公司治理
Search documents
申万宏源荣获“2025年度上市公司董事会最佳实践”奖项
申万宏源证券上海北京西路营业部· 2025-11-28 01:58
Core Viewpoint - The article highlights the recognition of Shenwan Hongyuan Group Co., Ltd. for its exemplary governance practices, as it received the "Best Practice" award at the third council's sixth meeting held by the China Listed Companies Association, reflecting the high standards of corporate governance in the company [1][4]. Group 1: Governance Recognition - The China Listed Companies Association regularly conducts the "Best Practice Case Collection" to promote effective corporate governance, with only 240 out of over 5000 listed companies receiving the highest "Best Practice" award, indicating a recognition rate of less than 5% [4]. - Shenwan Hongyuan's governance level has been highly acknowledged by the association and the capital market, as evidenced by its receipt of the "Best Practice" award [4]. Group 2: Strategic Focus and Achievements - In 2025, Shenwan Hongyuan's board of directors focused on core responsibilities such as strategy formulation, decision-making, and risk management, leading to significant improvements in operational performance and management efficiency [5]. - The company emphasizes investor relations and ESG management, aiming to enhance the quality and investment value of listed companies [5]. - Shenwan Hongyuan has implemented a market value management system and conducted mid-term dividends for two consecutive years to reward investor trust [5]. Group 3: Future Directions - Moving forward, Shenwan Hongyuan aims to align with the spirit of the 20th Central Committee's Fourth Plenary Session, focusing on high-quality development, deepening reforms, and enhancing governance effectiveness to create greater value for shareholders [7].
广东松炀再生资源股份有限公司
Shang Hai Zheng Quan Bao· 2025-11-27 18:24
登录新浪财经APP 搜索【信披】查看更多考评等级 ■ 除上述条款、条款编号、数字格式和索引及自动调整目录页码外,《公司章程》其他条款不变。同时提 请股东大会授权董事会并进一步授权公司管理层办理相应的工商备案登记等相关手续。授权有效期自股 东大会审议通过之日起至本次修订公司章程的相关工商备案登记办理完毕之日止。上述议案尚需提交公 司股东大会审议。 公司将于股东大会审议通过后及时向市场监督管理部门办理《公司章程》的备案登记等相关手续。 上述变更最终以市场监督管理部门核准的内容为准。修订后的《广东松炀再生资源股份有限公司章程》 将于同日在上海证券交易所网站(www.sse.com.cn)予以披露。 三、修订公司部分治理制度的相关情况 为进一步完善公司治理结构,更好地促进公司规范运作,根据《公司法》《上海证券交易所股票上市规 则》等法律法规、规范性文件的最新规定及修订后的《公司章程》,结合公司实际情况,拟对公司部分 治理制度进行修订,具体情况如下: ■ 《股东会议事规则》《董事会议事规则》《独立董事工作制度》《关联交易管理办法》《对外担保决策 制度》《对外投资管理办法》《募集资金管理办法》《利润分配管理制度》《累积投 ...
TCL科技:始终以开放态度与各类投资者保持沟通
Zheng Quan Ri Bao· 2025-11-27 13:41
(文章来源:证券日报) 证券日报网讯 TCL科技11月27日在互动平台回答投资者提问时表示,公司始终以开放态度与各类投资 者保持沟通,共同探讨有利于公司长远发展的合作机会。公司坚信,扎实的产业基础与可持续的业绩增 长是市值的根本支撑,公司管理层将持续勤勉尽责,不断提升公司治理水平和综合竞争力,力争以更好 的经营成果回报广大投资者的信任。 ...
浙江银轮机械制定控股股东及实际控制人行为规范 强化公司治理与中小股东权益保护
Xin Lang Cai Jing· 2025-11-27 13:34
登录新浪财经APP 搜索【信披】查看更多考评等级 责任编辑:小浪快报 在信息披露与合规方面,制度要求控股股东、实际控制人严格履行信息披露义务,保证披露信息真实、 准确、完整,不得泄露未公开重大信息或从事内幕交易、操纵市场等行为。对于持股或控制情况发生较 大变化、5%以上股份被质押或冻结、自身进入破产清算程序等可能影响公司股价的情形,控股股东、 实际控制人需立即通知公司并配合披露。此外,在转让公司股份时,需确保相关承诺持续履行,不得因 转让影响承诺效力;若转让可能导致公司控制权变更,还需对受让方意图、资产结构、经营业务等进行 合理调查并披露。 制度还强调控股股东、实际控制人应善意行使控制权,不得利用关联交易、资产重组等方式谋取不当利 益,需维护公司独立决策,支持公司建立独立生产经营模式,避免同业竞争。在承诺履行方面,要求对 存在较大履约风险的承诺事项提供担保,若担保情况发生变化需及时披露并补充担保。 据了解,该制度解释权归公司董事会,未尽事宜将按相关法律法规及《公司章程》执行,若与后续颁布 或修改的法律法规等相抵触,公司董事会将及时修订。制度的实施将进一步完善浙江银轮机械的公司治 理体系,为公司持续规范运作及中 ...
贵州茅台将举行临时股东大会 审议《关于选举董事的议案》等6项议案
Shang Hai Zheng Quan Bao· 2025-11-27 08:13
专题:贵州茅台2025年第一次临时股东大会 上证报中国证券讯(记者 朱文彬)11月28日下午,贵州茅台将举行2025年第一次临时股东大会,审议《关于选举董事的议案》《2025年中期利润分配方 案》《关于以集中竞价交易方式回购公司股份的方案》《关于修订公司〈章程〉及附件的议案》《关于修订公司〈关联交易决策制度〉的议案》《关于撤销 监事会的议案》等6项议案。 茅台集团党委书记、董事长陈华将首次亮相贵州茅台股东大会。 新浪财经"酒价内参"重磅上线 知名白酒真实市场价尽在掌握 2025年10月,陈华任中国贵州茅台酒厂(集团)有限责任公司党委书记、董事长,贵州茅台酒股份有限公司党委书记。 根据贵州茅台《章程》等有关规定,公司董事会提名陈华为公司第四届董事会董事候选人,将提请本次股东大会审议并选举陈华为公司第四届董事会董事。 目前,贵州茅台2025年第一次临时股东大会的各项准备工作,已经基本就绪。 贵州茅台股东大会将于11月28日举行 上证报记者 朱文彬摄 贵州茅台股东大会会场外布置"欢迎股东回家" 上证报记者 朱文彬摄 贵州茅台迎接股东"回家" 股东报到处已经准备就绪 上证报记者 朱文彬摄 贵州茅台股东报到 贵州茅台2 ...
北京中科三环高技术股份有限公司 2025年第二次临时股东会决议公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-11-27 02:53
Core Points - The company held its second extraordinary general meeting of shareholders in 2025, where all proposed resolutions were approved without any dissenting votes [1][4][10] - The meeting was conducted both in-person and via online voting, with a total of 423,926,854 shares represented, accounting for 35.2225% of the total voting shares [4][6] - Key resolutions included the approval of the 2024 remuneration distribution plan for directors and supervisors, amendments to the company's articles of association, and the abolition of the supervisory board [8][14] Meeting Details - The meeting took place on November 26, 2025, at the company's conference room, with a combination of on-site and online voting [2][3] - The meeting was convened by the board of directors and presided over by the chairman and acting president, Zhao Yinpeng [3][12] - Legal opinions confirmed that the meeting complied with relevant laws and regulations, ensuring the validity of the proceedings and voting results [9] Board Meeting Outcomes - The ninth board of directors held its sixth temporary meeting on the same day, approving the appointment of Zhang Zhihui as vice president following the dissolution of the supervisory board [14][15] - Other resolutions included the establishment of detailed regulations for total wage management and amendments to internal control systems regarding asset impairment [16][18] - The board meeting also adhered to legal requirements, with all voting results reflecting unanimous support [13][15]
河南双汇投资发展股份有限公司 第九届监事会第八次会议决议公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-11-27 02:40
Core Viewpoint - The company has held meetings of both the Supervisory Board and the Board of Directors, where significant resolutions were passed regarding the amendment of the Articles of Association and the approval of related party transactions for the upcoming fiscal year [5][20][15]. Group 1: Supervisory Board Meeting - The Supervisory Board meeting was convened on November 26, 2025, with all five members present [2][3]. - The meeting approved the proposal to amend the Articles of Association with a unanimous vote of 5 in favor [5]. - The amendments include increasing the Board of Directors from 8 to 10 members, with equal representation of independent and non-independent directors [5]. Group 2: Board of Directors Meeting - The Board of Directors meeting was also held on November 26, 2025, with all eight members present [12][13]. - The Board approved the estimated related party transactions for 2026, including procurement of raw materials totaling RMB 5.817 billion and sales of products amounting to RMB 329.55 million [15]. - The Board also passed several resolutions to amend the Articles of Association and related governance documents, all requiring shareholder approval [20][23][25]. Group 3: Upcoming Shareholder Meeting - The company will hold its first extraordinary general meeting of 2025 on December 15, 2025, to discuss the resolutions passed by the Board [68][69]. - The meeting will include provisions for both on-site and online voting, with a registration deadline of December 8, 2025 [70][73]. - Specific proposals to be voted on include the approval of related party transactions and the election of an independent director [75][76].
停牌6年后科兴生物要退市
Guo Ji Jin Rong Bao· 2025-11-27 02:25
Core Points - Company signed two PDP projects with the Brazilian Ministry of Health to supply approximately 60 million doses of varicella and rabies vaccines over the next 10 years, valued at over $700 million (approximately 5 billion RMB) [2] - This contract represents the largest international order in terms of duration and value obtained by a Chinese vaccine company to date [2] - Company is facing a delisting crisis due to failure to submit the 2024 annual report on time, receiving a delisting notice from NASDAQ [2][4] Company Background - Founded in 2001, the company became the first Chinese vaccine enterprise to be listed on NASDAQ through a reverse merger in 2003 [4] - The company experienced significant revenue growth during the pandemic, with 2021 revenue reaching $19.4 billion and net profit of $14.46 billion [4][5] - Internal power struggles have been ongoing since 2016, with key figures involved in disputes over control of the company [5][6] Financial Situation - As of July 2025, the company has cash reserves of $10.3 billion and announced a dividend plan totaling $7.448 billion (approximately 53 billion RMB) [6] - The dividend plan is structured in three phases, with the first phase already paid out, raising concerns about the sustainability of the company's financial health given its current market capitalization of only $390 million [6]
四个月内两高管遭留置 富森美称与上市公司无关
Zhong Guo Jing Ying Bao· 2025-11-26 22:55
Core Viewpoint - The recent detention of two senior executives at Fushenmei raises concerns about potential systemic internal control deficiencies within the company, despite the company's assertion that these matters are personal and unrelated to the company itself [2][3][6]. Group 1: Executive Detention - Fushenmei announced that Vice General Manager and Board Secretary Zhang Fengshu has been placed under investigation and detention, following the earlier detention of Chairman Liu Bing in July [3][4]. - During the detention period, Zhang Fengshu is unable to fulfill his duties as Board Secretary, and the company has appointed Financial Director Wang Hong to temporarily assume these responsibilities [3]. - The company has stated that it is currently unaware if the detentions are related to the same case and will continue to monitor the situation while fulfilling its information disclosure obligations [4]. Group 2: Shareholding Structure - Liu Bing, the controlling shareholder and Chairman, along with Liu Yunhua and Liu Yi, who are also family members, collectively hold over 80% of Fushenmei's shares, raising questions about concentrated family power and governance issues [5][6]. - The shareholding breakdown indicates that Liu Bing holds 43.70% of the shares, and all three individuals are co-founders of the company, established in 2000 [6]. - Fushenmei has emphasized that it operates independently from its controlling shareholders and maintains a robust governance and internal control mechanism, asserting that there are no systemic internal control deficiencies [6].
哈尔滨电气集团佳木斯电机股份有限公司2025年第三次临时股东大会决议的公告
Shang Hai Zheng Quan Bao· 2025-11-26 17:45
Meeting Overview - The third extraordinary general meeting of shareholders was held on November 26, 2025, with a total of 284 participants representing 343,451,430 shares, accounting for 49.4185% of the total voting shares [4][5] - The meeting was conducted both on-site and via online voting, ensuring compliance with relevant laws and regulations [3][6] Voting Results - The proposal to cancel the supervisory board and amend the Articles of Association received 99.5550% approval, with 341,923,174 votes in favor [7][8] - The proposal to amend the Rules of Procedure for Shareholders' Meetings was approved with 99.5570% support, totaling 341,929,874 votes [9][10] - The proposal to revise the Rules of Procedure for the Board of Directors also passed with 99.5570% approval, receiving 341,929,874 votes [11][12] - The proposal to amend the Independent Director Work System was approved with the same level of support, totaling 341,929,874 votes [13][15] - The proposal to revise the Fund Management System received 99.5528% approval, with 341,915,614 votes in favor [16][17] - The proposal to amend the External Guarantee Management Measures was approved with 99.5450% support, totaling 341,888,774 votes [18] Legal Opinion - The legal opinion provided by Beijing Tongshang Law Firm confirmed that the meeting's procedures and voting results were legal and valid, adhering to the Company Law and relevant regulations [19] Board Meeting Overview - The seventh meeting of the tenth board of directors was held on November 26, 2025, with all eight directors present, including three independent directors [22] - The board approved several proposals, including the establishment of an internal review system for the interactive platform and the revision of the management rules for the executive team [24][25][28] - The establishment of a new industry development department was also approved to enhance technological service capabilities and promote innovation [29]