公司章程修订
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天普股份: 天普股份关于公司取消监事会、修订《公司章程》和部分治理制度的公告
Zheng Quan Zhi Xing· 2025-08-29 16:39
Core Viewpoint - Ningbo Tianpu Rubber Technology Co., Ltd. plans to cancel its supervisory board and amend its articles of association and governance systems, with the supervisory board's functions being transferred to the audit committee of the board of directors [1][2]. Summary by Sections Cancellation of Supervisory Board - The company intends to cancel the supervisory board based on relevant laws and regulations, with the audit committee of the board of directors assuming its responsibilities. The current supervisory board will continue to perform its duties until the shareholders' meeting approves the cancellation [1]. Amendment of Articles of Association - The company will revise its articles of association to reflect the cancellation of the supervisory board and will not appoint employee representative directors. Specific amendments include changes to the registration details and the roles of the legal representative [2][3]. Legal and Regulatory Compliance - The amendments are in accordance with the latest Company Law of the People's Republic of China and relevant regulations from the Shanghai Stock Exchange, ensuring compliance with legal standards [2][3]. Company Structure and Governance - The revised articles will establish the company as a legal entity with defined rights and obligations among shareholders, directors, and senior management, ensuring a clear governance framework [5][6]. Shareholder Rights and Responsibilities - Shareholders will retain the right to sue the company and its directors, and the articles will outline the responsibilities of shareholders, including compliance with laws and regulations [5][6][17][18].
众鑫股份: 关于第二届董事会第五次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:29
浙江众鑫环保科技集团股份有限公司 第二届董事会第五次会议决议公告 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。 证券代码:603091 证券简称:众鑫股份 公告编号:2025-045 一、董事会召开情况 浙江众鑫环保科技集团股份有限公司(以下简称"公司")第二届董事会 第五次会议董事会于 2025 年 08 月 21 日以书面及电子邮件与电话的形式发出会 议通知,于 2025 年 08 月 27 日在公司会议室以现场表决方式召开会议。会议应 出席董事 9 名,实际出席 9 名,会议由董事长滕步彬主持;公司监事宋清福、 胡旭翠、姬中山及高级管理人员财务总监朱建列席本次会议。 会议召开符合《公司法》等法律法规及《公司章程》的规定。全体与会董 事经认真审议和表决,形成以下决议: 二、董事会审议情况 经董事会审议,最终以记名表决方式通过了如下决议: (一)审议通过了《关于公司<2025 年半年度报告及摘要>的议案》 具体内容详见公司同日于上海证券交易所网站(www.sse.com.cn)及公司指 定信息披露媒体刊登的《众鑫股份 20 ...
银龙股份: 天津银龙预应力材料股份有限公司2025年第一次临时股东大会会议材料
Zheng Quan Zhi Xing· 2025-08-29 16:29
Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 on September 5, 2025, at 15:00, with both on-site and online voting options available [1][4][5] - The agenda includes a proposal to change the company's registered capital and to cancel the supervisory board, transferring its responsibilities to the audit committee of the board of directors [5][6][7] Summary by Sections Meeting Procedures - Shareholders must register according to the notice published on August 20, 2025, in designated newspapers and the Shanghai Stock Exchange website [1] - The meeting will be conducted with a combination of on-site and online voting, and shareholders must arrive on time to confirm their attendance [2][4] - Shareholders have the right to speak, inquire, and vote during the meeting, but must maintain order and respect the rights of others [2][6] Agenda Items - **Proposal 1**: Change of Registered Capital - The company plans to issue 6.53 million restricted shares, increasing the total share capital from 854,764,000 shares to 857,344,000 shares [5] - The proposal requires shareholder approval and subsequent registration with the relevant authorities [5] - **Proposal 2**: Cancellation of the Supervisory Board - The company intends to abolish the supervisory board, with its functions being assumed by the audit committee of the board of directors [6][7] - Current supervisors will be relieved of their duties upon approval of this proposal [7] Legal and Compliance - A lawyer will be present to witness the meeting and provide legal opinions [4][8] - The company emphasizes the importance of maintaining order and protecting the rights of shareholders during the meeting [2][4]
比依股份: 浙江比依电器股份有限公司2025年第四次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-08-29 16:29
Core Points - The company, Zhejiang Biyi Electric Co., Ltd., is holding its fourth extraordinary general meeting of shareholders in 2025 to ensure the rights of all shareholders and maintain order during the meeting [2][3] - The meeting will take place on September 10, 2025, at 1:30 PM in Ningbo, Zhejiang Province, and will utilize both on-site and online voting methods [5][6] - The agenda includes the revision of the company's articles of association and the authorization of management to handle business registration changes [6][7] Meeting Procedures - Attendees must arrive 30 minutes early for registration and identification verification [2][3] - Shareholders have the right to speak, inquire, and vote during the meeting, with a time limit of 5 minutes for each speaker [3][4] - Voting will be conducted through a combination of on-site and online methods, with results announced after the meeting [4][5] Articles of Association Revision - The proposed revision includes changes to the registered capital from 187,947,951 RMB to 187,939,551 RMB due to the repurchase and cancellation of 8,400 restricted stocks from two departed employees [7] - The revision aims to comply with new regulations and improve the company's governance structure [6][7] Voting Rights and Procedures - Shareholders must express their voting intentions as "agree," "disagree," or "abstain," with any unmarked or illegible ballots counted as abstentions [4][5] - The meeting will be witnessed by a lawyer from a law firm to ensure legal compliance [4][5] Shareholder Rights - Shareholders and their representatives are entitled to equal treatment and must not disrupt the meeting's order [3][4] - The company will not provide gifts or cover travel and accommodation expenses for attendees [4][5]
三未信安: 2025年第五次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-08-29 16:29
Group 1 - The company has established guidelines for the upcoming shareholders' meeting to ensure the orderly conduct and efficiency of the meeting [1][2][3] - Shareholders and their representatives have the right to speak, inquire, and vote during the meeting, and must register in advance to speak [2][3] - The meeting will include the election of counting and monitoring personnel, discussion of various proposals, and the announcement of voting results [5][6] Group 2 - Proposal 1 involves the cancellation of the supervisory board and adjustment of the board of directors' size, with the audit committee taking over the supervisory functions [6][7] - Proposal 2 focuses on revising and formulating certain governance systems to enhance the company's internal governance mechanisms [7][8] - Proposal 3 seeks to reappoint the auditing firm, Lixin Certified Public Accountants, for the 2025 fiscal year, emphasizing their independence and past performance [8][9]
广晟有色金属股份有限公司公布2025年8月修订版公司章程
Xin Lang Cai Jing· 2025-08-29 14:31
Core Viewpoint - Guangsheng Nonferrous Metals Co., Ltd. has recently released a revised company charter for August 2025, detailing regulations on organizational structure, management, share issuance and transfer, and financial accounting [1] Group 1: Share Issuance and Changes - All shares of the company are ordinary shares, and issuance follows principles of openness, fairness, and justice. The company can increase capital through various methods such as issuing shares to unspecified or specific objects, distributing bonus shares, and capital reserve transfers, subject to shareholder approval [2] - The company generally cannot repurchase its own shares, except in six specific circumstances, including capital reduction and mergers with other companies holding its shares [2] - Different restrictions apply to share transfers for various stakeholders, with specific limitations on the transfer of shares by founders, controlling shareholders, directors, and senior management [2] Group 2: Shareholder Rights and Responsibilities - Shareholders enjoy rights such as dividend distribution, participation in shareholder meetings, and supervision of company operations, while also being required to comply with laws and the company charter [3] - The shareholder meeting is the company's authority body, consisting of annual and temporary meetings, with specific powers including electing directors and approving major financial decisions [3] Group 3: Board of Directors and Management Responsibilities - The board of directors consists of nine members, including three independent directors, responsible for convening shareholder meetings and executing resolutions [4] - Senior management includes the president, vice presidents, board secretary, and financial director, who are appointed or dismissed by the board of directors [4] Group 4: Party Committee's Role - The company’s party committee is established with approval from higher-level party organizations, playing a leadership role in guiding major operational decisions and ensuring political construction within the enterprise [5] Group 5: Financial Accounting and Profit Distribution - The company establishes financial accounting systems in accordance with laws and regulations, ensuring timely reporting of annual and interim reports [6] - Profit distribution prioritizes reasonable returns to investors, with methods including cash dividends and stock dividends, subject to shareholder approval [6] - The revised charter also details regulations on mergers, divisions, capital increases, reductions, dissolution, and liquidation, ensuring structured operations and management [6]
基蛋生物: 基蛋生物:第四届监事会第七次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 14:21
证券代码:603387 证券简称:基蛋生物 公告编号:2025-030 基蛋生物科技股份有限公司 第四届监事会第七次会议决议公告 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、准确性和完整性依法承担法律责任。 一、监事会会议召开情况 基蛋生物科技股份有限公司(以下简称"公司")第四届监事会第七次会议的通知 已于2025年8月18日以电子邮件的方式发出,通知了全体监事和其他列席人员。公司本 次监事会会议于2025年8月29日以现场及通讯表决方式召开。会议应出席监事3人,实际 出席监事3人。会议由监事会主席李靖召集和主持,公司董事会秘书和财务负责人列席 了本次监事会会议。本次会议的召开符合《中华人民共和国公司法》和《基蛋生物科技 股份有限公司章程》及有关法律法规的规定,会议决议合法有效。 二、监事会会议审议情况 (一)审议并通过《关于公司〈2025年半年度报告〉及其摘要的议案》 公司根据2025年半年度的实际经营情况和财务状况,依照有关规定编制《2025年半 年度报告》及其摘要。 具体内容详见公司同日在上海证券交易所网站(www.sse.com.cn)及《上 ...
八方股份: 第三届董事会第十次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 13:12
Group 1 - The board of directors of Bafang Electric (Suzhou) Co., Ltd. held a meeting to review and approve the 2025 semi-annual report, with all six attending directors voting in favor [1][3]. - The company adjusted the expected daily operational related transaction limit for 2025 from RMB 4 million to RMB 4.1 million, based on actual business needs [1][2]. - The total expected related transactions for the company and its wholly-owned subsidiary for 2025 is RMB 4.1 million, which accounts for approximately 0.15% of the audited net assets attributable to shareholders of the listed company for 2024 [3]. Group 2 - The board approved the cancellation of the supervisory board and the addition of new business scopes, which will be submitted for shareholder meeting approval [4]. - The board also approved revisions to certain governance systems to comply with relevant laws and regulations, with some revisions requiring shareholder meeting approval [4][5]. - A semi-annual evaluation report on the "Quality Improvement and Efficiency Enhancement Return" action plan was also approved, with details available in the 2025 semi-annual report [4].
ST信通: 亿阳信通关于取消监事会并修订《公司章程》及相关议事规则和部分规章制度的公告
Zheng Quan Zhi Xing· 2025-08-29 12:17
Summary of Key Points Core Viewpoint The announcement details the cancellation of the supervisory board and the revision of the company's articles of association and related rules to optimize corporate governance and enhance operational standards. Revision Overview - The company will no longer have a supervisory board, with the audit committee of the board taking over its responsibilities [1] - Amendments to the articles of association include unifying the term "shareholders' meeting" to "shareholders' assembly" and removing sections related to the supervisory board [1] - New provisions include the establishment of employee directors and adjustments to the powers of the shareholders' assembly and board of directors [1] - The threshold for shareholders to propose temporary motions has been reduced from 3% to 1% [1] - Clarifications on the use of capital reserves to cover company losses have been added [1] Specific Amendments to Articles of Association - The articles now emphasize the protection of the interests of the company, shareholders, employees, and creditors [2] - The legal representative of the company is now solely the chairman, with provisions for timely appointment of a new representative upon resignation [2] - The total number of shares issued by the company is confirmed to be 631,052,069 shares, all of which are ordinary shares [9] - The company’s shares can be transferred according to legal regulations, and the company does not accept its own shares as collateral [10] - New rules regarding the responsibilities and rights of shareholders, including the right to request meetings and access to company documents, have been established [13][14] Governance and Compliance - The company’s governance structure has been revised to ensure compliance with the latest laws and regulations, including the responsibilities of major shareholders and actual controllers [17][18] - The articles now include provisions for the company to provide financial assistance for acquiring shares under specific conditions, with a cap of 10% of the total issued capital [10] - The rights of shareholders to challenge decisions made by the board or shareholders' assembly have been reinforced [19][20]
华阳股份: 山西华阳集团新能股份有限公司关于修订《公司章程》及《股东会议事规则》《董事会议事规则》并取消监事会的公告
Zheng Quan Zhi Xing· 2025-08-29 11:44
Core Viewpoint - Shanxi Huayang Group New Energy Co., Ltd. has revised its articles of association and related rules, including the cancellation of the supervisory board, transferring its responsibilities to the audit committee of the board of directors [2][3]. Summary by Sections - **Company Structure Changes** - The company has decided to cancel the supervisory board and transfer its powers to the audit committee of the board of directors [2]. - The articles of association have been amended to reflect these changes, including the definition of the legal representative and the responsibilities of the board [2][3]. - **Amendments to Articles of Association** - The first article emphasizes the establishment of a modern enterprise system to maintain the company's organization and behavior [2]. - The third article confirms the company's establishment under the approval of the Shanxi Provincial Government and its registration details [2]. - The ninth article specifies that the general manager will serve as the legal representative of the company [2]. - The twelfth article defines senior management personnel, including the general manager and other key positions [2]. - The sixteenth article outlines the principles for issuing shares, ensuring equal rights for all shareholders [2][3]. - **Shareholder Rights and Responsibilities** - Shareholders have the right to receive dividends and participate in decision-making processes [5]. - The company must ensure that shareholders can exercise their rights without undue restrictions [5][6]. - The articles specify the obligations of shareholders, including compliance with laws and regulations [10][11]. - **Decision-Making Processes** - The company’s shareholders' meeting is the authority for major decisions, including changes to the articles of association and financial matters [13][14]. - Specific provisions are included for the approval of external guarantees and significant transactions [14][15]. - **Meeting Procedures** - The company must notify shareholders of meetings in advance, detailing the agenda and voting rights [19][20]. - Provisions are made for proxy voting and the requirements for valid proxies [20][21].