取消监事会

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航天软件: 北京神舟航天软件技术股份有限公司关于取消监事会并修订《公司章程》及其附件的公告
Zheng Quan Zhi Xing· 2025-06-26 16:17
Core Viewpoint - Beijing Shenzhou Aerospace Software Technology Co., Ltd. plans to cancel its supervisory board and amend its articles of association in compliance with the new Company Law and related regulations, transferring the supervisory functions to the audit committee of the board of directors [2][4]. Summary by Sections Cancellation of Supervisory Board - The company intends to cancel the supervisory board effective from July 1, 2024, in accordance with the new Company Law and related transitional arrangements issued by the China Securities Regulatory Commission [2][3]. Amendments to Articles of Association - The company will revise its articles of association to reflect the cancellation of the supervisory board and to ensure compliance with regulatory requirements. This includes the abolition of rules related to the supervisory board and corresponding amendments to the rules governing shareholder and board meetings [2][4][5]. Key Amendments to Articles of Association - The first article of the articles of association will be modified to maintain the rights of shareholders, employees, and creditors, and to regulate the company's organization and behavior according to the Company Law and Securities Law [2][4]. - New provisions will be added regarding the legal representative's responsibilities and the company's liability for civil activities conducted in its name [4][5]. - The company will ensure that any financial assistance provided to acquire shares does not exceed 10% of the total issued share capital, subject to board approval [6][7]. - The company will also clarify the procedures for increasing capital and the restrictions on share transfers by founders and major shareholders [8][9]. Governance and Compliance - The company will establish a party organization in accordance with the Communist Party of China’s regulations, ensuring that the party's activities are supported and that necessary conditions are provided for its operations [10][11]. - The articles will include provisions to ensure that controlling shareholders and actual controllers act in accordance with laws and regulations, maintaining the interests of the company and other shareholders [10][11]. Shareholder Rights and Meeting Procedures - The articles will outline the rights of shareholders, including the ability to review company documents and participate in decision-making processes regarding major corporate actions [12][13]. - The procedures for convening shareholder meetings will be clarified, including the rights of shareholders holding a significant percentage of shares to request meetings [14][15]. Election and Responsibilities of Directors - The articles will specify the election process for directors and the responsibilities they hold towards the company, emphasizing the need for loyalty and avoidance of conflicts of interest [26][27].
中国巨石: 中国巨石股份有限公司2025年第三次临时股东会会议材料
Zheng Quan Zhi Xing· 2025-06-23 16:11
Group 1 - The company proposes to abolish the supervisory board and transfer its powers to the audit committee of the board of directors [1][2] - The company will revise its articles of association to reflect the changes regarding the supervisory board and other governance structures [2][3] - The amendments include changes to the roles and responsibilities of the board of directors, shareholders, and management [3][4] Group 2 - The company will revise the rules governing shareholder meetings, board meetings, and independent directors to enhance governance [5][6] - The company aims to ensure that all shareholders have equal rights and obligations regarding their shares [6][7] - The amendments will also address the management of related party transactions and external guarantees [7][8] Group 3 - The company will implement stricter regulations on external guarantees and investments to protect shareholder interests [9][10] - The company will ensure that any external guarantees exceeding certain thresholds will require shareholder approval [10][11] - The revisions will also clarify the responsibilities of controlling shareholders and actual controllers to prevent asset misappropriation [22][23]
上声电子: 苏州上声电子股份有限公司第三届监事会第十次会议决议公告
Zheng Quan Zhi Xing· 2025-06-19 10:21
Meeting Details - The third meeting of the Supervisory Board of Suzhou Shansheng Electronics Co., Ltd. was held on June 19, 2025, with all three supervisors present, confirming compliance with relevant laws and regulations [1] Resolutions Passed - The Supervisory Board approved the "Report on the Use of Previous Fundraising" which reflects the company's fundraising usage as of December 31, 2024, in accordance with the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange [1][2] - The resolution regarding the cancellation of the Supervisory Board and the transfer of its powers to the Audit Committee of the Board was also approved, along with the repeal of the "Rules of Procedure for the Supervisory Board" and amendments to the company's articles of association [2][3]
金隅集团: 北京金隅集团股份有限公司关于修订公司《章程》及附件并取消监事会的公告
Zheng Quan Zhi Xing· 2025-06-13 12:24
Group 1 - The company has revised its Articles of Association and decided to abolish the Supervisory Board, transferring its responsibilities to the Audit and Risk Committee of the Board of Directors [1][2][3] - The company will seek approval from the shareholders' meeting for the proposed changes and authorize the Board of Directors to handle related registration and filing procedures [1][4] - The revisions to the Articles of Association aim to enhance corporate governance and align with relevant laws and regulations [1][5] Group 2 - The company is committed to maintaining the legal rights and interests of shareholders and creditors while improving its governance structure [1][6] - The company’s registered capital is stated to be in compliance with the relevant laws and regulations [25][26] - The company emphasizes the importance of environmental protection and social responsibility in its development strategy [15][16]
镇海股份: 镇海石化工程股份有限公司第五届监事会第十三次会议决议公告
Zheng Quan Zhi Xing· 2025-06-11 12:15
Group 1 - The company held its 13th meeting of the 5th Supervisory Board on June 11, 2025, with all three supervisors present, and the meeting was conducted in accordance with relevant laws and regulations [1][2] - The Supervisory Board approved the proposal to abolish the Supervisory Board and transfer its powers to the Audit Committee of the Board of Directors, along with the corresponding repeal of the rules governing the Supervisory Board [1][2] - The Supervisory Board agreed to adjust the company's business scope in accordance with the requirements of the State Administration for Market Regulation [2]
申通地铁: 申通地铁2025年第一次临时股东大会材料
Zheng Quan Zhi Xing· 2025-06-10 10:17
Group 1 - The company will hold its first extraordinary general meeting of shareholders in 2025 on June 18, 2025, at 14:45 at the Shenwang Hotel in Shanghai [2] - The meeting will focus on various proposals, including the cancellation of the supervisory board and amendments to the company's articles of association [5][6] - The proposed amendments include the establishment of an employee director position, adjustments to the powers of the shareholders' meeting and the board of directors, and a reduction in the shareholding percentage required for shareholder proposals from 3% to 1% [7][6] Group 2 - The company aims to enhance operational efficiency by ensuring that each shareholder's speech during the meeting is concise, with a time limit of five minutes per speaker [1] - The company will respond to shareholder inquiries collectively after all questions have been raised [1] - The meeting will also include a voting process, with specific guidelines to ensure orderly conduct and compliance with legal requirements [1][2] Group 3 - The company’s registered capital is reported to be 4,773.81905 million RMB [8] - The articles of association will be revised to clarify the roles and responsibilities of the audit committee, which will assume the functions of the supervisory board [6][7] - The company will ensure that all amendments comply with the relevant laws and regulations, including the Company Law and the Securities Law [6][7]
罗普特: 罗普特科技集团股份有限公司第三届董事会第三次会议决议公告
Zheng Quan Zhi Xing· 2025-06-06 12:07
Group 1 - The company held its third board meeting on June 6, 2025, with all nine directors present, and the meeting was deemed legally valid [1] - The board approved the proposal to abolish the supervisory board, transferring its powers to the audit committee of the board, and corresponding amendments to the company's articles of association were made [1][2] - The board also approved the revision of internal governance systems to enhance management mechanisms in accordance with relevant laws and regulations [2][3] Group 2 - The board acknowledged that as of December 31, 2024, the company's cumulative undistributed profits amounted to a negative value that reached one-third of the total paid-in capital [3] - A proposal to convene the second extraordinary general meeting of shareholders in 2025 was also approved by the board [3][4]
森特股份: 森特股份关于取消监事会并修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-06-04 08:13
证券代码:603098 证券简称:森特股份 公告编号:2025-030 森特士兴集团股份有限公司 关于取消监事会并修订《公司章程》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个别及连带责任。 森特士兴集团股份有限公司(以下简称"森特股份"或"公司")于 2025 年 6 月 4 日召开第五届董事会第四会议审议通过了《关于取消监事会并修订 <公> 司章程>的议案》。该议案尚需提交公司股东会审议。现将具体情况公告如下: 一、关于取消监事会的情况 按照新《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》《上海证券交易所股票上市规则》《关于新〈公司法〉配套制度规则实施 相关过渡期安排》及证监会配套制度规则等规定,公司董事会下设的审计委员会 将行使《公司法》规定的监事会的职权,公司不再设监事会或者监事,公司《监 事会议事规则》将相应废止。 二、《公司章程》修订内容 鉴于以上情况,同时根据新《公司法》《上市公司章程指引》等法律法规及 规范性文件的修订情况,公司拟对《公司章程》相应条款进行修订,具体修订内 容如下: 修改前 ...
上海南方模式生物科技股份有限公司第三届董事会第二十一次会议决议公告
Shang Hai Zheng Quan Bao· 2025-06-02 18:48
证券代码:688265 证券简称:南模生物 公告编号:2025-033 上海南方模式生物科技股份有限公司 第三届董事会第二十一次会议 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、准确性和完整性依法承担法律责任。 重要内容提示: ● 有董事对本次董事会第10项议案、第15项议案投反对票、弃权票。 ● 本次董事会第10项议案、第15项议案未获通过。 一、董事会会议召开情况 上海南方模式生物科技股份有限公司(以下简称"公司" 或"南模生物")第三届董事会第二十一次会议 于2025年5月29日以现场结合通讯方式召开。本次会议的通知已于2025年5月26日以电子邮件方式送达全 体董事。本次会议由董事长费俭先生召集并主持,应参会董事9人,实际出席董事9人,其中独立董事3 人,公司监事、高级管理人员列席了会议。本次会议的召集、召开符合《中华人民共和国公司法》等法 律法规及《公司章程》的相关规定。 二、董事会会议审议情况 1、审议通过《关于调整董事会席位的议案》 具体内容详见公司于同日在上海证券交易所网站(www.sse.com.cn)披露的《关于调整董事会 ...
芯朋微: 关于公司取消监事会、修订《公司章程》并办理工商变更登记及修订部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-05-30 15:17
Group 1 - The company has decided to cancel its supervisory board and amend its Articles of Association, transferring the supervisory responsibilities to the audit committee of the board of directors [1][2][3] - The amendments to the Articles of Association aim to enhance the company's governance structure in accordance with relevant laws and regulations [1][2][3] - Specific changes include the removal of the supervisory board's rules and the revision of various governance provisions to align with the new corporate governance framework [1][2][3] Group 2 - The revised Articles of Association emphasize the protection of the rights of shareholders, employees, and creditors, reflecting a broader stakeholder approach [1][2][3] - The company will now have a single legal representative, the chairman, whose responsibilities and legal implications are clearly defined in the amended Articles [3][4] - The amendments also introduce provisions regarding the establishment of a Communist Party organization within the company, highlighting the integration of party activities into corporate governance [6][7] Group 3 - The company has updated its capital increase procedures, allowing for more flexible methods of raising capital while ensuring equal rights for all shareholders [7][8] - New rules regarding the acquisition of company shares have been established, including limits on the total amount of financial assistance that can be provided for share acquisitions [7][8] - The company has clarified the conditions under which it can repurchase its shares, ensuring compliance with legal and regulatory requirements [7][8] Group 4 - The company has revised the rules governing shareholder meetings, including the procedures for calling and conducting meetings, to enhance transparency and shareholder engagement [32][33] - The amendments specify the rights of shareholders, including the ability to request information and participate in decision-making processes [32][33] - The company has established clearer guidelines for the approval of significant transactions and external guarantees, ensuring that such actions are subject to appropriate oversight [30][31][32] Group 5 - The company has introduced stricter regulations regarding the conduct of major shareholders and actual controllers to prevent conflicts of interest and protect minority shareholders [22][23][24] - New provisions have been added to hold shareholders accountable for any abuse of rights that may harm the company or other shareholders [23][24] - The amendments also reinforce the obligations of major shareholders to act in the best interests of the company and its stakeholders [23][24]