公司制度修订

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新钢股份: 新钢股份第十届董事会第十一次会议决议公告
Zheng Quan Zhi Xing· 2025-08-22 16:36
Meeting Overview - The 11th meeting of the 10th Board of Directors of Xinyu Steel Co., Ltd. was held, with all 8 directors present, and the meeting complied with legal and regulatory requirements [1] Financial Reports - The Board approved the full and summary report for the first half of 2025, with a unanimous vote of 8 in favor [2] Governance Changes - The proposal to abolish the Supervisory Board and its rules was approved, with the Audit and Risk Committee of the Board taking over its responsibilities, pending shareholder approval [2] - The Board agreed to change the registered capital and amend the Articles of Association, also pending shareholder approval [2] - The Board approved amendments to four governance documents, including the Rules of Procedure for Shareholders' Meetings, which will be submitted for shareholder approval [3] Policy Revisions - The Board approved revisions to 11 management systems, including the Information Disclosure Management System, in accordance with the new Company Law effective July 1, 2024, pending shareholder approval [3] Investment Strategy - The Board proposed to utilize idle funds for financial investments, with a limit of up to 3 billion yuan, allowing for rolling use within this limit, and the investment period for individual products not exceeding one year, pending shareholder approval [3] Asset Management - The Board approved a proposal to recognize asset impairment losses totaling 17.2689 million yuan, which will reduce the net profit for the first half of 2025 by the same amount [5] Risk Assessment - The Board reviewed a risk assessment report for Baowu Financial Company, with non-related directors voting in favor [5] Upcoming Meetings - The Board scheduled the third extraordinary general meeting of shareholders for September 8, 2025, with details to be disclosed [5]
中国卫星: 中国东方红卫星股份有限公司关于修订《公司章程》《股东大会议事规则》《董事会议事规则》并取消监事会的公告
Zheng Quan Zhi Xing· 2025-08-22 10:13
证券代码:600118 股票简称:中国卫星 编号:临 2025-020 中国东方红卫星股份有限公司 关于修订《公司章程》 《股东大会议事规则》 《公司法》)、中国证监会《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》《上市公司股东会规则》、上海证券交易 所《股票上市规则》等相关法律法规的最新规定,结合公司自身实际情况,对中 国卫星《公司章程》及《股东大会议事规则》《董事会议事规则》进行修订并取 消监事会,监事会的职权由董事会审计委员会行使,《监事会议事规则》相应废 止。在公司股东大会审议通过取消监事会事项前,公司第九届监事会仍将严格按 照《公司法》《上市公司治理准则》等法律法规和规章制度的要求履职。 二、修订具体内容 (一)《公司章程》修订主要内容 委的构成、主要职责、前置研究讨论的事项等方面内容。 《董事会 议事规则》并取消监事会的公告 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。 中国东方红卫星股份有限公司(简称:中国卫星或公司)于 2025 年 8 月 21 日召开第九届董事会第二十九次会议 ...
联建光电: 关于修订《公司章程》及制定、修订、废止公司部分管理制度的公告
Zheng Quan Zhi Xing· 2025-08-21 15:12
证券代码:300269 证券简称:联建光电 公告编号:2025-033 深圳市联建光电股份有限公司 事项;将《公司章程》中有关"股东大会"的表述统一修订为"股东会",删除 《公司章程》中"监事"、"监事会"的描述 关于修订《公司章程》及制定、修订、废止公司部分管理制 度的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整,没有虚 假记载、误导性陈述或重大遗漏。 深圳市联建光电股份有限公司(以下简称"公司")于2025年8月20日召开了 第七届董事会第十二次会议,审议通过了《关于修订 <公司章程> 的议案》、关于 修订 <深圳市联建光电股份有限公司股东会议事规则> 等内部管理制度的议案》 及《关于修订及制定 <深圳市联建光电股份有限公司总经理工作细则> 等内部管 理制度的议案》;同日召开了第七届监事会第十一次会议,审议通过了《关于废 止 <深圳市联建光电股份有限公司监事会议事规则> 的议案》,现将具体情况公告 如下: 一、关于废止《深圳市联建光电股份有限公司监事会议事规则》的相关情 况 根据《中华人民共和国公司法》(以下简称"《公司法》")《上市公司章程指 引》等法律、法规及规范性文件的规定,结合公 ...
福耀玻璃工业集团股份有限公司
Shang Hai Zheng Quan Bao· 2025-08-19 19:29
Group 1 - The company has proposed amendments to several internal regulations, including the Independent Director System and the External Guarantee Management System, which will be submitted for approval at the 2025 first extraordinary shareholders' meeting [3][4][19] - The term "shareholders' meeting" has been changed to "shareholders' assembly" in various regulations, reflecting compliance with updated legal requirements [1][2][3] - The company plans to hold a half-year performance briefing on August 29, 2025, to discuss its financial results and address investor inquiries [5][6][8] Group 2 - The company has announced a mid-term profit distribution plan, proposing a cash dividend of RMB 0.90 per share, totaling approximately RMB 2.35 billion, which represents 48.88% of the net profit attributable to ordinary shareholders for the first half of 2025 [12][14][17] - The profit distribution plan is subject to approval at the upcoming extraordinary shareholders' meeting [16][18] - The company reported a net profit of approximately RMB 4.80 billion for the first half of 2025, according to both Chinese and international accounting standards [13][14] Group 3 - The company has experienced a change in its independent director, with Liu Jing resigning after nearly six years of service, necessitating the nomination of a new independent director [19][20][21] - Liu Xiaozhi has been proposed as the candidate to replace Liu Jing, pending approval from the shareholders' meeting [21][22] - The company will announce the details of the extraordinary shareholders' meeting in due course [23]
武汉凡谷: 半年报董事会决议公告
Zheng Quan Zhi Xing· 2025-08-17 08:06
Meeting Overview - The 11th meeting of the 8th Board of Directors of Wuhan Fangu Electronics Technology Co., Ltd. was held on August 15, 2025, with all 8 directors present [1][2] - The meeting was chaired by Chairman Jia Xiongjie and complied with the relevant laws and regulations [1] Resolutions Passed - The board approved the proposal for the 2025 semi-annual asset impairment provision, which was reviewed by the audit committee [2] - The company plans to amend its articles of association to eliminate the supervisory board and transfer its powers to the audit committee [2][3] - The revised articles of association will take effect after approval at the 2025 first extraordinary general meeting [2][3] Governance Changes - The supervisory board will cease to function, and the rules governing the supervisory board will be abolished following the approval of the revised articles [3] - The company will rename and revise the "Shareholders' Meeting Rules" and "Board Meeting Rules" [4][5] - The independent director work system will also be revised [5][6] Financial Matters - The board approved a total credit line of RMB 490 million from various banks for working capital and other financial needs [7] - The detailed breakdown of the credit line includes amounts from several banks, with the largest being RMB 160 million from Minsheng Bank [7] Board Composition - Wang Bo has been nominated as a candidate for the board of directors to fill a vacancy left by a resigning director [7][8] - Wang Bo has extensive experience in software development and technology management, having joined the company in 2001 [8][9]
乔治白: 关于修订《公司章程》及系列制度的公告
Zheng Quan Zhi Xing· 2025-08-15 16:24
Core Viewpoint - Zhejiang George White Garment Co., Ltd. is revising its corporate governance documents in compliance with new regulations and to align with its operational needs [1][2]. Group 1: Corporate Governance Revisions - The company held its 22nd meeting of the 7th Board of Directors on August 15, 2025, where it approved amendments to various governance documents including the Articles of Association and several procedural rules [1]. - The revisions are in accordance with the new Company Law effective from July 1, 2024, and related regulatory guidelines [1][2]. - The amended documents include the Articles of Association, rules for online voting at shareholder meetings, external guarantee management, cumulative voting procedures, fundraising management, and rules for board and audit committee meetings [1][2]. Group 2: Next Steps - The proposed amendments will be submitted for approval at the company's first extraordinary general meeting of 2025, where shareholders will also authorize the board to handle necessary filings and changes related to the amendments [2]. - The final approval of the revised Articles of Association is subject to the confirmation by the market supervision administration [2].
嘉化能源: 嘉化能源:2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The meeting is convened by the company's board of directors to ensure the protection of shareholders' rights and maintain order and efficiency during the meeting [1][2] - The meeting will be held on August 22, 2025, at 1:00 PM, combining both on-site and online voting methods [3] - The agenda includes discussions on profit distribution, amendments to the company's articles of association, and additional authorizations for futures trading [6][10] Meeting Details - The meeting will require shareholders to present identification and shareholder account cards for verification [1] - Shareholders have the right to speak, inquire, and vote during the meeting, with specific time limits for speeches [2] - Voting will be conducted through a named voting method, where each share has one vote [2] Financial Proposals - The proposed profit distribution plan suggests a cash dividend of 2 yuan per 10 shares, totaling approximately 265 million yuan based on the adjusted share count [6][7] - The company plans to revise its articles of association to eliminate the supervisory board, transferring its responsibilities to the audit committee of the board [8] - An additional authorization for futures trading is proposed, increasing the total authorized amount to 50 million yuan to manage price volatility [10][11]
铁流股份: 铁流股份2025年第一次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-08-15 16:14
Group 1 - The company will cancel the supervisory board and amend the Articles of Association due to the performance assessment of the 2024 restricted stock incentive plan, resulting in the cancellation of 385,920 shares [2] - The company's total share capital will decrease from 235,102,531 shares to 234,716,611 shares, and the registered capital will be adjusted accordingly [2] - The supervisory board's powers will be transferred to the audit committee of the board of directors, and relevant supervisory board regulations will be abolished [2][4] Group 2 - The company will establish and revise several internal systems, including the remuneration management system for directors and senior management, rules for board meetings, and management systems for related party transactions [4] - These internal system changes are in accordance with the Company Law of the People's Republic of China and the revised guidelines for listed companies [4] - The board of directors has approved these proposals, and they are now subject to shareholder review [4]
亿帆医药: 半年报董事会决议公告
Zheng Quan Zhi Xing· 2025-08-14 09:10
Core Points - The company held its 18th meeting of the 8th Board of Directors, where all 8 directors participated and approved several key resolutions [1][2][3] Meeting Details - The meeting was convened in accordance with the Company Law and the Articles of Association, ensuring compliance with relevant regulations [1] - All resolutions were passed with unanimous support, with 8 votes in favor and no votes against or abstentions [2][3] Financial Reports - The Board approved the 2025 Half-Year Report and its summary, which will be disclosed on the company's official information platform [1] Board Elections - The Board approved the nomination of candidates for the 9th Board of Directors, including non-independent directors and independent directors, with all candidates receiving unanimous support [2][3] Amendments to Company Regulations - Several amendments to the company's internal regulations were approved, including revisions to the Articles of Association, Shareholders' Meeting Rules, and Board Meeting Rules [4][5][6] - The company also approved changes to the Independent Director Work System and the Management of Raised Funds [5][6] Independent Director Compensation - The Board approved an increase in the compensation for independent directors from RMB 100,000 to RMB 150,000 per year, reflecting the company's operational context and market conditions [6][7] Upcoming Shareholder Meeting - The Board resolved to convene the second extraordinary general meeting of shareholders in 2025 to discuss the approved resolutions [8]
达实智能: 关于修订《公司章程》及部分内部制度的公告
Zheng Quan Zhi Xing· 2025-08-14 09:09
深圳达实智能股份有限公司(以下简称"达实智能"或"公司")于 2025 年 8 月 13 日召开了第八届董事会第二十一次会议,审议通过了《关于修订 <公> 司章程>的议案》及《关于修订部分公司内部制度的议案》。现将具体情况公告 如下: 一、 《公司章程》修订情况 根据《中华人民共和国公司法》《上市公司章程指引》《上市公司股东会规 则》《深圳证券交易所股票上市规则》《深圳证券交易所上市公司自律监管指引 第 1 号--主板上市公司规范运作》等相关规定,结合公司实际经营情况,公司拟 调整内部治理结构,取消监事会,由董事会审计委员会行使《公司法》规定的监 事会的职权,将"股东大会"的表述变更为"股东会",并修订《公司章程》, 修订对照表详见附件。 公司修订《公司章程》的事项尚需提交公司股东大会审议。公司董事会同时 提请公司股东大会授权公司管理层办理以上事项相关的工商变更登记备案等相 关手续。上述变更及备案登记最终以市场监督管理机构备案、登记的内容为准。 二、 相关制度修订情况 证券代码:002421 证券简称:达实智能 公告编号:2025-070 深圳达实智能股份有限公司 本公司及董事会全体成员保证信息披露的内容真实 ...