' assembly" [3][4] Group 2 - The revised articles of association will require approval at the company's first extraordinary general meeting of 2025 before taking effect, and the board will seek authorization to handle related business registration changes [3][4] - The company has initiated the formulation, revision, and abolition of certain corporate governance systems to enhance compliance and internal governance mechanisms, with some requiring shareholder approval [4][5] - The company will disclose the revised articles of association and governance system changes on the Shanghai Stock Exchange website [3][4]
能辉科技: 关于召开2025年第二次临时股东大会通知的公告
Zheng Quan Zhi Xing· 2025-07-25 16:14
Meeting Information - The company will hold its second extraordinary general meeting of shareholders in 2025 on August 15, 2025, at 14:30 [1] - Shareholders can participate through on-site voting or online voting via the Shenzhen Stock Exchange systems on the same day [2][6] Voting Procedures - Shareholders must choose either on-site voting or online voting, and duplicate votes will be invalidated [2] - All shareholders registered by the close of trading on August 11, 2025, are eligible to attend and vote [2][5] Agenda Items - The meeting will discuss several proposals, including amendments to governance systems and the election of the fourth board of directors [3][4] - The election of non-independent directors will require a cumulative voting system, allowing shareholders to allocate their votes among candidates [4][5] Special Resolutions - Certain proposals, including amendments to governance and the election of directors, require a two-thirds majority of votes from attending shareholders [5] - The voting results for small and medium investors will be counted separately and disclosed [5] Registration and Participation - Natural person shareholders must present identification and proof of shareholding to register for the meeting [5][6] - Corporate shareholders must provide additional documentation, including a business license and authorization letters for representatives [5][6] Online Voting - The company provides an online voting platform through the Shenzhen Stock Exchange, with detailed procedures outlined in the attachments [7][8]
概伦电子: 2025年第二次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-07-24 16:20
证券代码:688206 证券简称:概伦电子 上海概伦电子股份有限公司 会议资料 二○二五年七月 目 录 七、会议期间参会人员应注意维护会场秩序,不要随意走动,手机调整为静 音状态,谢绝个人录音、录像及拍照,对干扰会议正常程序或侵犯其他股东或股 东代理人合法权益的行为,会议工作人员有权予以制止,并报告有关部门处理。 八、股东或股东代理人出席本次股东会会议所产生的费用由股东自行承担, 本公司不向参加股东会的股东或股东代理人发放礼品,不负责安排参加股东会股 东或股东代理人的食宿、交通等事项。 九、本次股东会登记方法及表决方式的具体内容,请参见公司 2025 年 7 月 次临时股东会的通知》(公告编号:2025-043)。 上海概伦电子股份有限公司 议案一 关于变更公司注册资本、取消公司监事会及修订《公司章程》的议案 . 6 上海概伦电子股份有限公司 为保障上海概伦电子股份有限公司(下称"公司")全体股东的合法权益, 维护股东会的正常秩序,保证股东会的议事效率,确保本次股东会顺利召开,根 据《中华人民共和国公司法》《上海概伦电子股份有限公司章程》《上海概伦电 子股份有限公司股东会议事规则》及中国证券监督管理委员会、上 ...
格林精密: 关于取消监事会并修订《公司章程》及公司部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-23 16:23
Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association and certain governance systems, transferring the supervisory responsibilities to the audit committee of the board of directors [1][2][3]. Summary by Sections Amendments to Articles of Association - The company will no longer have a supervisory board, with its powers being transferred to the audit committee of the board of directors [1][2]. - Specific amendments include changes to the legal representative's role, which will now be held by a director elected by the board [2][3]. - New provisions state that the legal representative's civil activities will be the company's responsibility, and the company can seek compensation from the legal representative if damages occur due to their actions [3]. Shareholder Responsibilities and Rights - Shareholders are responsible for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3][4]. - The articles now clarify that shareholders can sue each other and the company’s directors and senior management [4][5]. Capital and Share Issuance - The company’s shares are to be issued under principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [5][6]. - The total number of shares issued remains at 413.38 million, all of which are ordinary shares [5][6]. Financial Assistance and Share Repurchase - The company is prohibited from providing financial assistance for the purchase of its shares, except for employee stock ownership plans [5][6]. - Any financial assistance provided must not exceed 10% of the total issued capital and requires a two-thirds majority approval from the board [5][6]. Governance and Decision-Making - The board of directors is empowered to make decisions regarding capital increases and share repurchases, subject to shareholder approval for significant transactions [6][7]. - The articles specify that the board must disclose any guarantees provided by the company and seek shareholder approval for guarantees exceeding 30% of the latest audited total assets [6][7]. Shareholder Meetings and Proposals - The company has established procedures for convening shareholder meetings, including the rights of shareholders to propose agenda items [6][7]. - The articles stipulate that shareholders holding more than 1% of shares can propose temporary agenda items at least 10 days before a meeting [6][7]. Legal Compliance and Responsibilities - The company and its controlling shareholders must comply with legal obligations and ensure the protection of shareholder rights [17][18]. - The articles emphasize the importance of maintaining the independence of the company and its operations from the controlling shareholders [17][18].
立达信: 第二届董事会第十八次会议决议公告
Zheng Quan Zhi Xing· 2025-07-23 10:17
Group 1 - The company held its 18th meeting of the second board of directors on July 23, 2025, with all 9 directors present [1][2] - The board approved the proposal to cancel the supervisory board and amend the company's articles of association, transferring the supervisory board's powers to the audit committee of the board [1][2] - The board also approved the proposal to formulate and amend certain governance systems to enhance the company's governance structure [2][3] Group 2 - All proposals passed with unanimous support, requiring further approval from the shareholders' meeting [2][3][4] - The company plans to convene the first temporary shareholders' meeting of 2025 to discuss these matters [5]
博众精工: 关于取消公司监事会、修订《公司章程》并办理工商变更登记及修订、制定部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-07-23 10:17
证券代码:688097 证券简称:博众精工 公告编号:2025-03X 博众精工科技股份有限公司 关于取消公司监事会、修订《公司章程》并办理工商变更 登记及修订、制定部分公司治理制度的公告 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、准确性和完整性依法承担法律责任。 博众精工科技股份有限公司(以下简称"公司")于 2025 年 7 月 23 日召开了第三 届董事会第十四次临时会议和第三届监事会第十三次临时会议,审议通过了《关于取消 公司监事会、修订并办理工商变更登记的议案》《关于制定、修订公司部分治理制度的 议案》。现将具体情况公告如下: 一、取消公司监事会的情况 为符合对上市公司的规范要求,进一步完善公司治理,根据 2024 年 7 月 1 日起实 施的《公司法》《关于新公司法配套制度规则实施相关过渡期安排》《上市公司章程指 引(2025 年修订)》等相关法律法规、规章及其他规范性文件的规定,公司拟不再设 置监事会与监事,监事会的职权由董事会审计委员会行使,《博众精工科技股份有限公 司监事会议事规则》相应废止,公司各项规章制度中涉及监事会、监事的规定 ...
大连热电: 大连热电股份有限公司第十一届董事会第七次会议决议公告
Zheng Quan Zhi Xing· 2025-07-23 09:07
证券代码:600719 证券简称:大连热电 公告编号:临2025-015 大连热电股份有限公司 第十一届董事会第七次会议决议公告 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法律责任。 一、董事会会议召开情况 大连热电股份有限公司 (以下简称"公司")第十一届董事会第 七次会议于会议召开前以直接送达或电子邮件方式发出会议通知,于 事 9 名,实际出席董事 9 名。会议由董事长田鲁炜先生主持,公司部 分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》和公司《章程》等有关规定。 二、董事会会议审议情况 经与会董事逐项认真审议,会议以投票表决的方式通过了如下决 议: (一)审议通过了《关于修订公司 <章程> 并相应修订 <股东大会> 议事规则> <董事会议事规则> 等治理制度的议案》 为进一步完善公司治理制度体系,保持与新施行的相关法律法规 有关条款的一致性,根据《中华人民共和国公司法》(2023 年 12 月 《关于新配套制度规则实施相关过渡期安排》以及中国证 监会《上市公司章程指引》(2025 年 3 月 ...
振华重工: 振华重工第九届董事会第十四次会议决议公告
Zheng Quan Zhi Xing· 2025-07-22 12:13
Core Points - Shanghai Zhenhua Heavy Industries Co., Ltd. (referred to as Zhenhua Heavy Industry) held its 14th meeting of the 9th Board of Directors on July 22, 2025, where all 10 directors were present and unanimously approved several proposals [1][2]. Group 1: Board Decisions - The board approved the proposal to cancel the Supervisory Board, which will be submitted for shareholder meeting approval [1][2]. - A proposal to amend the Articles of Association was also approved, pending shareholder meeting approval [1][2]. - The board agreed to revise the Rules of Procedure for Shareholders' Meetings, which will require shareholder approval [2]. - The board approved the revision of the Rules of Procedure for Board Meetings, also pending shareholder approval [2]. - The board nominated Mr. Yu Fang as an independent director candidate for the 9th Board of Directors, subject to Shanghai Stock Exchange review and shareholder approval [2][3]. - A proposal regarding the transfer of all equity in China Communications Construction Company’s photovoltaic business, which constitutes a related party transaction, was approved, with related directors abstaining from voting [2][3]. Group 2: Upcoming Events - The board agreed to convene the first temporary shareholders' meeting of 2025, with specific details to be announced later [3].