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御银股份: 董事会薪酬与考核委员会工作细则(2025年修订)
Zheng Quan Zhi Xing· 2025-07-02 16:36
薪酬与考核委员会工作细则 第二条 董事会薪酬与考核委员会(以下简称"委员会")是董事会设立的专门 工作机构,对董事会负责。 第二章 人员组成 第三条 委员会应由三名董事组成,其中独立董事占多数。 第六条 委员任期与同届董事会董事任期一致。委员任期届满,连选可以连任。 期间如有委员不再担任公司董事职务,自动失去委员资格,并由董事会根据上述第 三条至第五条规定补足委员人数。 广州御银科技股份有限公司董事会 薪酬与考核委员会工作细则 第一章 总 则 第一条 为完善公司治理结构,建立健全公司董事和高级管理人员的考核和薪酬 管理制度,根据《中华人民共和国公司法》《上市公司治理准则》《广州御银科技 股份有限公司章程》(以下简称"《公司章程》")、《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》《上市公司独立董事管理办法》及 其它有关规定,制定本工作细则。 第四条 委员由董事长、二分之一以上独立董事或者全体董事的三分之一提名, 并由董事会选举产生并任命。 第五条 委员会设主任委员(召集人)一名,由独立董事委员担任,负责主持委 员会工作。主任委员由董事会在委员会成员内直接选举产生。 第七条 公司人事行政 ...
ST广物: 广汇物流股份有限公司董事会薪酬与考核委员会实施细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-02 16:25
Core Points - The document outlines the implementation rules for the remuneration and assessment committee of Guanghui Logistics Co., Ltd, aiming to enhance the governance structure and management of executive compensation [1][2][4] - The remuneration and assessment committee is responsible for establishing assessment standards for directors and senior management, as well as reviewing and formulating compensation policies [1][4][5] Group 1: Committee Structure - The remuneration and assessment committee consists of three directors, with a majority being independent directors [2] - The committee is chaired by an independent director, elected by the committee members [2] - The term of the committee aligns with that of the board of directors, allowing for re-election [2] Group 2: Responsibilities and Authority - The committee is tasked with developing assessment standards and compensation policies for directors and senior management, including stock incentive plans and other related matters [4][5] - Any compensation plans proposed by the committee must be approved by the board and submitted for shareholder review before implementation [5][6] - The board has the authority to reject any compensation plans that may harm shareholder interests [5] Group 3: Assessment Procedures - The human resources department is responsible for preparing necessary materials for the committee's decision-making process [6][7] - The assessment process includes self-evaluation by directors and senior management, followed by performance evaluations conducted by the committee [7][8] - The committee proposes compensation amounts and reward methods based on performance evaluation results, which are then submitted to the board for approval [7][8] Group 4: Meeting Rules - Meetings of the committee can be convened by the chair or upon the proposal of two committee members, and can be held in person or via communication methods [8][10] - A quorum of two-thirds of the committee members is required for meetings, and decisions must be approved by a majority [10][11] - The committee may invite directors and senior management to attend meetings when necessary [11][12]
争光股份: 董事会审计委员会实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-02 16:25
Core Points - The article outlines the implementation rules for the Audit Committee of Zhejiang Zhangguang Industrial Co., Ltd, aimed at enhancing the board's decision-making and supervision over management [1][2] - The Audit Committee is established as a specialized working body under the board, responsible for communication, supervision, and verification of internal and external audits [1][2] Committee Composition - The Audit Committee consists of three directors who are not senior management, including at least two independent directors, with one being a professional in accounting [3] - Committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [3][4] Committee Responsibilities - The Audit Committee exercises the powers of the supervisory board as defined by the Company Law, including reviewing financial information and overseeing internal controls [3][4] - It must approve certain matters by a majority before submission to the board, such as financial reports, hiring or firing of auditors, and changes in accounting policies [3][4] Meeting Procedures - The Audit Committee holds regular meetings at least quarterly and can convene temporary meetings as needed, requiring a two-thirds attendance for decisions [5][6] - Meeting records must be accurate and reflect the opinions of attendees, and decisions must be reported to the board in writing [7][8] Internal Audit Oversight - The internal audit department assists the Audit Committee and is responsible for preparing materials and reports on audit findings [4][5] - The Audit Committee supervises the internal audit department's work and ensures compliance with internal audit plans [4][5]
爱迪特: 公司章程
Zheng Quan Zhi Xing· 2025-07-02 16:25
Core Points - Aidite (Qinhuangdao) Technology Co., Ltd. has transitioned from a limited liability company to a joint-stock company, with its registration completed in Qinhuangdao [2][3] - The company has received approval from the China Securities Regulatory Commission to issue 19,029,382 shares, which will be listed on the Shenzhen Stock Exchange on June 26, 2024 [3][4] - The registered capital of the company is RMB 106.564537 million [3][4] Company Structure - The company is a permanent joint-stock entity, with the board of directors acting as the legal representative [3][4] - The legal representative's civil activities bind the company, and the company is liable for any damages caused by the legal representative in the course of their duties [3][4] - Shareholders are only liable for the company's debts to the extent of their subscribed shares, while the company is liable for its debts with its total assets [3][4] Business Objectives and Scope - The company's business objective is to enhance economic cooperation and technological exchange, improve product quality, and develop new products to increase competitiveness in the international market [4][5] - The business scope includes research and development of new materials, manufacturing and sales of special ceramic products, metal products, refractory materials, and various technology services [4][5] Share Issuance and Management - The company issues shares in the form of stocks, with equal rights for each share of the same category [6][7] - The total number of shares issued at the establishment of the company is 49,682,900, with a par value of RMB 1 per share [6][7] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise company operations, and transfer their shares according to legal provisions [12][13] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [16][17] - The company must maintain transparency and provide necessary conditions for shareholders to exercise their rights [12][13] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting, which is the highest authority [19][20] - Decisions regarding significant matters such as capital changes, mergers, and amendments to the articles of association require shareholder approval [32][33] - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year [20][21]
爱迪特: 董事会战略委员会实施细则
Zheng Quan Zhi Xing· 2025-07-02 16:25
爱迪特(秦皇岛)科技股份有限公司 第一章 总则 第一条 为适应公司战略发展需要,增强公司核心竞争力,确定公司发展规 划,健全投资决策程序,加强决策科学性,提高重大投资决策的效益和决策的质 量,完善公司治理结构,根据《中华人民共和国公司法》和公司章程等规定,参 照《上市公司治理准则》,制定本实施细则。 第二条 董事会战略委员会是董事会按照股东会决议设立的专门工作机构, 主要负责对公司长期发展战略和重大投资决策进行研究并提出建议。 第二章 人员组成 第三条 战略委员会由三名董事组成,其中应至少包括一名独立董事。 第四条 战略委员会委员由董事长、二分之一以上独立董事或者全体董事的 三分之一提名,并由董事会选举产生。 第五条 战略委员会设主任委员(召集人)一名,建议由董事长担任,负责 主持委员会工作。 第六条 战略委员会任期与董事会任期一致,委员任期届满,连选可以连任。 期间如有委员不再担任公司董事职务,自动失去委员资格,并由委员会根据上述 规定补足委员人数。 第七条 战略委员会可以下设工作小组。 第三章 职责权限 第八条 战略委员会的主要职责权限: (一)对公司长期发展战略规划进行研究并提出建议: (二)对规定须经 ...
豪鹏科技: 关于修订《公司章程》、部分治理制度并办理工商登记的公告
Zheng Quan Zhi Xing· 2025-07-02 16:25
Summary of Key Points Core Viewpoint The company, Shenzhen Haopeng Technology Co., Ltd., has revised its articles of association and related governance documents to enhance corporate governance and comply with relevant laws and regulations. Group 1: Revision of Company Governance Documents - The company has revised its articles of association and related governance documents, including the rules for shareholder meetings and board meetings [1][2][3] - The revisions aim to protect the legal rights of shareholders, employees, and creditors while standardizing the company's organizational behavior [1][3] - The company’s registered capital remains at 80,610,011 RMB [4][6] Group 2: Shareholder Rights and Responsibilities - Shareholders are entitled to rights such as profit distribution, attending meetings, and supervising company operations [18][34] - Shareholders must comply with laws and the company's articles of association, and they cannot misuse their rights to harm the company or other shareholders [38][39] - The company’s shares can be transferred according to legal regulations, and shareholders must report any pledges of their shares [16][39] Group 3: Board and Shareholder Meeting Procedures - The company’s board of directors is responsible for convening shareholder meetings and must provide written feedback on requests for meetings within ten days [31][35] - The company can hold annual and temporary shareholder meetings, with specific conditions under which temporary meetings can be called [48][49] - Decisions made at shareholder meetings require a certain quorum and majority to be valid [20][26]
ST广物: 广汇物流股份有限公司董事和高级管理人员离职管理制度(2025年7月制定)
Zheng Quan Zhi Xing· 2025-07-02 16:25
Core Points - The document outlines the management system for the resignation of directors and senior management at Guanghui Logistics Co., Ltd, aiming to enhance corporate governance stability and protect shareholder rights [2][6] - The system applies to all directors and senior management, covering various resignation scenarios including voluntary resignation, term expiration, dismissal, and replacement [2][3] Chapter Summaries General Provisions - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange Listing Rules [2] - It is applicable to all directors and senior management of the company [2] Conditions for Resignation - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [3] - Senior management can also resign early, with the resignation effective upon the board's receipt of the resignation report [3] - If a director or senior management member is dismissed or replaced before their term ends, the decision takes effect immediately upon the board or shareholders' resolution [3] Responsibilities and Obligations After Resignation - Resigning directors and senior management must complete all handover procedures within five days of their resignation or within a timeframe specified by the company [4] - They are required to cooperate with the company during exit audits and must not refuse to provide necessary documents [4] - Obligations regarding confidentiality and loyalty to the company remain in effect after resignation for a reasonable period as defined in the company’s articles [4][5] Accountability Mechanism - The board will review any breaches of obligations by resigning directors or senior management and may pursue compensation for direct losses and expected benefits [6] - Individuals can appeal the board's accountability decisions within 15 days of notification [6]
均瑶健康: 湖北均瑶大健康饮品股份有限公司章程(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-02 16:25
Core Points - The company is established to protect the rights and interests of shareholders and creditors, and to regulate its organization and behavior according to relevant laws [3] - The company was formed by the restructuring of Juneyao Group Dairy Co., Ltd. and is registered in Yichang City with a registered capital of RMB 430 million [4][5] - The company focuses on the health beverage industry, aiming to become a leader in this sector in China while providing satisfactory services to customers and maximizing value for shareholders [13] Company Structure - The company has a registered capital of RMB 430 million and is a permanent corporation [4][5] - The company’s shares are issued in the form of stocks, with each share having a par value of RMB 1 [16] - The company’s total shares amount to 43 million, with major shareholders including Juneyao Group holding 32.5 million shares (65%) [19] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares [33] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [39] - The company’s major shareholders and actual controllers must not harm the interests of the company or its public shareholders [40] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the fiscal year [45] - Shareholder meetings can be called by the board of directors or by shareholders holding more than 10% of shares [51] - Decisions made at shareholder meetings require a majority or two-thirds majority vote depending on the type of resolution [78][80] Financial and Operational Governance - The company must seek shareholder approval for significant transactions, including those exceeding 30% of the latest audited total assets [14][17] - The company is required to maintain accurate records of shareholder meetings, including attendance and voting results [29][30] - The company must ensure compliance with legal and regulatory requirements during shareholder meetings and transactions [48][49]
绿城水务: 广西绿城水务股份有限公司2025年第一次临时股东大会会议材料
Zheng Quan Zhi Xing· 2025-07-02 16:15
Core Viewpoint - The company is proposing significant changes including a name change, relocation of its registered address, adjustments to its business scope, the cancellation of the supervisory board, and amendments to its articles of association to enhance governance and align with new legal requirements [4][6]. Group 1: Meeting Procedures - The meeting will ensure the protection of shareholders' rights and maintain order and efficiency [1]. - Shareholders must present valid identification to attend the meeting and will not have voting rights if they arrive after registration closes [2]. - Voting will be conducted through a combination of on-site and online methods, with each share granting one vote [3]. Group 2: Proposed Changes - The company plans to change its name from "Guangxi Greentown Water Co., Ltd." to "Guangxi Greentown Water Group Co., Ltd." and relocate its registered address [4]. - The name change aims to better reflect the company's strategic direction and enhance its market image [5]. - The supervisory board will be abolished, with its responsibilities transferred to the audit committee of the board [5][7]. Group 3: Governance Modifications - The company intends to amend several governance documents to align with the new legal framework and improve operational standards [6][7]. - Specific changes include the removal of references to the supervisory board in various governance documents and updates to the definitions and procedures related to shareholder meetings and fundraising [7][8]. - The revised governance documents will be made available on the Shanghai Stock Exchange website following the name change registration [9].
海汽集团: 海汽集团2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-02 16:15
海南海汽运输集团股份有限公司(股票代码:603069)2025 年第二次临时股东大会会议资料 海南海汽运输集团股份有限公司 海南海汽运输集团股份有限公司(股票代码:603069)2025 年第二次临时股东大会会议资料 一、海南海汽运输集团股份有限公司 2025 年第二次临时股东 大会会议须知 ··················· 3 二、海南海汽运输集团股份有限公司 2025 年第二次临时股东 大会会议议程 ··················· 5 三、海南海汽运输集团股份有限公司 2025 年第二次临时股东 大会审议议案 ··················· 7 (一)关于取消监事会并修订《公司章程》的议案 ··· 7 (二)关于增补公司董事的议案 ·········· 53 海南海汽运输集团股份有限公司(股票代码:603069)2025 年第二次临时股东大会会议资料 海南海汽运输集团股份有限公司 为了维护全体股东的合法权益,确保股东大会的正常秩 序和议事效率,保证大会的顺利进行,根据中国证监会发布 的《上市公司股东大会规则》、《海南海汽运输集团股份有 限公司章程》和《海南海汽运输集团股份有限公司股东 ...