公司章程修订

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中微半导: 关于取消监事会并修订《公司章程》及相关议事规则的公告
Zheng Quan Zhi Xing· 2025-08-25 16:34
Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association and related rules, transferring the supervisory functions to the audit committee of the board of directors [1]. Summary by Sections Company Structure Changes - The company will no longer have a supervisory board or supervisors, with the audit committee of the board taking over the supervisory responsibilities as per the Company Law [1]. - Relevant rules and regulations related to the supervisory board have been abolished and the articles of association, shareholder meeting rules, and board meeting rules have been revised accordingly [1]. Amendments to Articles of Association - Article 8 has been amended to clarify the legal responsibilities of the legal representative in civil activities conducted on behalf of the company [1]. - Article 9 specifies that shareholders are liable for the company's debts only to the extent of their subscribed shares [2]. - Article 10 allows for lawsuits against shareholders, directors, supervisors, general managers, and other senior management [3]. - Article 15 ensures that all shares of the same class have equal rights [3]. - Article 19 confirms that the total number of shares issued by the company is 400.365 million, all of which are ordinary shares [4]. - Article 21 outlines the methods for increasing capital, including public and private offerings [4]. - Article 27 states that the company does not accept its own shares as collateral [5]. - Article 39 mandates that shareholders holding more than 5% of voting shares must report any pledging of their shares [19]. Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes [6]. - Shareholders can request to review the company's accounting books if they hold more than 3% of shares for over 180 days [8]. - Shareholders are obligated to comply with laws and the company's articles of association [16]. Governance and Decision-Making - The shareholder meeting is the company's authority body, responsible for major decisions such as approving financial budgets and profit distribution [24]. - The board of directors is responsible for convening shareholder meetings and must do so within specified timeframes [29].
无锡振华: 第三届监事会第十二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-25 16:31
证券代码:605319 证券简称:无锡振华 公告编号:2025-048 证券代码:111022 证券简称:锡振转债 无锡市振华汽车部件股份有限公司 二、审议通过《关于公司 2025 年半年度利润分配预案的议案》 监事会认为,本次利润分配方案结合了公司发展阶段、未来的资金需求,不 会影响公司正常经营和长远发展,符合有关法律法规及《公司章程》的相关规定, 不存在损害中小股东利益的情形。 本议案尚需提交公司股东会审议。 本公司监事会及全体监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。 无锡市振华汽车部件股份有限公司(以下简称"公司")第三届监事会第十 二次会议于 2025 年 8 月 14 日通过专人或电子邮件的方式发出通知,于 2025 年 持,会议应参与表决监事 3 名,实际参与表决监事 3 名,符合《公司法》及《公 司章程》的有关规定,会议合法、有效。经监事认真审议,通过以下决议: 一、审议通过《2025 年半年度报告及摘要》 公司根据 2025 年半年度经营发展情况,编写的《2025 年半年度报告》 和《2025 年半年度报告摘要》。编制和审 ...
长江投资: 长江投资:九届五次监事会决议公告
Zheng Quan Zhi Xing· 2025-08-25 16:31
证券代码:600119 证券简称:长江投资 公告编号:临 2025-024 九届五次监事会决议公告 本公司监事会及全体监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。 (2023 年修订)中部分 条款进行修订,形成《长发集团长江投资实业股份有限公司章程》 (2025 年修订)(详见《上海证券报》及上海证券交易所网站 www.sse.com.cn 同日披露的《长发集团长江投资实业股份有限公司 关于取消监事会暨修订 <公司章程> 的公告》)。 同意票:5 票 反对票:0 票 弃权票:0 票。 上述第二项议案将提请股东大会审议通过。 一、审议通过了《长江投资公司 2025 年半年度报告》及摘要, 经审阅公司 2025 年半年度报告及摘要,监事会认为:公司半年报编 制程序符合法律、法规、公司章程和公司内部控制制度的各项规定。 半年报的内容和格式符合中国证监会和上海证券交易所的各项规定, 所包含的信息能够从各方面真实准确地反映公司 2025 年上半年经营 管理和财务状况等事项。未发现参与半年报编制和审议的人员存在违 (公司 2025 年半年度报告全文详见上 ...
氯碱化工: 氯碱化工2025年第一次临时股东大会资料
Zheng Quan Zhi Xing· 2025-08-25 16:31
Core Viewpoint - Shanghai Chlor-Alkali Chemical Co., Ltd. is holding a shareholders' meeting to ensure the protection of shareholders' rights and maintain the order and efficiency of the meeting [3][4]. Group 1: Shareholders' Meeting Guidelines - The meeting will have a secretariat responsible for its organization [4]. - Shareholders have the right to speak, inquire, and vote, but must also fulfill their legal obligations [4]. - Shareholders wishing to speak must register 15 minutes before the meeting and provide proof of shareholding [4]. - The meeting will not distribute gifts, and all expenses related to attendance will be borne by the shareholders [4][5]. - The meeting will be held on September 2, 2025, at 2:30 PM at a specified location in Shanghai [5]. Group 2: Amendments to Company Regulations - The company will no longer have a supervisory board; its functions will be transferred to the audit committee of the board of directors [5][6]. - Amendments to the articles of association will reflect this change and other related adjustments [5][6]. - The articles of association will now emphasize the legal rights and obligations of the company, shareholders, and management [7][8]. Group 3: Voting and Decision-Making - The meeting will include a voting session where shareholders can express their opinions and vote on the proposed amendments [6]. - The results of the voting will be announced at the end of the meeting, along with legal opinions from the attending lawyers [6]. Group 4: Shareholder Rights and Responsibilities - Shareholders are entitled to dividends and other benefits according to their shareholding [13]. - They have the right to supervise the company's operations and propose suggestions or inquiries [13]. - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [20][21].
同德化工: 半年报董事会决议公告
Zheng Quan Zhi Xing· 2025-08-25 16:13
Group 1 - The board meeting of Shanxi Tongde Chemical Co., Ltd. was held on August 23, 2025, with all 8 directors present, ensuring compliance with relevant laws and regulations [1] - The board approved several proposals, including amendments to the company's articles of association and rules for shareholder and board meetings, which will be submitted for review at the second extraordinary general meeting of shareholders in 2025 [2][3] - The meeting also discussed the establishment and revision of governance-related systems to enhance corporate governance and operational standards [3] Group 2 - The board approved the remuneration and performance evaluation system for directors, supervisors, and senior management, with unanimous support from all directors [4] - The board also approved the management system for the ownership and trading of the company's stock by directors, supervisors, and senior management, again with unanimous support [4] - Additional governance proposals, including the accountability system for significant errors in annual report disclosures and the registration and reporting system for insider information, were also approved [5][6] Group 3 - The company plans to hold the second extraordinary general meeting of shareholders on September 11, 2025, to discuss various proposals, including the appointment of a non-independent director and adjustments for prior accounting errors [7][9] - The full content of the revised governance systems will be disclosed on August 26, 2025, through designated information disclosure media [6][7]
福然德: 福然德股份有限公司关于取消监事会暨修订《公司章程》及部分内部管理制度并新增部分管理制度的公告
Zheng Quan Zhi Xing· 2025-08-25 16:13
Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with relevant laws and regulations [1][2][3] - The company will revise its articles of association to reflect this change, which will require approval at the upcoming extraordinary general meeting [2][3] - The supervisory board will continue to fulfill its responsibilities until the shareholders' meeting approves the cancellation [1] Group 2 - The revised articles of association will change references from "shareholders' meeting" to "shareholders' assembly" throughout the document [2] - The legal representative of the company will now be the director executing company affairs, with the chairman being elected by the board [2][3] - New provisions will clarify that the company will bear civil liability for actions taken by the legal representative in the course of their duties [3] Group 3 - The company will ensure that all assets are divided into equal shares, with shareholders only liable for the amount of their subscribed shares [3][4] - The articles will specify that the company will not provide financial assistance for the acquisition of its shares, except under certain conditions approved by the shareholders' meeting [5][6] - The company will adopt various methods for capital increase as per legal requirements, including using surplus reserves to increase share capital [6][7] Group 4 - The company will implement stricter rules regarding the transfer of shares, ensuring compliance with legal and regulatory requirements [8][9] - The articles will stipulate that shareholders must adhere to the provisions regarding the transfer of shares, including restrictions on the transfer of shares held by directors and senior management for a specified period [9][10] - The company will establish clear guidelines for related party transactions, requiring shareholder approval for significant transactions [28][29]
海昌新材: 公司章程修订对照表
Zheng Quan Zhi Xing· 2025-08-25 16:13
Core Points - The company has revised its articles of association to better protect the rights of shareholders, employees, and creditors while ensuring compliance with relevant laws [1][3][4] - The role of the legal representative has been clarified, stating that the chairman of the board serves as the legal representative of the company [1][2] - The company’s shares are divided into equal shares, and shareholders are liable for the company’s debts only to the extent of their subscribed shares [3][4] Group 1 - The articles of association serve as a legally binding document that governs the relationship between the company, shareholders, directors, supervisors, and senior management [3][4] - The company must establish a Communist Party organization and provide necessary conditions for its activities [3] - The issuance of shares must adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [4][5] Group 2 - The company is prohibited from providing financial assistance for others to acquire its shares or those of its parent company, except for employee stock ownership plans [6][7] - The company can increase its capital through various methods, including public offerings and private placements, as decided by the shareholders' meeting [8][9] - The company may repurchase its shares under specific circumstances, such as reducing registered capital or responding to dissenting shareholders [10][11] Group 3 - The company’s shares can be transferred in accordance with the law, and there are restrictions on the transfer of shares held by directors and senior management for a specified period [15][16] - Shareholders holding more than 5% of the shares must report any pledges of their shares to the company [35] - The company’s controlling shareholders and actual controllers must act in accordance with laws and regulations to protect the interests of the company and its shareholders [36][37]
江苏凤凰置业投资股份有限公司第九届董事会第八次会议决议公告
Shang Hai Zheng Quan Bao· 2025-08-24 19:33
Core Viewpoint - The board of directors of Jiangsu Phoenix Investment Co., Ltd. held its eighth meeting of the ninth session, where several key resolutions were passed, including the approval of the 2025 semi-annual report and the decision to abolish the supervisory board, reflecting a move towards enhanced corporate governance and compliance with updated regulations [1][2][3][6]. Group 1: Meeting Resolutions - The board approved the 2025 semi-annual report and its summary, which was reviewed by the audit committee [1][2]. - A risk assessment report regarding Jiangsu Phoenix Publishing and Media Group Financial Co., Ltd. was also approved, with independent directors abstaining from the vote [3][4][5]. - The proposal to abolish the supervisory board and amend the company's articles of association was passed, with the audit committee assuming the supervisory responsibilities [6][7]. Group 2: Governance and Compliance - The company is revising its governance documents to align with the latest legal and regulatory requirements, including the articles of association and meeting rules [9][10]. - Multiple governance documents were amended, including those related to the board of directors and senior management, all receiving unanimous approval [10][11][12][13][14][15][16][18][19][20][21][22][23][24][25][27][28][29][30]. Group 3: Management Changes - The board accepted the resignation of Mr. Yan Shuyun as vice president and CFO, and appointed Ms. Wang Qing to the position, effective immediately [31][32]. - A resolution to convene the first extraordinary general meeting of 2025 was also passed [32].
重庆建工: 《重庆建工集团股份有限公司章程》修订对比表
Zheng Quan Zhi Xing· 2025-08-24 16:16
Group 1 - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [2][3] - The company will appoint a new legal representative within thirty days if the current one resigns [2] - The company assumes civil liability for damages caused by the legal representative while performing duties, with the right to seek compensation from the representative if at fault [2][3] Group 2 - The company’s shares are issued based on principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [4] - The company can provide financial assistance for acquiring its shares, with a limit of 10% of the total issued capital [4][5] - The company’s operational scope includes various construction and engineering services, with specific qualifications for different types of projects [3][4] Group 3 - The company’s articles of association will serve as a legally binding document governing the rights and obligations of the company, shareholders, and management [2][3] - Shareholders have the right to sue other shareholders, directors, supervisors, and senior management under the provisions of the articles [3] - The company’s governance structure includes a dual-entry and cross-appointment leadership system for qualified party organization members [3][4] Group 4 - The company’s shareholders are obligated to comply with laws, regulations, and the articles of association, and must pay their subscribed capital [20][21] - Shareholders are prohibited from abusing their rights to harm the company or other shareholders' interests [20][21] - The company’s controlling shareholders and actual controllers must exercise their rights in accordance with laws and regulations, ensuring the protection of the company’s interests [22][23]
重庆建工: 重庆建工关于修订《公司章程》及相关议事规则的公告
Zheng Quan Zhi Xing· 2025-08-24 16:16
Group 1 - The company is revising its Articles of Association and related meeting rules to comply with the newly amended Company Law of the People's Republic of China and other regulatory requirements [1] - The company plans to abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors [1] - The proposed amendments will be submitted for approval at the shareholders' meeting, and the management will be authorized to handle the necessary registration changes [1]