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上海三毛: 上海三毛企业(集团)股份有限公司2025年第一次临时股东大会文件
Zheng Quan Zhi Xing· 2025-07-22 08:08
Core Points - The company Shanghai Sanmao Enterprise (Group) Co., Ltd. is holding its first extraordinary general meeting of shareholders in 2025 on August 1, 2025, at 14:00, with both on-site and online voting options available [1][2][3] - The agenda includes the review of several proposals, including the revision of the company's articles of association and the cancellation of the supervisory board [1][8] - The company aims to enhance governance and protect investors' rights through these revisions, aligning with new regulations effective from July 1, 2024 [8][19] Meeting Details - The meeting will take place at the Shanghai Zhonggang Hui Platinum Hotel, with attendance from directors, supervisors, senior management, and registered shareholders [1][3] - Voting will be conducted through a combination of on-site and online methods, ensuring all shareholders can participate [4][7] Proposals - One of the key proposals is to amend the company's articles of association to eliminate the supervisory board, transferring its responsibilities to the audit committee of the board of directors [8][19] - The independent director's remuneration is proposed to be set at 100,000 RMB per year, payable monthly, with the company covering related personal income tax [10] - The company plans to renew its accounting firm, Zhongxinghua Accounting Firm, for the 2025 fiscal year, with a proposed audit fee of 980,000 RMB, reflecting a decrease of approximately 9.26% from the previous year [15][12] Governance Revisions - The revisions to the articles of association are intended to standardize operations and improve governance levels, in compliance with the new Company Law and related regulations [19][8] - The company will no longer have a supervisory board, and the relevant rules governing the supervisory board will be abolished [19][8] Board Elections - The company is conducting elections for its twelfth board of directors, with nominations for both non-independent and independent directors already approved by the previous board [16][17] - The new board will consist of seven members, including three non-independent directors, three independent directors, and one employee representative [16]
科捷智能: 2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-21 16:27
Core Viewpoint - The company is preparing for its upcoming shareholder meeting, focusing on governance changes, including the abolition of the supervisory board and the establishment of a three-year dividend return plan for shareholders from 2025 to 2027 [7][16]. Meeting Procedures - The meeting will verify the identity of attendees and require them to sign in 30 minutes before the start [1]. - Attendees must present necessary documentation, including identification and proof of shareholding [2]. - The meeting will announce the number of shareholders present and their voting rights before allowing any votes [2][9]. - Shareholders have the right to speak, inquire, and vote, but must adhere to the meeting's agenda and time limits [3][4]. Governance Changes - The company proposes to abolish the supervisory board, transferring its powers to the audit committee of the board of directors [7][10]. - The company will revise its articles of association and related rules, with the new articles being presented in full rather than as amendments [8][10]. - The company will also change the name of its shareholder meeting rules to reflect the new governance structure [8]. Voting and Resolutions - The meeting will utilize both on-site and online voting methods, with specific timeframes for each [9]. - Shareholders will vote on various proposals, including the abolition of the supervisory board and the appointment of new directors [11][14]. - The company will appoint KPMG as the auditor for the 2025 financial year, with a total audit fee of 1.35 million yuan [15]. Dividend Policy - The company aims to establish a transparent and sustainable dividend policy for the next three years, enhancing shareholder returns and promoting long-term investment [16].
影石创新: 2025年第一次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-07-21 09:21
Core Viewpoint - The company is holding its first extraordinary general meeting of shareholders in 2025 to discuss significant changes including capital restructuring, company type alteration, cancellation of the supervisory board, and amendments to the Articles of Association [1][5][6]. Meeting Procedures - The meeting will ensure the presence of only relevant participants, including shareholders, their proxies, and invited personnel, to maintain order and efficiency [2][3]. - Attendees must arrive 30 minutes early for registration and must present identification for verification [2]. - The meeting will follow a predetermined agenda for discussion and voting on proposals [2][4]. Proposals - **Proposal 1**: Change of registered capital and company type, cancellation of the supervisory board, and amendments to the Articles of Association. The registered capital will increase from 3.6 billion to 4.01 billion RMB, following the approval of a public offering of 41 million shares [5][6]. - **Proposal 2**: Amendments to certain corporate governance systems, including the revision of the rules for shareholder meetings and the abolition of the supervisory board's rules [7][8]. - **Proposal 3**: Approval of a guarantee limit for subsidiaries, with a total guarantee amount not exceeding 1.3 billion RMB for various subsidiaries to support their operational needs [10][11]. Financial Overview - The company has completed its public offering and is now listed on the Shanghai Stock Exchange, with a total share count of 401 million [6]. - The financial health of the subsidiaries is assessed, with specific attention to their debt levels and operational performance, ensuring that they do not pose significant risks to the company's overall financial stability [14][15].
中欣氟材: 第六届董事会第二十二次会议决议公告
Zheng Quan Zhi Xing· 2025-07-18 13:15
Core Viewpoint - Zhejiang Zhongxin Fluorine Materials Co., Ltd. is preparing for the election of the seventh board of directors, with proposals for both non-independent and independent director candidates being approved in the recent board meeting [1][2][3]. Board Meeting Details - The sixth board meeting was held on July 18, 2025, with all 11 directors present, including one participating via remote voting [1]. - The meeting was convened by Chairman Xu Jianguo and complied with relevant laws and company regulations [1]. Election of Directors - The board approved the nomination of Xu Jianguo, Chen Yinhao, Wang Chao, Liang Liufang, Yuan Shaolan, and Xu Yinzi as candidates for non-independent directors for a term of three years [1][2]. - The board also approved the nomination of Ni Xuanming, Yang Zhongzhi, Yuan Kang, and Su Weike as candidates for independent directors, ensuring that independent directors will constitute at least one-third of the board [2][3]. Voting Results - All proposed candidates received unanimous support with 11 votes in favor, and no votes against or abstentions [2][4]. Amendments and Governance - The board approved amendments to the company’s articles of association and governance structures to enhance operational standards and governance [5][6]. - The proposed changes will be submitted for approval at the upcoming temporary shareholders' meeting [5][6]. Organizational Changes - The board approved a proposal to adjust the company’s organizational structure, which will also be presented at the shareholders' meeting [7][8]. Upcoming Shareholders' Meeting - A proposal to convene the 2025 first temporary shareholders' meeting was approved, with details to be disclosed in the company's announcements [7][8].
德林海: 德林海关于取消监事会、修订《公司章程》并办理工商变更登记以及制订、修订公司部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-18 11:27
Group 1 - The company has decided to abolish the supervisory board and amend its articles of association, which will be submitted for approval at the shareholders' meeting [1][2] - The supervisory board's responsibilities will be transferred to the audit committee of the board of directors [1][2] - The amendments to the articles of association aim to comply with the latest laws and regulations [1][2] Group 2 - The articles of association will be revised to ensure the protection of the rights of shareholders, employees, and creditors [2][4] - The company will no longer have a supervisory board, and relevant rules will be abolished accordingly [1][2] - The legal representative of the company will be the chairman, and the company will determine a new legal representative within 30 days if the chairman resigns [2][4] Group 3 - The company’s total assets will be divided into equal shares, and shareholders will be liable for the company's debts only to the extent of their subscribed shares [2][4] - The issuance of shares will adhere to principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same category [2][4] - The company will not provide financial assistance for acquiring its shares, except for employee stock ownership plans [2][4]
盈趣科技: 第五届监事会第十六次会议决议公告
Zheng Quan Zhi Xing· 2025-07-16 16:23
Core Viewpoint - Xiamen Yingqu Technology Co., Ltd. is revising its Articles of Association and related governance systems to align with the latest legal regulations and improve corporate governance [2][3]. Group 1: Meeting Details - The 16th meeting of the 5th Supervisory Board was held on July 15, 2025, with all three supervisors present [1]. - The meeting was chaired by Mr. Zhong Yanggui and complied with relevant laws and the company's Articles of Association [1]. Group 2: Amendments to Articles of Association - The Supervisory Board approved the proposal to amend the Articles of Association with a unanimous vote of 3 in favor [2]. - The proposal will be submitted for approval at the second extraordinary general meeting of shareholders in 2025, requiring a two-thirds majority of the voting shares [2]. Group 3: Governance System Revisions - The meeting approved the revision and establishment of several governance systems to ensure compliance with the latest legal requirements and enhance operational mechanisms [2][3]. - Specific governance systems revised include the management of senior management compensation, external guarantees, and investment management [3]. Group 4: Stock Option Plan Adjustment - The Supervisory Board approved the adjustment of the stock option exercise price from 13.70 yuan to 13.40 yuan per share for the 2025 stock option incentive plan [3][4]. - This adjustment is based on the implementation of the company's stock option incentive plan and will not significantly impact the company's financial status or operating results [4].
赛微微电: 2025年第三次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-16 16:23
Core Viewpoint - The company is holding its third extraordinary general meeting of shareholders in 2025 to discuss significant changes including the cancellation of the supervisory board, changes to registered capital, and amendments to the company's articles of association [1][7]. Meeting Procedures - The meeting will ensure the verification of attendees' identities and requires shareholders to arrive 30 minutes prior for registration [2][5]. - The agenda includes the reading of meeting guidelines, election of vote counters, discussion of proposals, and announcement of voting results [5][6]. - Shareholders have the right to speak, inquire, and vote, but must adhere to time limits and order during discussions [2][3]. Proposals - The main proposal involves the cancellation of the supervisory board, with its responsibilities being transferred to the audit committee of the board of directors [7]. - The company has completed the first grant of the 2020 stock option incentive plan, resulting in an increase in total shares from 84,947,740 to 86,139,015 and registered capital from 84,947,740 yuan to a new amount [7][8]. Voting and Legal Oversight - Voting will be conducted both on-site and online, with specific time frames for participation [4][6]. - A legal representative will be present to witness the meeting and provide a legal opinion [4].
上海三毛: 上海三毛企业(集团)股份有限公司关于修订《公司章程》、取消监事会及修订部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-07-16 09:25
Core Viewpoint - Shanghai Sanmao Enterprise (Group) Co., Ltd. has revised its Articles of Association, eliminating the supervisory board and updating certain corporate governance systems to enhance operational standards and protect investor rights [1]. Summary by Sections Revision of Articles of Association and Cancellation of Supervisory Board - The company held its 11th Board of Directors' fifth temporary meeting on July 16, 2025, where it approved the proposal to revise the Articles of Association and cancel the supervisory board [1]. - The revision aims to comply with the new Company Law effective from July 1, 2024, and other relevant regulations, enhancing corporate governance and protecting investor rights [1]. Specific Changes to Articles of Association - The term "shareholders' meeting" has been uniformly changed to "shareholders' assembly" throughout the Articles [2]. - The supervisory board's responsibilities will be transferred to the Board of Directors' Audit Committee following the cancellation of the supervisory board [1][2]. - The Articles of Association will now reflect that the legal representative of the company is the chairman, and the company will bear civil liability for actions taken by the legal representative [4][5]. Company Structure and Share Capital - The company's share capital structure includes 200,991,343 shares, with 75.73% being domestic RMB ordinary shares and 24.27% being foreign shares [12]. - The company will not provide financial assistance for acquiring its shares, except for employee stock ownership plans [12][13]. Shareholder Rights and Responsibilities - Shareholders have the right to request, convene, and participate in the shareholders' assembly, supervise the company's operations, and access company documents [17][18]. - Shareholders are obligated to comply with laws and the Articles of Association, and misuse of shareholder rights that harms the company or other shareholders will result in liability [23][24]. Governance and Decision-Making - The shareholders' assembly is the company's decision-making body, responsible for approving major corporate actions such as profit distribution, capital changes, and significant asset transactions [26][27]. - The company must ensure that any external guarantees provided do not exceed specified limits relative to its audited net assets [47][48].
丰华股份: 重庆丰华(集团)股份有限公司关于取消监事会及修订《公司章程》和相关公司治理制度的公告
Zheng Quan Zhi Xing· 2025-07-15 16:31
Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the audit committee, in accordance with relevant laws and regulations [1][2][3] - The current supervisors will be relieved of their duties upon the approval of the shareholders' meeting to cancel the supervisory board [2] - The company plans to amend its articles of association to reflect the cancellation of the supervisory board and other changes, including a name change to "Chongqing Xinyuan Intelligent Manufacturing Technology Co., Ltd." and an increase in total share capital to 225,624,610 shares [2][3][4] Group 2 - The company has completed its 2024 annual profit distribution plan, which involved a stock increase of 2 shares for every 10 shares held [2] - The revised articles of association will include updates on the company's business scope, which now encompasses agricultural machinery manufacturing, generator manufacturing, and other related activities [3][4] - The company has undertaken a comprehensive review and revision of its governance systems to enhance operational standards and governance structure [3][4][5]
中国海防: 中国海防关于取消监事会并修订《公司章程》及部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-15 09:33
证券代码:600764 股票简称:中国海防 编号:临 2025-029 中国船舶重工集团海洋防务与信息对抗股份有限公司 关于取消监事会并修订《公司章程》及部分治理制度的公告 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、准确性和完整性承担法 律责任。 中国船舶重工集团海洋防务与信息对抗股份有限公司(以下简称"公 司"或"中国海防")于 2025 年 7 月 15 日召开第九届董事会第三十七 次会议,审议通过《关于取消监事会及修订 <公司章程> 的议案》和《关 于修订公司部分治理制度的议案》,具体情况如下: 一、取消监事会及修订《公司章程》的情况 根据《中华人民共和国公司法(2023 年修订)》 《上市公司章程指引 (2025 年修订)》等相关法律、法规、规范性文件的规定,结合公司实 际情况,公司将不再设置监事会和监事,由董事会审计委员会履行《中 华人民共和国公司法》规定的监事会职权,不会影响公司内部监督机制 的正常运行。监事会取消后,公司《监事会议事规则》等监事会相关制 度将予以废止。 《公司章程》修订情况 具体修订情况如下: 序 现条款 原条款 号 第 ...