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*ST节能: 关于购买董事和高级管理人员责任险的公告
Zheng Quan Zhi Xing· 2025-07-03 16:27
Group 1 - The company held the fifth temporary meeting of the tenth board of directors on July 3, 2025, to discuss the proposal for purchasing liability insurance for directors and senior management [1] - The purpose of the insurance is to enhance the corporate governance system, mitigate operational risks, and protect the rights of the company and its investors [1] - All directors abstained from voting on the proposal due to their status as interested parties, and the proposal was submitted directly to the shareholders' meeting for review [1] Group 2 - The board of directors proposed to authorize the management to handle matters related to the purchase of liability insurance, including selecting the insurance company and determining coverage limits and costs [1] - The management is also authorized to manage renewal or reinsurance matters upon the expiration of the insurance contract [1]
*ST节能: 神雾节能股份有限公司章程(2025年7月)
Zheng Quan Zhi Xing· 2025-07-03 16:27
神雾节能股份有限公司 章 程 二〇二五年七月 神雾节能股份有限公司章程 第一章 总则 第一条 为维护神雾节能股份有限公司(以下简称"公司"或"本公司")、 股东、职工和债权人的合法权益,规范公司的组织和行为,根据《中华人民共 和国公司法》(以下简称《公司法》)、《中华人民共和国证券法》(以下简 称《证券法》)和其他有关规定,制定本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。公 司经辽宁省经济体制改革委员会《关于同意金城造纸总厂改组为金城造纸股份 有限公司的批复》(辽体改发1993129 号)批准,以定向募集方式设立;在 辽宁省锦州市工商行政管理局注册登记,取得营业执照,营业执照号 第三条 公司于 1998 年 5 月 5 日经中国证券监督管理委员会批准,首次向 社会公众发行人民币普通股 4,500 万股,于 1998 年 6 月 30 日在深圳证券交易 所上市。 第四条 公司注册名称:神雾节能股份有限公司 公司英文名称:Shenwu Energy Saving Co., Ltd. 第五条 公司住所:江西省南昌市望城新区璜溪大道 19 号十一楼 1188 室 邮编:330103 第六条 ...
*ST凯鑫: 第四届董事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-07-03 16:27
证券代码:300899 证券简称:*ST凯鑫 公告编号:2025-025 上海凯鑫分离技术股份有限公司 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 次会议通知已于 2025 年 6 月 27 日通过电话、邮件等方式通知了全体董事。 出席董事 9 人。公司监事、高级管理人员列席了本次会议。 司法》")等法律、法规、规范性文件和《公司章程》的有关规定,会议合法、 有效。 二、董事会会议审议情况 经与会董事充分讨论,本次会议审议并通过了以下议案: (一)审议通过《关于修订 <公司章程> 的议案》 根据中国证券监督管理委员会发布的《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》等相关法律法规的规定,结合公司实际 情况,公司将不再设置监事会,监事会的职权由董事会审计委员会行使,公司《监 事会议事规则》将相应废止。 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司章程 指引》《上市公司治理准则》《深圳证券交易所创业板股票上市规则》《深圳证 券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作 ...
*ST凯鑫: 董事会审计委员会工作细则
Zheng Quan Zhi Xing· 2025-07-03 16:27
Core Points - The company establishes an Audit Committee to enhance decision-making and ensure effective supervision of management by the Board of Directors [1][2] - The Audit Committee is responsible for overseeing internal and external audits, as well as the internal control system [1][3] - The committee consists of three members, including two independent directors, with one being a professional accountant [2][3] Structure and Composition - The Audit Committee members are elected by the Board of Directors and serve a term aligned with their directorship [2][3] - The committee includes a chairperson who is an independent director with accounting expertise [2][3] - If a committee member ceases to be a director, they automatically lose their committee position [2] Responsibilities and Authority - The Audit Committee reviews financial information, supervises audit work, and evaluates internal controls [3][4] - Key decisions require a majority agreement from the committee before being submitted to the Board [4][5] - The committee is tasked with guiding and supervising the internal audit institution and ensuring compliance with internal control standards [5][6] Internal Audit Procedures - The internal audit institution reports directly to the Audit Committee and must maintain independence from the finance department [3][4] - The internal audit institution is required to submit an annual report and quarterly updates to the Audit Committee [5][6] - The committee must ensure that any significant internal control deficiencies are reported to the Shenzhen Stock Exchange [5][6] Meeting Protocols - The Audit Committee holds regular meetings at least quarterly, with provisions for special meetings as needed [8][9] - A quorum requires two-thirds of the committee members to be present, and decisions are made by majority vote [9][10] - Meeting records must be kept, and confidentiality is required from all attendees [10][11] Implementation and Amendments - The working rules of the Audit Committee take effect upon approval by the Board of Directors [11] - Any conflicts with national laws or the company's articles of association will be resolved in favor of the latter [11]
山大电力: 股东大会、董事会、监事会、独立董事、董事会秘书制度的建立健全及运行情况说明
Zheng Quan Zhi Xing· 2025-07-03 16:26
山东山大电力技术股份有限公司 关于股东大会、董事会、监事会、独立董事、董事会秘书 制度的建立健全及运行情况的说明 深圳证券交易所: 山东山大电力技术股份有限公司(以下简称"公司")首次公开发行股票并 在创业板上市,根据《首次公开发行股票注册管理办法》《公开发行证券的公司 信息披露内容与格式准则第 58 号——首次公开发行股票并上市申请文件》等有 关规定,现将股东大会、董事会、监事会、独立董事、董事会秘书制度的建立健 全及运行情况说明如下: 一、股东大会制度的建立健全及运行情况 了《山东山大电力技术股份有限公司章程》和《股东大会议事规则》,建立了股 东大会制度,对股东大会的职权、议事规则等做出了明确规定。 自股份公司设立至今,公司共召开三十八次股东大会。公司股东大会能够严 格按照《公司法》《股东大会议事规则》等相关法律、规范性文件及公司内部相 关规定的要求规范运作,会议的召开程序及决议内容合法有效,不存在股东大会 违反《公司法》及其他规定行使职权的情形。 二、董事会制度的建立健全及运行情况 了第一届董事会成员,并审议通过了《董事会议事规则》,对董事会的职权、召 开方式、条件、表决方式等做了明确规定。 公司董事会 ...
红四方: 红四方2025年第二次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-07-03 16:15
Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 on July 10, 2025, at 14:30 [6][8] - The agenda includes proposals for changing registered capital, abolishing the supervisory board, and amending the company's articles of association [8][9] - The company plans to increase its registered capital from RMB 200 million to RMB 260 million through profit distribution and capital reserve conversion [8][9] - The supervisory board will be abolished, and its functions will be transferred to the audit committee of the board of directors [9][10] - The company will nominate candidates for the fourth board of directors, including both non-independent and independent directors [12][14] Meeting Procedures - Attendees must register to verify their shareholder status, and the meeting will be conducted with both on-site and online voting [2][3] - The voting will include both named voting for non-cumulative proposals and cumulative voting for board member elections [3][6] - The meeting will be presided over by the chairman, who will manage the order of speeches and voting [5][7] Proposals - Proposal 1: Change of registered capital, abolition of the supervisory board, and amendment of the articles of association [8][9] - Proposal 2: Nomination of candidates for the fourth board of directors, including non-independent directors [12][13] - Proposal 3: Nomination of candidates for independent directors for the fourth board of directors [14][23]
南华期货: 南华期货股份有限公司2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-03 16:15
Group 1 - The company plans to cancel the supervisory board and amend its articles of association and related rules to enhance corporate governance in accordance with the revised Company Law and relevant regulations [4][10][18] - The company will hold its second extraordinary general meeting of shareholders in 2025 on July 14 at 14:30 in Hangzhou, Zhejiang Province [3][4] - The meeting will be conducted with a combination of on-site and online voting, and the results will be announced promptly after the meeting [2][4] Group 2 - Shareholders attending the meeting must register in advance and comply with the established procedures to ensure orderly conduct [2][4] - The company has established a meeting service team to manage the procedures and services related to the meeting [2] - Legal opinions will be provided by a law firm to ensure compliance with legal requirements during the meeting [2][4] Group 3 - The proposed amendments to the articles of association include changing the term "supervisory board" to "audit committee" and updating the governance structure accordingly [4][10] - The company aims to protect the rights of shareholders and ensure efficient decision-making during the general meeting [1][2] - The articles of association will be revised to reflect changes in the roles and responsibilities of the board and shareholders [4][10]
兴通股份: 兴通海运股份有限公司章程
Zheng Quan Zhi Xing· 2025-07-03 16:15
General Provisions - The company aims to protect the legal rights of Xingtong Shipping Co., Ltd., its shareholders, and creditors, while adhering to the leadership of the Communist Party of China [2] - The company was established as a joint-stock company in accordance with the Company Law and is registered in Quanzhou, Fujian Province with a unified social credit code [2][3] - The company was approved by the China Securities Regulatory Commission to issue 50 million shares of common stock to the public on February 10, 2022, and was listed on the Shanghai Stock Exchange on March 24, 2022 [2][3] Company Structure - The registered capital of the company is RMB 325 million [3] - The company is a permanent joint-stock company, with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [3] - The company’s articles of association serve as a legally binding document governing the organization and behavior of the company and its stakeholders [3] Business Objectives and Scope - The company's business objective is to create value and pursue excellence by focusing on customer needs and providing safe, efficient, and reliable services [4] - The company is authorized to engage in various activities, including waterway transportation of hazardous goods, domestic ship management, and international shipping services [4] Share Issuance - The company issues shares in the form of stocks, with all shares having equal rights [5] - The total number of shares issued by the company is 325 million, all of which are common shares with a par value of RMB 1 per share [5][6] Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [10][11] - Shareholders are required to comply with laws and regulations, pay their subscribed capital, and not abuse their rights to harm the company or other shareholders [12][13] Party Organization - The company has established a grassroots organization of the Communist Party of China to promote its policies and ensure compliance with party directives [9][10] - The party organization is responsible for educating and managing party members, maintaining discipline, and promoting the rights of the masses [10] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for notifying shareholders and conducting votes [19][20] - Decisions made at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [80][82] Financial Transactions and Guarantees - The company must seek shareholder approval for significant financial transactions, including asset purchases and guarantees exceeding certain thresholds [15][17] - The company is prohibited from providing financial assistance to related parties, ensuring that transactions are conducted fairly and transparently [18]
华人健康: 第五届董事会第十次会议决议公告
Zheng Quan Zhi Xing· 2025-07-03 16:05
Group 1 - The company held its fifth board meeting on June 26, 2025, with 9 directors present, and the meeting was convened by Chairman He Jiale [1] - The board approved the proposal to abolish the supervisory board, transferring its powers to the audit committee of the board [1] - The company will revise its articles of association accordingly and seek authorization from the shareholders' meeting for subsequent registration and filing [1] Group 2 - All proposals presented at the board meeting received unanimous approval with 9 votes in favor, and they will be submitted to the shareholders' meeting for review [2][3][4][5] - The company aims to enhance its governance structure and operational standards by revising relevant governance documents in accordance with applicable laws and regulations [2][5] - The second extraordinary shareholders' meeting is scheduled for July 18, 2025, combining on-site and online voting [6]
华人健康: 安徽华人健康医药股份有限公司章程(2025年7月)
Zheng Quan Zhi Xing· 2025-07-03 16:05
Core Points - The company, Anhui Huaren Health Pharmaceutical Co., Ltd., was established to protect the rights and interests of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [3][4] - The company was registered with a capital of RMB 400.01 million and is a permanent corporation [4][5] - The company issued 60.01 million shares to the public and was listed on the Shenzhen Stock Exchange on March 1, 2023 [3][4] Chapter Summaries General Provisions - The company is established in accordance with the Company Law and other relevant regulations [3] - The legal representative of the company is the chairman, who is responsible for civil activities conducted in the company's name [4][5] - The company operates under the principle of "quality first, integrity-based" [4][5] Business Objectives and Scope - The registered name of the company is Anhui Huaren Health Pharmaceutical Co., Ltd., with its address in Hefei City [4] - The business scope includes drug wholesale, food sales, medical device sales, and various consulting services [4][5] Shares - The company has issued a total of 40.01 million shares, all of which are ordinary shares [6] - The company can provide financial assistance for others to acquire its shares, with a limit of 10% of the total issued capital [6][7] Shareholder and Shareholder Meeting - Shareholders have rights to dividends, attend meetings, and supervise the company's operations [16][19] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [26][27] - Shareholders holding more than 10% of shares can request a temporary meeting [29][30] Voting and Resolutions - Resolutions can be ordinary or special, requiring a majority or two-thirds majority of the voting rights, respectively [79] - The company must ensure that the meeting records are accurate and preserved for at least ten years [41]