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南方航空: 南方航空关于修订《公司章程》《股东会议事规则》及《董事会议事规则》并取消监事会的公告
Zheng Quan Zhi Xing· 2025-08-29 17:14
Core Viewpoint - China Southern Airlines is revising its Articles of Association, Shareholders' Meeting Rules, and Board Meeting Rules, and will abolish the Supervisory Board, transferring its responsibilities to the Audit and Risk Management Committee of the Board [1][2]. Summary by Sections Company Articles of Association - The company will no longer have a Supervisory Board, with its powers being transferred to the Audit and Risk Management Committee [2]. - The legal representative of the company will be the chairman of the board, who will execute company affairs [3]. - The company’s assets are divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [4]. Shareholders' Meeting Rules - The revised rules will allow shareholders to propose matters for discussion, and the rules will be subject to approval by the shareholders' meeting [2][4]. - The rules outline the rights and obligations of shareholders, ensuring equal rights for shareholders of the same class of shares [6][7]. Board Meeting Rules - The board will have the authority to make decisions regarding the company’s operations, including capital increases and significant asset transactions [6][7]. - The board is required to convene meetings under specific circumstances, such as when the number of directors falls below legal requirements [22][23]. Transition and Implementation - The revisions will take effect after approval by the shareholders' meeting [2]. - The company will ensure compliance with relevant laws and regulations during the transition [2][19].
首旅酒店: 北京首旅酒店(集团)股份有限公司关于修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-08-29 17:14
Core Viewpoint - Beijing Shoulv Hotel Group Co., Ltd. is proposing amendments to its Articles of Association, which require approval from the shareholders' meeting with a two-thirds majority vote from attending shareholders [1][2]. Summary by Sections Company Governance - The board of directors has approved the proposal to amend the Articles of Association, which is a special resolution requiring shareholder approval [1]. - The amendments include provisions regarding the appointment and responsibilities of the legal representative, ensuring that the company bears civil liability for actions taken by the legal representative [2][3]. Shareholder Rights and Obligations - The Articles serve as a binding document that regulates the rights and obligations between the company, shareholders, and management [3]. - Shareholders have the right to sue the company and its directors, supervisors, and senior management under the provisions of the Articles [3]. Share Issuance and Capital Increase - The company can increase its capital through various methods, including public and private offerings, and must adhere to the stipulations regarding the issuance of shares [5][6]. - The board can decide on share issuance within three years, provided it is approved by a two-thirds majority of the board [6]. Shareholder Meetings - The procedures for convening shareholder meetings and voting must comply with legal and regulatory requirements [16][26]. - Shareholders holding a significant percentage of shares can request the convening of a temporary shareholders' meeting under certain conditions [24][27]. Legal Compliance and Responsibilities - The company and its directors must comply with laws and regulations, and any violations can lead to legal consequences [18][24]. - Shareholders are obligated to act in the company's best interest and may face liability for any damages caused by the abuse of their rights [20][21].
兴业银行: 兴业银行2025年第一次临时股东会会议文件
Zheng Quan Zhi Xing· 2025-08-29 17:11
兴业银行股份有限公司 现场会议时间:2025 年 9 月 17 日(上午 9:30 会议开始) 网络投票时间:采用上海证券交易所网络投票系统。通过交易 系 统 投 票 平 台 的 投 票 时 间 为 9 月 17 日 互 联 网 投 票 平 台 的 投 票 时 间 为 9 月 17 日 会议地点:福州市台江区江滨中大道 398 号兴业银行大厦会议室 主持人:吕家进董事长 兴业银行股份有限公司 为维护全体股东的合法权益,确保股东会的正常秩序和议事 效率,保证会议的顺利召开,根据中国证监会《上市公司股东会 规则》、公司章程和公司股东会议事规则等规定,特制定本须知。 一、宣读股东会注意事项 一、本公司根据《公司法》《证券法》《上市公司股东会规 则》和公司章程的规定,认真做好召开股东会的各项工作。 二、宣布会议开始 三、报告并审议议案 四、集中回答与议题相关的提问 五、议案表决 二、本公司设会议秘书处,具体负责股东会有关程序方面的 事宜。 三、股东参加股东会依法享有发言权、质询权、表决权等权 利。 四、股东要求发言或质询的,应当自股权登记日(2025 年 9 月 11 日)起先向董事会办公室登记报名,并通过书面方式提 ...
万业企业: 上海万业企业股份有限公司关于取消监事会及修订《公司章程》、制定及修订公司部分管理制度的公告
Zheng Quan Zhi Xing· 2025-08-29 17:02
Core Viewpoint - Shanghai Wanye Enterprise Co., Ltd. plans to cancel its supervisory board and amend its articles of association to enhance corporate governance and comply with updated regulations [1][2]. Group 1: Cancellation of Supervisory Board - The company aims to improve its governance structure by abolishing the supervisory board, with the audit committee of the board taking over its statutory responsibilities [1][2]. - The proposal to cancel the supervisory board requires approval from the shareholders' meeting [1][2]. Group 2: Amendments to Articles of Association - The amendments to the articles of association are intended to align with the latest legal and regulatory requirements, ensuring that corporate governance remains compliant [2][3]. - Specific changes include the removal of references to the supervisory board and the introduction of terms related to the audit committee [3][4]. - The articles will also standardize terminology, such as changing "shareholders' meeting" to "shareholders' assembly" [3][4]. Group 3: Impact on Current Supervisors - Following the cancellation of the supervisory board, current members, including Jin Weizhao and others, will no longer hold their positions [2][3]. - The company expresses gratitude for the contributions made by the outgoing supervisors during their tenure [2].
国联股份: 2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-08-29 16:52
Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to ensure the rights of all shareholders and maintain order during the meeting [1][4] - The meeting will discuss several key proposals, including a credit facility and guarantee matters, the cancellation of the supervisory board, and amendments to the company's articles of association [4][6][7] Meeting Details - The meeting is scheduled for September 16, 2025, at 14:30, with a physical location in Beijing and online voting available [4][5] - Shareholders must sign in and present valid identification and documentation to participate [2][3] Proposals to be Discussed - Proposal 1: The company plans to apply for a total credit facility of up to 1.3 billion RMB from banks and financial institutions, with guarantees not exceeding the same amount [4][6] - Proposal 2: The company proposes to cancel the supervisory board, transferring its responsibilities to the audit committee of the board of directors [7][8] - Proposal 3: The company intends to amend and establish certain governance systems in accordance with regulatory requirements [8][9]
华荣股份: 第五届监事会第十七次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:40
Core Viewpoint - The Supervisory Board of Huaron Technology Co., Ltd. convened a meeting to review and approve the 2025 semi-annual report and other significant proposals, ensuring compliance with legal and regulatory requirements [1][2][3] Group 1: Meeting Overview - The 17th meeting of the 5th Supervisory Board was held on August 15, 2025, with all three supervisors present, confirming compliance with relevant laws and regulations [1] - The meeting was chaired by Ms. Hu Zhiwei, the chairperson of the Supervisory Board [1] Group 2: Resolutions Passed - The 2025 semi-annual report and its summary were approved, confirming that the content accurately reflects the company's operational and financial status [1][2] - A proposal to cancel the Supervisory Board, change registered capital, and amend the Articles of Association was approved for submission to the first extraordinary general meeting of shareholders in 2025 [2] - The remuneration for independent directors of the 6th Board was set at 120,000 yuan per person per year (pre-tax), to be paid semi-annually, pending approval at the upcoming shareholders' meeting [2] - A proposal to change the accounting firm was approved for submission to the first extraordinary general meeting of shareholders in 2025 [3] - A proposal to adjust the repurchase price of restricted stock under the 2023 incentive plan and to repurchase and cancel part of the restricted stock was approved [3]
京仪装备: 京仪装备关于修订《公司章程》并办理工商变更登记及修订部分管理制度的公告
Zheng Quan Zhi Xing· 2025-08-29 16:40
Group 1 - The company has decided to abolish the supervisory board and transfer its powers to the audit committee of the board of directors, in accordance with the Company Law and relevant regulations [1][2] - The company has revised its Articles of Association and related governance documents to reflect this change, aiming to enhance operational standards [1][2] - The specific amendments to the Articles of Association include changes to the roles and responsibilities of the chairman and the legal representative of the company [2][3] Group 2 - The revised Articles of Association clarify that the chairman serves as the legal representative of the company, and the company must appoint a new legal representative within 30 days if the current one resigns [2][3] - The company’s assets are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [2][3] - The company has established rules for the issuance of shares, ensuring equal rights for all shares of the same category [4][5] Group 3 - The company has set forth provisions regarding the rights and obligations of shareholders, including the right to receive dividends and participate in shareholder meetings [8][9] - Shareholders can sue the company’s directors, supervisors, and senior management if they believe their rights have been violated [3][8] - The company has outlined the procedures for convening shareholder meetings and the requirements for proposals to be submitted by shareholders [20][24]
众鑫股份: 关于第二届监事会第五次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:40
Meeting Overview - The second meeting of the Supervisory Board of Zhejiang Zhongxin Environmental Protection Technology Group Co., Ltd. was held on August 21, 2025, with all three supervisors present, complying with legal and regulatory requirements [1]. Resolutions Passed - The Supervisory Board approved the "2025 Half-Year Report and Summary," confirming that the report's preparation and review processes adhered to relevant laws and internal management systems, and the information accurately reflects the company's operational and financial status for the first half of 2025 [1][2]. - The Supervisory Board approved the revision of the "Articles of Association," which will eliminate the Supervisory Board and transfer its powers to the Audit Committee, with the corresponding rules for Supervisory Board meetings being abolished [2]. - The Supervisory Board approved the revision of the "External Guarantee Management System," with details available in the company's disclosures [3]. - The Supervisory Board approved the revision of the "Management System for Preventing Major Shareholders and Related Parties from Occupying Company Funds," with details available in the company's disclosures [4]. - The Supervisory Board approved the revision of the "Related Party Transaction Decision-Making System," with details available in the company's disclosures [4]. - The Supervisory Board approved the "Special Report on the Management and Actual Use of Raised Funds for the First Half of 2025," confirming compliance with relevant regulations [4]. - The Supervisory Board approved the proposal to postpone the implementation of certain fundraising projects, emphasizing the necessity and feasibility of the projects despite external uncertainties, and ensuring that the adjustments do not affect the investment direction or total amount of the projects [5]. Voting Results - All resolutions received unanimous approval with 3 votes in favor, 0 against, and 0 abstentions [2][3][4][5].
平煤股份: 平煤股份2025年第三次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-08-29 16:40
平顶山天安煤业股份有限公司 会议资料 未公开披露 平顶山天安煤业股份有限公司 平顶山天安煤业股份有限公司 会议资料 目 录 平顶山天安煤业股份有限公司 会议资料 关于取消监事会并修订《公司章程》及其附件的议案 各位股东: 根据中国证券监督管理委员会《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)》《上市公 司股东会规则(2025 年修订)》等相关法律法规、规范性文件的有 关规定,拟取消公司监事会,并由董事会审计委员会行使新《公司法》 规定的监事会职权。公司董事会对《平顶山天安煤业股份有限公司章 程》(下称"《公司章程》")及其附件《平顶山天安煤业股份有限 公司股东会议事规则》(下称"《股东会议事规则》")《平顶山天 安煤业股份有限公司党委会议事规则》(下称"《党委会议事规则》" 《平顶山天安煤业股份有限公司董事会议事规则》(下称"《董事会 议事规则》")相关条款进行对应修订,《平顶山天安煤业股份有限 公司监事会议事规则》相应废止。现将本次修订情况汇报如下: 一、对《公司章程》《股东会议事规则》《党委会议事规则》《董 事会议事规则》全文中涉及"监事会""监事"的相关表述均予 ...
五洲特纸: 五洲特种纸业集团股份有限公司2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-08-29 16:40
Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 on September 5, 2025, combining on-site and online voting methods [1][3] - The main agenda includes the proposal to cancel the supervisory board, change registered capital, and amend the company's articles of association [3][4] Proposal Details - The company plans to cancel the supervisory board and transfer its responsibilities to the audit committee of the board of directors, following the latest legal and regulatory requirements [4][3] - The number of directors will increase from 7 to 8, with the addition of a worker representative director elected by the employee representative assembly [4][3] - The registered capital will be adjusted due to the cancellation of stock options for 110 individuals, resulting in a reduction of total shares from 476,900,681 to 475,726,781 [4][5] - Amendments to the articles of association will reflect the cancellation of the supervisory board and changes in registered capital, including the removal of references to the supervisory board and its members [4][5] Meeting Procedures - The meeting will require attendees to present identification and proof of shareholding to participate [1][3] - The company reserves the right to refuse entry to unauthorized individuals to maintain order during the meeting [1][3] - Voting will occur both in-person and online, with specific timeframes for each method [1][3]