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旗滨集团: 旗滨集团2025年第三次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-06-20 12:11
Core Viewpoint - The company is convening its third extraordinary general meeting of shareholders in 2025 to discuss key proposals, including the downward adjustment of the conversion price for its convertible bonds and the remuneration for the board of directors and senior management [1][10]. Group 1: Meeting Details - The extraordinary general meeting will take place on July 4, 2025, at 14:00, with both on-site and online voting options available [1]. - The meeting will be presided over by Chairman Zhang Baizhong, and will include the reading of the meeting agenda, shareholder speeches, voting on proposals, and the announcement of results [1][2]. Group 2: Proposal for Downward Adjustment of Conversion Price - The company proposes to adjust the conversion price of its "Qibin Convertible Bonds" due to the closing price being below 85% of the current conversion price for 15 consecutive trading days [4][9]. - The initial conversion price was set at 13.15 yuan per share, and it has been adjusted multiple times, with the latest adjustment bringing it down to 6.16 yuan per share [5][6]. - The adjustment requires approval from at least two-thirds of the voting rights held by shareholders present at the meeting [10]. Group 3: Remuneration for Directors and Senior Management - The company aims to enhance governance effectiveness and attract international talent by proposing a new remuneration scheme for its board of directors and senior management [12]. - Non-independent directors will have their salaries based on performance evaluations, while independent directors will receive fixed annual allowances [12][13]. - The new remuneration standards will take effect from June 1, 2025, and will be disclosed in the annual report [14].
中国核建: 中国核建董事会议事规则(2025年修订)
Zheng Quan Zhi Xing· 2025-06-20 12:06
中国核工业建设股份有限公司 董事会议事规则 第一章 总则 第一条 为规范中国核工业建设股份有限公司(以下简称"公司")行为, 保证董事会依法行使职权,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》")《上市公司章 程指引》等有关规定以及《中国核工业建设股份有限公司章程》(以下简称"《公 司章程》"),制定本规则。 本规则适用于公司董事会、董事会各专门委员会、董事、董事会秘书及本规 则中涉及的有关部门及人员。 第四条 董事会下设董事会办公室,处理董事会日常事务,董事会秘书或者 证券事务代表兼任董事会办公室负责人,保管董事会和董事会办公室印章。 第五条 公司董事会根据需要设立战略与投资、审计与风险、薪酬与考核、 提名等专门委员会。 专门委员会成员全部由董事组成,审计与风险委员会成员为3名,为不在公 司担任高级管理人员的董事担任,其中独立董事2名,由独立董事中会计专业人 士担任召集人。战略与投资委员会成员为5名,外部董事应当占多数并包含至少1 名独立董事,由董事长担任召集人。提名委员会成员为3名,独立董事应当过半 数,由董事长担任召集人。薪酬与考核委员会成员为 ...
唐人神: 独立董事提名人声明与承诺(张南宁)
Zheng Quan Zhi Xing· 2025-06-20 11:52
Core Viewpoint - The nomination of Mr. Zhang Nanning as an independent director candidate for the 10th Board of Directors of Tangrenshen Group Co., Ltd. has been made after thorough evaluation of his qualifications and independence [1][8]. Summary by Sections Nomination Process - The nomination was based on a comprehensive understanding of the candidate's professional background, education, titles, work experience, and any significant discredit records [1]. - The candidate has agreed in writing to serve as an independent director [1]. Compliance with Regulations - The candidate has passed the qualification review by the 9th Board of Directors' Nomination Committee and has no conflicts of interest that could affect independent performance [1]. - The candidate meets the qualifications and conditions for independent directors as stipulated by the China Securities Regulatory Commission and the Shenzhen Stock Exchange [2][4]. Training and Experience - The candidate has participated in training and obtained relevant certification recognized by the stock exchange [2]. - The candidate possesses basic knowledge related to the operation of listed companies and has over five years of relevant work experience in law, economics, management, accounting, or finance [4][5]. Independence Criteria - The candidate and their immediate family members do not hold positions in the company or its subsidiaries, nor do they hold more than 1% of the company's issued shares [5][6]. - The candidate has not been subject to any disqualifications or penalties that would prevent them from serving as an independent director [6][7]. Commitment and Accountability - The nominator guarantees the truthfulness and completeness of the statements made in the nomination process and accepts legal responsibility for any inaccuracies [8]. - If the candidate's independence is compromised during their tenure, the nominator will report this to the Board and ensure the candidate resigns [8].
雷尔伟: 公司章程(2025年6月)
Zheng Quan Zhi Xing· 2025-06-20 11:36
Core Points - Nanjing Railway New Technology Co., Ltd. was established as a joint-stock company in accordance with Chinese laws, with its registration approved by the China Securities Regulatory Commission on May 18, 2021, and listed on the Shenzhen Stock Exchange on June 30, 2021 [3][4]. - The company's registered capital is RMB 218.4 million (approximately USD 33.5 million) [4]. - The company aims to become a leading supplier in the global rail transit industry, focusing on quality and technology [5]. Company Structure - The company is governed by its articles of association, which serve as a legally binding document for the organization and behavior of the company, shareholders, and management [4]. - The company has a board of directors, supervisors, and senior management, with the chairman serving as the legal representative [4][5]. - Shareholders are entitled to rights and obligations based on their shareholdings, and the company is responsible for its debts with its total assets [4][5]. Business Scope - The company specializes in the research, manufacturing, sales, and technical services of rail transit equipment, electromechanical integration equipment, and related components [5]. - It also engages in the development and sales of new composite materials, railway-specific equipment, and various electronic and mechanical products [5]. Share Issuance and Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1.00 [6]. - The total number of shares issued is 218.4 million, all of which are ordinary shares [6]. - The company has regulations in place for the increase, decrease, and repurchase of shares, which require shareholder approval [7][8]. Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in meetings, and supervise the company's operations [11][12]. - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [13]. - The company has provisions to protect the interests of minority shareholders during significant decisions [29][30]. Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [40][42]. - Shareholder proposals can be submitted by those holding more than 3% of shares, and the company must notify shareholders of meeting details in advance [52][54]. - Voting at shareholder meetings is conducted based on the number of shares held, with provisions for cumulative voting in certain cases [75][76].
苏豪弘业: 苏豪弘业董事会议事规则(2025年拟修订)
Zheng Quan Zhi Xing· 2025-06-20 11:24
General Principles - The rules aim to standardize the board meeting procedures and decision-making processes of Suhao Hongye Co., Ltd. to enhance the effectiveness and scientific decision-making of the board [1] - The board is required to collectively exercise its legal powers and cannot delegate these powers to others [1][2] Board Meeting Convening and Proposals - Board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [2] - The chairman of the board is responsible for convening and presiding over meetings, and if the chairman is unable to perform their duties, a director can be elected to do so [2][3] - Proposals for temporary meetings can be made by shareholders holding more than 10% of voting rights, one-third of the directors, or other specified parties [3] Meeting Agenda and Proposals - Proposals must comply with laws, regulations, and the company's articles of association, and must be submitted in writing [5] - Proposals are divided into report items and resolution items, with report items not requiring a vote [5][6] - Proposals must be submitted to the board affairs department for organization and review before being presented to the board [6] Meeting Procedures and Voting - Meetings require the presence of more than half of the directors to be valid, and notifications must be sent out in advance [6][8] - Directors are expected to attend in person, and if unable, they must submit a written proxy [9] - Voting is conducted by a show of hands or written ballot, with each director having one vote [10][11] Meeting Records and Confidentiality - Accurate and complete meeting records must be maintained, reflecting opinions and voting results [12][13] - The board secretary is responsible for handling the announcement of resolutions in accordance with stock exchange regulations [14] Implementation and Archiving - The chairman is tasked with ensuring the implementation of board resolutions and monitoring their execution [14] - Meeting archives must be preserved for at least ten years, including all relevant documents and records [14]
盈康生命: 董事会议事规则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-20 11:22
General Principles - The purpose of the rules is to standardize the decision-making process of the board of directors and improve corporate governance structure [1] - The rules are based on relevant laws and regulations including the Company Law and Securities Law of the People's Republic of China [1] Composition and Powers of the Board - The board consists of 9 directors, including 3 independent directors and 1 employee representative [2] - The board has the authority to convene shareholder meetings, execute resolutions, decide on business plans, and manage internal structures [2][3] Decision-Making Procedures - The board must establish strict review and decision-making procedures for significant transactions, requiring expert evaluations for major investments [2][3] - Transactions meeting certain thresholds must be submitted for board review and timely disclosure [3][4] Independent Directors - Independent directors are required to hold special meetings to discuss matters such as related party transactions and changes in commitments [5][6] - They have the authority to independently hire intermediaries for audits and consultations [6] Chairman's Responsibilities - The chairman is responsible for the operation of the board and ensuring effective communication with shareholders [7][8] - The chairman has specific powers including presiding over meetings and making emergency decisions [7] Board Committees - The board has established specialized committees including Strategy and ESG, Nomination, Audit, and Compensation Committees [12][18] - Each committee has defined responsibilities and must report to the board for approval [12][18] Meeting Procedures - Board meetings require a majority of directors to be present, with specific rules for related party transactions [20][21] - Minutes of meetings must be recorded, detailing attendance and decisions made [21] Financial and Operational Support - The company provides necessary resources for the board to fulfill its responsibilities [23] - A special fund may be established for board-related expenses, subject to shareholder approval [23] Director Accountability - Directors are accountable for their decisions, with provisions for rewards for outstanding contributions and penalties for violations [47][48] - The rules stipulate that directors must disclose dissenting opinions to avoid liability [48]
盈康生命: 董事、高级管理人员持股管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-20 11:22
General Provisions - The purpose of the management system is to strengthen the management of shares held by the company's directors and senior management, and to clarify management procedures based on relevant laws and regulations [1][2] - Directors and senior management are prohibited from engaging in margin trading with the company's stock [2][5] Information Reporting Regulations - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, and must report personal information to the Shenzhen Stock Exchange within specified timeframes [4][5] - Directors and senior management must ensure the accuracy and timeliness of the information submitted to the Shenzhen Stock Exchange [6] Trading Regulations - Directors and senior management must notify the company secretary in writing before trading the company's stock, and the securities department must verify compliance with disclosure and legal requirements [9][10] - A reduction plan must be reported to the board at least 15 trading days before any share transfer, detailing the number of shares, reasons, and methods for reduction [7][10] Prohibited Trading Periods - Directors and senior management are prohibited from transferring shares under certain conditions, such as within one year of the company's stock listing or within six months after leaving the company [12][13] - Trading is also restricted during specific periods, such as before the announcement of annual or quarterly reports [13] Penalties and Responsibilities - Violations of the trading regulations may result in administrative or criminal liability, and the company must cooperate with relevant authorities [26][27] - Shareholders holding more than 5% of the company's shares must comply with relevant regulations regarding share trading [27] Additional Provisions - The company board holds the interpretation rights of this management system, which takes effect upon approval by the board [29][30]
盈康生命: 董事会薪酬与考核委员会工作细则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-20 11:22
Core Points - The article outlines the establishment and operational guidelines of the Compensation and Assessment Committee of Yinkang Life Science Technology Co., Ltd. to enhance the governance structure and management of director and senior management compensation [1][3][4] Group 1: General Provisions - The Compensation and Assessment Committee is a specialized committee under the board of directors responsible for setting assessment standards and compensation policies for directors and senior management [1][3] - The committee consists of three directors, including two independent directors, and is chaired by an independent director [3][4] Group 2: Responsibilities and Authority - The committee's main responsibilities include formulating compensation plans based on management roles, reviewing performance evaluations, and supervising the execution of compensation policies [3][8] - The committee must submit compensation plans for directors to the board for approval and subsequently to the shareholders' meeting for ratification [4][5] Group 3: Decision-Making Procedures - The committee is required to prepare for decision-making by gathering relevant financial and operational data, including performance metrics and management responsibilities [5][6] - Performance evaluations for directors and senior management involve self-assessments and adherence to established performance standards [6][7] Group 4: Meeting Rules - The committee holds regular meetings at least once a year and can convene temporary meetings as needed, with specific notification requirements [6][7] - Decisions require the presence of at least two-thirds of the committee members, and voting is conducted by a show of hands or through written communication for temporary meetings [7][8] Group 5: Miscellaneous Provisions - The guidelines specify that all meetings must be documented, and members are bound by confidentiality regarding discussed matters [8][8] - The guidelines take effect upon approval by the board and are subject to relevant national laws and regulations [8]
龙旗科技: 上海龙旗科技股份有限公司董事多元化政策(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-06-20 11:15
Core Viewpoint - The draft board diversity policy aims to enhance the governance structure of Shanghai Longqi Technology Co., Ltd. by ensuring diversity in gender, age, nationality, cultural background, education, professional skills, and industry experience among board members [1][2]. Group 1: Policy Objectives - The policy is designed to ensure a balanced and diverse representation on the board, which is seen as a key element for sustainable development and achieving strategic goals [1][2]. - The nomination committee is responsible for reviewing and assessing the composition of the board and making recommendations for new board members, emphasizing the importance of diversity [1][2]. Group 2: Measurable Goals - The identification of board candidates will consider various measurable diversity goals, including gender, age, nationality, cultural background, education, professional experience, skills, and other relevant factors [2]. - The policy outlines specific criteria for evaluating candidates, such as professional qualifications, time commitment, character, integrity, and expected contributions to the board [2]. Group 3: Monitoring and Reporting - The nomination committee will regularly evaluate the effectiveness of the policy and report on the progress of diversity goals, including gender representation on the board [2]. - The policy summary and measurable goals will be disclosed in the company's corporate governance report, with annual reviews of the implementation status [2].
康普顿: 青岛康普顿科技股份有限公司董事会秘书工作规则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-20 11:15
Core Points - The document outlines the rules and responsibilities of the Board Secretary of Qingdao Compton Technology Co., Ltd, emphasizing the importance of compliance with relevant laws and regulations [1][2][3] Section Summaries General Provisions - The company has established a Securities Affairs Department responsible for managing information disclosure, with the Board Secretary overseeing this department [1] - The Board Secretary is a senior management position accountable to the company and the board [1] Qualifications of the Board Secretary - The Board Secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics and relevant work experience [1][2] - Specific disqualifications for the role include recent administrative penalties from the China Securities Regulatory Commission and other serious misconduct [1][2] Responsibilities of the Board Secretary - The Board Secretary is responsible for managing information disclosure, including external communication and compliance with disclosure regulations [1][2] - Additional duties include managing investor relations, coordinating with regulatory bodies, and ensuring compliance with capital market strategies [2][3] Appointment and Dismissal of the Board Secretary - The company must appoint a new Board Secretary within three months of a vacancy and must submit relevant materials to the Shanghai Stock Exchange prior to the appointment [3][4] - The Board Secretary can be dismissed for specific reasons, including failure to perform duties or serious errors leading to significant losses [8][9] Other Provisions - The company must ensure the Board Secretary participates in ongoing training organized by the stock exchange [9] - The rules are subject to interpretation and modification by the company's board and must comply with existing laws and regulations [9]