股东会议事规则修订
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永安林业: 第十届监事会第十二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-15 16:36
Group 1 - The company held its 12th meeting of the 10th Supervisory Board on August 15, 2025, with all four supervisors present, either in person or via remote voting [1][2] - The meeting approved several proposals unanimously, including the establishment of a wholly-owned subsidiary and amendments to the company's articles of association and various meeting rules [1][2] - A significant proposal regarding the company's dividend return plan for the next three years (2025-2027) was also passed unanimously [1][2] Group 2 - The proposals from the meeting, specifically those related to amendments and the dividend return plan, will be submitted for shareholder approval [2]
航天长峰: 北京航天长峰股份有限公司2025年第二次临时股东大会资料
Zheng Quan Zhi Xing· 2025-08-14 16:27
Core Points - The company is convening its second extraordinary general meeting of shareholders in 2025 to discuss amendments to the Articles of Association and the rules for shareholder meetings [1][2] - The meeting will take place on August 22, 2025, at 14:00, combining on-site and online voting methods [1][2] - Shareholders can vote either in person or through an online platform, with each share granting one vote [2][3] Agenda - The agenda includes the reading of proposals, responses to shareholder questions by directors and senior management, the election of scrutineers, and voting on the proposals [1][2] - The first proposal requires a two-thirds majority of the voting rights held by attending shareholders for approval, while other proposals require a simple majority [2][3] Voting Procedures - Shareholders can appoint proxies to attend the meeting and exercise voting rights within the authorized scope [2][3] - Voting options include "agree," "disagree," and "abstain," with specific provisions for related party transactions [3] Amendments to Governance Documents - The company plans to revise its Articles of Association and the rules governing shareholder meetings to align with legal requirements and its operational realities [6][7] - The revisions aim to protect the rights of the company, shareholders, employees, and creditors while ensuring compliance with the Company Law and Securities Law [7][8] Company Background - The company was established in January 1986 and was previously known as Beijing Travel Vehicle Co., Ltd. It was renamed in January 2001 [9][10] - The company is a joint-stock limited company with a total share capital of 16.008 million shares, each with a par value of 1 yuan [9][10]
雅创电子: 股东会议事规则修订对照表
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Viewpoint - Shanghai Yachuang Electronics Group Co., Ltd. has revised its "Rules of Shareholders' Meeting" in accordance with the latest regulations and the company's actual situation, with specific changes outlined in the document [1]. Summary by Sections Revision of Shareholders' Meeting Rules - The term "Shareholders' General Meeting" has been changed to "Shareholders' Meeting," and "Supervisory Board" has been changed to "Audit Committee" without substantial changes [1]. - The revised rules maintain the core functions of the shareholders' meeting, including decision-making on business policies, election of directors, and approval of financial reports [1]. Key Responsibilities of the Shareholders' Meeting - The shareholders' meeting is responsible for electing and replacing directors, approving the board's reports, and deciding on profit distribution plans [1]. - It also has the authority to approve changes in registered capital, issue bonds, and make decisions on mergers, divisions, or dissolutions of the company [1]. Financial Assistance and Guarantees - The rules stipulate that financial assistance provided by the company must be approved by the shareholders' meeting if it exceeds 10% of the latest audited net assets [2]. - Guarantees provided by the company must also be approved if they exceed certain thresholds, including 50% of the latest audited net assets or 30% of the latest audited total assets [2]. Independent Directors and Proposals - Independent directors have the right to propose the convening of a temporary shareholders' meeting, which must be held if agreed upon by a majority of independent directors [3]. - Shareholders holding more than 1% of the company's shares can propose agenda items for the shareholders' meeting, which must be notified within two days of receipt [4][7]. Voting and Decision-Making Procedures - The rules specify that voting on proposals must be conducted transparently, with results announced immediately [11]. - Special resolutions require a higher threshold for approval, including amendments to the company's articles of association [11][37]. Protection of Minority Shareholders - The rules ensure that decisions affecting minority shareholders are subject to separate voting counts, and results must be disclosed promptly [12][39]. - The company is prohibited from restricting minority shareholders' voting rights or harming their legitimate interests [12]. Final Provisions - Other provisions of the "Rules of Shareholders' Meeting" remain unchanged, and the revised rules will take effect upon approval by the shareholders' meeting [14].
天虹股份: 股东会议事规则(2025年修订)
Zheng Quan Zhi Xing· 2025-08-11 11:14
股东会议事规则 天虹数科商业股份有限公司 股东会议事规则 (2025 年修订) 第一章 总则 第一条 为促进天虹数科商业股份有限公司(以下简称"公司")规范运作, 保证股东会依法行使职权,根据《中华人民共和国公司法》、 《中华人民共和国证券 法》、 《上市公司股东会规则》 (以下简称"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》 及《公司章程》等有关规定,结合公司实际情况,制定本规则。 第三条 公司应当严格按照法律、行政法规、股东会规则及《公司章程》的 相关规定召开股东会,保证股东能够依法行使权利。 公司董事会应当切实履行职责,认真、按时组织股东会。公司全体董事应当 勤勉尽责,确保股东会正常召开和依法行使职权。 第四条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第五条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次, 应当于上一会计年度结束后的六个月内举行。临时股东会不定期召开,出现《公 司法》第一百一十三条规定的应当召开临时股东会的情形时,临时股东会应当在 两个月内召开。公司在上述期限内不能召开股东会 ...
兴化股份: 第八届董事会第四次会议决议公告
Zheng Quan Zhi Xing· 2025-08-06 16:22
证券代码:002109 证券简称:兴化股份 公告编号:2025-027 陕西兴化化学股份有限公司 议案》 表决结果:同意票 9 票、反对票 0 票、弃权票 0 票。 公司原《股东大会议事规则》更名为《股东会议事规则 (2025 年 8 月)》 ,内容详见巨潮资讯网 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。 一、董事会会议召开情况 陕西兴化化学股份有限公司(以下简称公司)第八届董 事会第四次会议以通讯方式召开,会议通知于 2025 年 8 月 1 日以直接送达和电子邮件相结合的方式送达各位董事及高 级管理人员。本次会议表决截至时间 2025 年 8 月 6 日 12:00, 会议应参加表决董事 9 人,实际表决的董事 9 人。本次会议 的召开与表决程序符合法律、法规和《公司章程》的有关规 定。 二、董事会会议审议情况 表决结果:同意票 9 票、反对票 0 票、弃权票 0 票。 公司根据《中华人民共和国公司法(2023 年修订)》 《中 国证券监督管理委员会上市公司章程指引(2025 年修订)》 《深圳证券交易所股票上市规则(2025 年修订)》《深圳证 券 ...
广东顺威精密塑料股份有限公司第六届董事会第二十二次(临时)会议决议的公告
Shang Hai Zheng Quan Bao· 2025-08-01 19:00
Group 1 - The company held its 22nd temporary board meeting on August 1, 2025, with all 7 directors present, and the meeting was chaired by Chairman Li Yongxiang [2][4] - The board approved several amendments to the company's articles of association, shareholder meeting rules, board meeting rules, and audit committee implementation rules, which will be submitted for shareholder approval [3][5][7][9] - A third temporary shareholder meeting is scheduled for August 18, 2025, to discuss the approved amendments, with a record date of August 11, 2025 [11][22][25] Group 2 - The company’s supervisory board held its 14th temporary meeting on August 1, 2025, with all 3 supervisors present, chaired by Supervisor Chairwoman Tang Qian [16][19] - The supervisory board approved the proposal to abolish the existing supervisory meeting rules, which will no longer apply, and future governance will follow the new articles of association [17][18][19] - The decisions made by both the board and supervisory board will be presented to the shareholders for approval [19][30]
顺威股份: 第六届董事会第二十二次(临时)会议决议的公告
Zheng Quan Zhi Xing· 2025-08-01 16:35
Group 1 - The company held its 22nd (temporary) board meeting on August 1, 2025, with all 7 directors present, and the meeting was chaired by Chairman Li Yongxiang [1] - The board proposed amendments to the company's articles of association and requested authorization from the shareholders' meeting for the chairman to handle related registration matters [1][2] - The board also proposed revisions to the rules of the shareholders' meeting, with the voting results showing 7 votes in favor, 0 against, and 0 abstentions, pending approval from the shareholders' meeting [2][3] Group 2 - The board decided to revise the rules of the board meeting, with similar voting results of 7 votes in favor, 0 against, and 0 abstentions, also pending shareholders' approval [2][3] - Amendments to the implementation rules of the board's audit committee were proposed, with the same voting results, awaiting shareholder review [3] - The company plans to hold its third temporary shareholders' meeting on August 18, 2025, with a registration date of August 11, 2025, and the meeting will combine on-site voting and online voting [3][5]
华软科技: 第六届董事会第三十次会议决议的公告
Zheng Quan Zhi Xing· 2025-07-23 12:21
Core Viewpoint - The company, Jinling Huarsoft Technology Co., Ltd., held its 30th meeting of the 6th Board of Directors on July 23, 2025, where several important resolutions were passed, including changes to the registered address and amendments to the company's articles of association [1][2]. Group 1: Resolutions Passed - The board approved a resolution to change the registered address and amend the articles of association to align with the new address and relevant regulations [1][2]. - The board approved the revision of the "Rules of Procedure for Shareholders' Meetings" to comply with legal and regulatory requirements [2][3]. - The board approved the revision of the "Rules of Procedure for Board Meetings" to reflect the company's actual situation and regulatory compliance [3][4]. Group 2: Board Elections - The board approved the election of non-independent directors for the 7th Board of Directors, nominating three candidates from the controlling shareholder, Wufu Technology Group Co., Ltd. [4][5]. - The board approved the election of independent directors for the 7th Board of Directors, nominating three candidates whose qualifications will be subject to review by the Shenzhen Stock Exchange [4][5]. Group 3: Upcoming Meetings - The board proposed to hold the first extraordinary general meeting of 2025 on August 8, 2025, to review the aforementioned resolutions [5].
德展健康: 德展大健康股份有限公司《股东会议事规则》修订前后对照表
Zheng Quan Zhi Xing· 2025-07-14 16:23
Core Points - The company has revised its "Shareholders' Meeting Rules" to align with the latest legal regulations and its actual situation, changing the name from "Shareholders' General Meeting Rules" to "Shareholders' Meeting Rules" [1] - The revised rules clarify the responsibilities and powers of the shareholders' meeting, ensuring that it operates in accordance with the "Company Law" and other relevant regulations [1][2] - The rules now specify the procedures for convening, proposing, notifying, and holding shareholders' meetings, including the timelines for annual and extraordinary meetings [2][3] Group 1 - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, while extraordinary meetings can be called as needed [2][3] - If the company cannot convene a shareholders' meeting within the specified timeframe, it must report to the China Securities Regulatory Commission and the Shenzhen Stock Exchange [3] - The board of directors is required to convene the shareholders' meeting within the stipulated time and must provide written feedback on any proposals for extraordinary meetings from independent directors [3][4] Group 2 - Shareholders holding 10% or more of the company's shares can request the board to convene an extraordinary meeting, and the board must respond within 10 days [4][5] - If the board does not agree to convene the meeting, it must provide reasons and announce them [4][5] - The rules also allow the supervisory board or shareholders to convene meetings independently if the board fails to do so [5][6] Group 3 - The revised rules stipulate that shareholders can propose temporary proposals 10 days before the meeting, and the conveners must notify all shareholders of these proposals within 2 days [7][8] - All proposals must be fully disclosed in the meeting notifications to allow shareholders to make informed decisions [8][9] - The rules require that any election of directors or supervisors must provide detailed information about the candidates, including their backgrounds and any potential conflicts of interest [9][10] Group 4 - The company must hold the shareholders' meeting at its registered location or another location specified in its articles of association, ensuring that it is accessible to shareholders [10][11] - Shareholders can attend the meeting in person or through proxies, and each share carries one voting right [11][12] - The meeting must be presided over by a designated director or representative, and the minutes must accurately reflect the proceedings and decisions made [12][13] Group 5 - The rules emphasize that any resolutions passed at the shareholders' meeting must comply with legal and regulatory requirements, and any violations can be challenged in court [25][26] - The company is responsible for ensuring that the rights of minority investors are protected and that they can exercise their voting rights without obstruction [25][26] - The board of directors is tasked with executing the resolutions of the shareholders' meeting promptly to ensure the company's normal operations [26][27]
*ST凯鑫: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-07-03 16:27
Meeting Overview - The company will hold its first extraordinary general meeting of shareholders in 2025 on July 23, 2025, at 14:30 [1] - The meeting will be conducted through a combination of on-site voting and online voting [1][2] - The online voting will be available from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on the same day [1] Voting Procedures - Shareholders can choose either on-site voting or online voting, but not both; if duplicate votes occur, the first valid vote will be counted [2] - All shareholders registered by the close of trading on the day before the meeting are entitled to attend and vote [2][4] - Specific procedures for natural and legal persons attending the meeting are outlined, including required documentation [5][6] Agenda Items - The meeting will review several proposals, including a significant resolution requiring approval from at least two-thirds of the voting rights present [4] - The proposals include amendments to the "Rules of Procedure for Shareholders' Meetings" and other related regulations [3][4] Registration and Attendance - Shareholders must register to attend the meeting, with specific requirements for documentation based on their status (individual or corporate) [5][6] - Proxy voting is allowed, and the proxy must present appropriate authorization documents [5][9] Online Voting Instructions - Detailed instructions for participating in online voting are provided, including the need for identity verification [6][8] - The online voting system can be accessed via the specified website [6][8]