公司治理结构调整

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每周股票复盘:中化国际(600500)拟取消监事会并为参股公司提供5840万美元反担保
Sou Hu Cai Jing· 2025-09-13 20:22
中化国际第十届董事会第十一次会议于2025年9月12日以通讯方式召开,应到董事7名,实到7名。会议 审议通过《关于取消监事会并修订及相关治理文件的议案》,同意取消监事会,由董事会审计与风险委 员会行使监事会职权,并修订《公司章程》及四项治理文件,其中章程及部分议事规则修订需提交股东 大会审议。审议通过《关于公司为参股公司提供反担保的议案》,同意为参股公司Halcyon Agri Corporation Limited融资事项,向控股股东海南橡胶就其担保总额的29.2%(5840万美元本金及对应利 息、罚息、违约金等)提供反担保,该议案需提交股东大会审议。审议通过《关于提请召开公司2025年 第四次临时股东大会的议案》,定于2025年9月29日14时30分在北京中化大厦召开临时股东大会。所有 议案均获全票通过。 中化国际第十届监事会第六次会议于2025年9月12日以通讯表决方式召开,应到监事3名,实到3名。会 议审议通过《关于取消监事会并修订的议案》。公司拟取消监事会,由董事会审计与风险委员会行使 《公司法》规定的监事会职权,并相应修订公司章程,废止《监事会议事规则》。在股东大会审议通过 前,第十届监事会及监事 ...
每周股票复盘:彩虹股份(600707)拟取消监事会并用公积金弥补亏损
Sou Hu Cai Jing· 2025-09-13 19:03
截至2025年9月12日收盘,彩虹股份(600707)报收于6.17元,较上周的6.2元下跌0.48%。本周,彩虹 股份9月8日盘中最高价报6.23元。9月11日盘中最低价报6.08元。彩虹股份当前最新总市值222.12亿元, 在光学光电子板块市值排名10/92,在两市A股市值排名850/5153。 公司公告汇总 彩虹显示器件股份有限公司将于2025年9月17日召开2025年第一次临时股东大会,审议两项议案。一是 关于取消监事会并修改《公司章程》的议案,根据《公司法》(2023年修订)及相关规定,公司拟取消 监事会,由董事会审计委员会行使监事会职权,同时增设一名职工董事,调整股东会及董事会职权,并 优化议事规则。二是关于使用公积金弥补亏损的议案,截至2024年12月31日,公司母公司未分配利润 为-1,994,815,642.43元,拟使用盈余公积230,140,908.12元和资本公积1,764,674,734.31元弥补亏损,合计 1,994,815,642.43元,弥补后未分配利润为0元。上述议案已由第十届董事会第九次会议审议通过,提请 股东大会审议。 以上内容为证券之星据公开信息整理,由AI算法生成( ...
深圳燃气第五届董事会第三十七次会议(临时会议)决议公告
Shang Hai Zheng Quan Bao· 2025-09-10 19:01
证券代码:601139 证券简称:深圳燃气 公告编号:2025-037 债券代码:113067 债券简称:燃23转债 深圳燃气第五届董事会 第三十七次会议(临时会议)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。 深圳市燃气集团股份有限公司(以下简称"公司")第五届董事会第三十七次会议(临时会议)于2025年 9月9日(星期二)以通讯方式召开,会议应到董事14名,实际表决14名,符合《公司法》及《公司章 程》的规定。会议由公司董事长王文杰先生召集和主持,公司部分监事及高级管理人员列席了会议。 会议逐一审议通过以下议案: 一、会议以14票同意,0票反对,0票弃权的结果审议通过了《关于取消监事会并修订〈公司章程〉及其 附件的议案》。 董事会同意修订《公司章程》及其附件《股东会议事规则》《董事会议事规则》,拟不再设置监事会、 监事,由董事会审计委员会行使监事会职权,同时废止公司《监事会议事规则》,公司各项规章制度中 涉及监事会、监事的规定不再适用;公司董事会设置1名职工代表董事。内容详见《深圳燃气关于取消 监事会并修订〈公 ...
每周股票复盘:和顺石油(603353)拟取消监事会
Sou Hu Cai Jing· 2025-09-06 23:17
Core Viewpoint - Heshun Petroleum plans to cancel its supervisory board, transferring its powers to the audit committee of the board of directors, and will revise its articles of association and related governance systems [1][2] Company Announcement Summary - Heshun Petroleum will abolish the supervisory board and the positions of two shareholder representatives, who will continue to hold other positions within the company [1][2] - The company will revise its articles of association and seven governance systems to adjust its corporate governance structure [1][2]
每周股票复盘:永创智能(603901)取消监事会并修订章程
Sou Hu Cai Jing· 2025-09-06 21:31
Core Viewpoint - Yongchong Intelligent's stock price has decreased by 3.21% this week, closing at 10.56 yuan, with a total market capitalization of 5.15 billion yuan as of September 5, 2025 [1] Company Announcements - The third extraordinary general meeting of shareholders was held on September 1, 2025, where 238 participants represented 223,227,729 shares, accounting for 45.7739% of the total voting shares [2] - The meeting approved 13 resolutions, including the cancellation of the supervisory board and amendments to the company's articles of association, with all resolutions passed without any objections [2][3] - The company plans to appoint Zhonghui Certified Public Accountants as the auditing firm for the 2025 fiscal year, with an audit fee of 1.2 million yuan, unchanged from the previous year [3][5] - Zhang Caiqin was elected as a representative director of the fifth board of directors, with her term starting immediately and lasting until the board's term ends [4] Financial Instruments - The company issued convertible bonds named "Yong 02 Convertible Bonds" with a total issuance amount of 610.547 million yuan, with a term from August 4, 2022, to August 3, 2028 [5] - The initial conversion price is set at 14.07 yuan per share, while the current conversion price is 9.69 yuan per share [6]
国联人寿领导层更替与增资重组:新管理团队面临盈利挑战
Guan Cha Zhe Wang· 2025-09-05 07:19
Management Changes and Governance Structure - The company has appointed Qian Fang, a "post-80s" executive, as the new chairman, replacing the retired Ding Wubin [1][2] - This leadership change coincides with the completion of a significant capital increase of 3 billion yuan, which has improved the solvency indicators to a safe range [1] - The new management team is expected to optimize strategic layout and management efficiency in response to market changes and regulatory upgrades [2] Capital Structure and Financial Performance - The company completed a capital increase of 2.5586 billion yuan, raising its registered capital from 2.1 billion yuan to 4.6586 billion yuan, with the number of shareholders expanding to 16 [4] - The capital increase was driven by the need to improve solvency ratios, which had approached regulatory limits [4] - Despite the capital infusion, the company reported a net loss of 236 million yuan in the first half of 2025, with a significant quarterly loss of 311 million yuan in Q2, marking a year-on-year increase in losses of 124.76% [5][6] Business Strategy and Challenges - The company has attributed its performance decline to asset-liability management prior to the capital increase, leading to a shift in investment strategy towards long-term bonds and a reduction in equity investments [6] - Historical performance shows that since its establishment in 2014, the company has only achieved profitability in three out of ten years, indicating significant room for improvement in cost control, product structure optimization, and risk management [6]
广州若羽臣科技股份有限公司关于公司非独立董事辞任暨选举职工代表董事的公告
Shang Hai Zheng Quan Bao· 2025-09-04 18:24
Group 1 - The resignation of non-independent director Luo Zhiqing was due to the adjustment of the company's governance structure, but she will continue to serve as the deputy general manager, board secretary, and financial director [2] - Luo Zhiqing held 235,200 shares of the company as of the announcement date, and her resignation will not affect the minimum number of board members required by law [2][3] - The company held its first employee representative meeting on September 4, 2025, where Mr. Pang Xiaolong was elected as the employee director for the fourth board, serving until the board's term ends [3] Group 2 - The company held a shareholder meeting on September 4, 2025, with a total of 210 participants representing 131,074,705 shares, accounting for 58.9934% of the total voting shares [11] - The meeting adopted several resolutions, including the profit distribution plan for the first half of 2025, which received 99.6092% approval from the voting shareholders [15] - The proposal for the company to issue H-shares and list on the Hong Kong Stock Exchange was also approved with 99.6084% support [18]
鼎佳精密: 第二届监事会第十一次会议决议公告
Zheng Quan Zhi Xing· 2025-09-04 16:20
Meeting and Attendance - The meeting was convened and conducted in accordance with relevant laws, regulations, and the company's articles of association [1] - Three supervisors were required to attend, and three supervisors attended or were authorized to attend [1] Proposal Review - The proposal to change the company's registered capital, business scope, company type, abolish the supervisory board, and amend the articles of association was approved. The registered capital increased from 60 million yuan to 83 million yuan, and the total number of shares increased from 60 million to 83 million. The company type changed to a listed joint-stock company, and new business activities include manufacturing, sales, and research of electronic special materials [1][2] Abolishment of Supervisory Board - The company plans to abolish the supervisory board and supervisors, transferring the supervisory board's powers to the audit committee of the board of directors. The original rules governing the supervisory board will also be abolished [2][3] Adjustment of Fund Investment Projects - The company intends to adjust the amount of funds allocated to investment projects based on the actual net amount raised and the status of each project [4] Use of Raised Funds - The company plans to use raised funds to replace pre-invested project funds and expenses related to the issuance of shares, as the funds have been secured [4][5] - The company will increase capital in its subsidiaries, Kunshan Dingjia Electronic Materials Co., Ltd. and Chongqing Dingjia Insulation Materials Co., Ltd., to implement investment projects [5] - The company intends to manage idle raised funds for cash management, with a maximum amount of 220 million yuan allocated for safe and liquid financial products, with a maximum investment period of 12 months [6]
中国软件: 中国软件2025年第三次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-09-04 16:07
Core Points - The company is holding its third extraordinary general meeting of shareholders on September 12, 2025, to discuss various proposals, including the cancellation of the supervisory board and amendments to the articles of association [2][5][6] - The meeting will utilize a combination of on-site and online voting methods to ensure shareholder participation [2][3] - The proposal to cancel the supervisory board is in line with the revised Company Law of the People's Republic of China and aims to enhance the efficiency of corporate governance [5][6][7] Meeting Agenda - The meeting will commence with the announcement of attendance and reading of the agenda [2] - Shareholders will have the opportunity to speak and ask questions, followed by responses from the board and management [3][4] - Voting will take place after discussions, with results being compiled and announced [2][4] Proposal Details - The proposal to abolish the supervisory board will transfer its responsibilities to the audit committee of the board, ensuring that internal oversight mechanisms remain intact [5][6] - Amendments to the articles of association will include changes in terminology and the adjustment of shareholding thresholds for certain actions [5][7] - The company will also seek authorization from shareholders for the general manager to handle the necessary registration changes following the approval of the proposals [5][6] Legal Compliance - The company emphasizes adherence to the regulations set forth by the China Securities Regulatory Commission and relevant laws during the meeting [3][4] - Legal representatives will be present to ensure compliance and provide legal opinions on the proceedings [4][6]
深圳能源: 国泰海通证券股份有限公司关于深圳能源集团股份有限公司修订公司《章程》部分条款、修订《股东大会议事规则》、修订《董事会议事规则》、废止《监事会议事规则》的临时债权代理事务报告
Zheng Quan Zhi Xing· 2025-09-04 16:06
Group 1 - The issuer's board of directors approved amendments to the company's articles of association, shareholder meeting rules, and board meeting rules during the 37th meeting of the 8th board on August 12, 2025 [1][2] - The issuer's supervisory board also approved the proposal to abolish the supervisory meeting rules during its 13th meeting on the same day [2] - The second extraordinary general meeting of shareholders was held on August 28, 2025, where the amendments and the abolition of the supervisory meeting rules were ratified [2] Group 2 - The amendments and abolishment of rules are in compliance with legal regulations and the company's articles of association, and they will not adversely affect the company's daily management, operations, or debt repayment capacity [2][3] - The bondholder representative, Guotai Junan Securities, will closely monitor the issuer's principal and interest repayment situation and other significant matters affecting bondholders' interests [3][4]