公司章程修订

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宁波精达: 宁波精达成形装备股份有限公司章程对照表
Zheng Quan Zhi Xing· 2025-08-18 12:18
宁波精达成形装备股份有限公司 章程修订对照表 宁波精达成形装备股份有限公司(以下简称公司)根据《公司法》 (2023 修订)、 《上市公司章程指引(2025 修订)》 、《上市公司治理准则》、 《上海证券交易所股票上市规则(2025 年 4 月修订)》 《上海证券交易 所上市公司自律监管指引第 1 号——规范运作(2025 年 5 月修订)》 等相关法律、法规、规范性文件的最新规定,同时结合公司自身实际 情况,现对《公司章程》进行了系统性的梳理和修订。具体修订情况 如下(注:下文黑色部分为修订内容) 修订后章程(结合新公司法、上市公司 修订前章程 章程指引(2025)等相关法律及规定) 第一章 总则 第一章 总则 第二章 经营宗旨和范围 第二章 经营宗旨和范围 第三章 股份 第三章 股份 第一节 股份发行 第一节 股份发行 第二节 股份增减和回购 第二节 股份增减和回购 第三节 股份转让 第三节 股份转让 第四章 股东和股东大会 第四章 股东和股东会 第一节 股东 第一节 股东的一般规定 第二节 股东大会的一般规定 第二节 控股股东和实际控制人 第三节 股东大会的召集 第三节 股东会的一般规定 第四节 股东大 ...
引力传媒: 引力传媒:关于取消监事会并修订《公司章程》及制定、修订部分治理制度的公告
Zheng Quan Zhi Xing· 2025-08-18 12:09
Group 1 - The company has decided to abolish the supervisory board and amend its articles of association, with the audit committee of the board taking over the supervisory functions [2][3] - The decision is based on relevant laws and regulations, including the Company Law of the People's Republic of China and the rules of the Shanghai Stock Exchange [2][3] - The amendments to the articles of association include changes to terminology, such as replacing "supervisor" with "audit committee member," and the removal of references to the supervisory board [2][3][4] Group 2 - The revised articles of association will ensure the protection of the rights and interests of shareholders, employees, and creditors while regulating the company's organization and behavior [3][4] - The company will continue to maintain an internal supervision mechanism despite the cancellation of the supervisory board [2][3] - The amendments also include provisions for the responsibilities and rights of shareholders, ensuring equal rights for shareholders holding the same class of shares [15][18]
国电电力: 国电电力八届三十八次董事会决议公告
Zheng Quan Zhi Xing· 2025-08-18 10:19
Group 1 - The company held its 38th board meeting on August 15, 2025, with 8 directors present, and all resolutions were passed unanimously [1] - The board approved a cash dividend plan for the next three years (2025-2027), which will be submitted for shareholder approval [1] - The board also approved the profit distribution plan for the first half of 2025, which will be submitted for shareholder approval [1] - The company’s half-year report and summary for 2025 were approved and will be published [1] - Amendments to the company's articles of association and related rules were approved, which will also be submitted for shareholder approval [1] - The board approved revisions to the board's authorization management measures and decision-making responsibility list [1] - A continuous risk assessment report for the National Energy Group Financial Company was approved [1] - The company announced the convening of the second extraordinary general meeting of shareholders in 2025 [1] Group 2 - The green power ETF, tracking the China Securities Green Power Index, has seen a recent increase in shares and a net inflow of funds [4] - The ETF's recent five-day performance showed a slight increase of 0.27% with a price-to-earnings ratio of 16.64 times [4]
福建圣农发展股份有限公司2025年半年度报告摘要
Shang Hai Zheng Quan Bao· 2025-08-17 18:25
Core Viewpoint - The company has approved its 2025 semi-annual report and various governance changes, including the cancellation of the supervisory board and the revision of internal governance systems and dividend policies [6][8][24]. Company Overview - The company is named Fujian Shennong Development Co., Ltd. and is listed under the stock code 002299 [5]. - The company held its seventh board meeting on August 15, 2025, to discuss and approve the semi-annual report and other governance matters [5][16]. Financial and Governance Decisions - The board approved the 2025 semi-annual report with a unanimous vote of 9 in favor, indicating that the report accurately reflects the company's financial status [6][17]. - The company will not distribute cash dividends or issue bonus shares for the reporting period [2]. - The company plans to revise its articles of association to eliminate the supervisory board, transferring its responsibilities to the audit committee of the board [8][24]. - The company has proposed a new three-year dividend return plan for 2025-2027, which is pending approval at the upcoming shareholder meeting [10][21]. Asset Management - The company has decided to recognize an asset impairment provision totaling 84.54 million yuan for the first half of 2025, which aims to provide a fair representation of its financial condition [11][21]. Upcoming Shareholder Meeting - A second extraordinary general meeting of shareholders is scheduled for September 3, 2025, to vote on the proposed governance changes and dividend plan [13][14].
武汉凡谷电子技术股份有限公司2025年半年度报告摘要
Shang Hai Zheng Quan Bao· 2025-08-17 18:18
Group 1 - The company will not distribute cash dividends or issue bonus shares during the reporting period [3] - The company approved an investment of RMB 100 million in Wuhan Guangju Microelectronics Co., Ltd. on March 12, 2025 [5] - The company has not changed its controlling shareholder or actual controller during the reporting period [5] Group 2 - The company held its 11th meeting of the 8th Board of Directors on August 15, 2025, where the 2025 semi-annual report was approved [8][9] - The company plans to propose several amendments to its articles of association and governance rules at the upcoming shareholder meeting [10][11][12] - The company will hold its first extraordinary general meeting of 2025 on September 2, 2025 [49] Group 3 - The company plans to recognize an asset impairment provision totaling RMB 56.12 million for the first half of 2025 [30] - The asset impairment provision is based on a comprehensive review of receivables, other receivables, and inventory [30][31] - The provision will positively impact the company's net profit by approximately RMB 6.30 million after tax [31] Group 4 - The company will revise its rules regarding the management of related party transactions and independent directors [13][15] - The company will also amend its fundraising management system and the remuneration management method for directors and senior management [17][18] - The company has proposed to increase its credit limit with banks to RMB 490 million for operational needs [20]
武汉凡谷: 公司章程修订对照表(2025年8月)
Zheng Quan Zhi Xing· 2025-08-17 08:15
Group 1 - The company has revised its articles of association to enhance the protection of shareholders and creditors' rights and to standardize its organizational behavior [1][4][5] - The term "shareholders' meeting" has been changed to "shareholders' assembly" in the revised articles [1][4] - The representation of the supervisory board and supervisors has been removed from the articles [1][4] Group 2 - The legal representative of the company will be elected by a majority of the board of directors [2][3] - The legal representative will bear the legal consequences of civil activities conducted in the company's name [3][5] - The company will assume civil liability for damages caused by the legal representative while performing their duties [5][6] Group 3 - The company's total share capital is 683,285,806 shares, all of which are ordinary shares [11][12] - The company has established a mechanism for financial assistance to acquire its own shares, with a limit of 10% of the total issued capital [11][12] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [12][14] Group 4 - The company has provisions for repurchasing its shares under specific circumstances, such as capital reduction or mergers [15][26] - The company must follow legal and regulatory requirements when repurchasing shares and must disclose relevant information [15][26] - The company cannot accept its own shares as collateral [27][28] Group 5 - The company has established rules for the rights and obligations of shareholders, including the right to dividends and participation in meetings [20][21] - Shareholders are required to comply with laws and the company's articles of association [27][38] - The company has mechanisms for shareholders to request information and participate in decision-making processes [22][23]
武汉凡谷: 半年报董事会决议公告
Zheng Quan Zhi Xing· 2025-08-17 08:06
Meeting Overview - The 11th meeting of the 8th Board of Directors of Wuhan Fangu Electronics Technology Co., Ltd. was held on August 15, 2025, with all 8 directors present [1][2] - The meeting was chaired by Chairman Jia Xiongjie and complied with the relevant laws and regulations [1] Resolutions Passed - The board approved the proposal for the 2025 semi-annual asset impairment provision, which was reviewed by the audit committee [2] - The company plans to amend its articles of association to eliminate the supervisory board and transfer its powers to the audit committee [2][3] - The revised articles of association will take effect after approval at the 2025 first extraordinary general meeting [2][3] Governance Changes - The supervisory board will cease to function, and the rules governing the supervisory board will be abolished following the approval of the revised articles [3] - The company will rename and revise the "Shareholders' Meeting Rules" and "Board Meeting Rules" [4][5] - The independent director work system will also be revised [5][6] Financial Matters - The board approved a total credit line of RMB 490 million from various banks for working capital and other financial needs [7] - The detailed breakdown of the credit line includes amounts from several banks, with the largest being RMB 160 million from Minsheng Bank [7] Board Composition - Wang Bo has been nominated as a candidate for the board of directors to fill a vacancy left by a resigning director [7][8] - Wang Bo has extensive experience in software development and technology management, having joined the company in 2001 [8][9]
上海新通联包装股份有限公司2025年半年度报告摘要
Shang Hai Zheng Quan Bao· 2025-08-15 19:25
Core Points - The company held its fifth board meeting on August 15, 2025, where several important resolutions were passed, including the approval of the 2025 semi-annual report and the proposal for a bank credit facility [4][9][30]. Group 1: Company Overview - The company is Shanghai Xintonglian Packaging Co., Ltd., with the stock code 603022 [4]. - The board of directors and senior management guarantee the authenticity, accuracy, and completeness of the report [1][4]. Group 2: Financial Data - The company plans to apply for a total credit facility of up to RMB 200 million to optimize fund allocation and improve financial efficiency [9][28]. - The credit facility will be available for various financial operations, including working capital loans and bank acceptance bills [28]. Group 3: Governance and Compliance - The company revised its articles of association and related governance systems to enhance operational standards and governance structure [7][26]. - The revisions include changes to the legal representative's definition and shareholder rights regarding access to company information [21][24]. Group 4: Compensation Plans - A new compensation plan for the board of directors and senior management was proposed, including a director's allowance of RMB 200,000 per year for independent directors [30][32]. - The compensation for senior management will consist of fixed and variable components based on performance [32]. Group 5: Shareholder Meeting - The company will hold its second extraordinary general meeting on September 2, 2025, to discuss the approved resolutions [34][35]. - The meeting will utilize both on-site and online voting systems for shareholder participation [35][36].
和辉光电: 上海和辉光电股份有限公司关于调整公司于H股发行上市后适用的《公司章程(草案)》及相关议事规则(草案)的公告
Zheng Quan Zhi Xing· 2025-08-15 16:36
Core Viewpoint - The company, Shanghai Hehui Optoelectronics Co., Ltd., has announced adjustments to its Articles of Association and related rules following its H-share issuance and listing on the Hong Kong Stock Exchange, including the abolition of the supervisory board and the transfer of its powers to the audit committee of the board [1][3]. Summary by Sections Company Articles of Association Adjustments - The company has revised its Articles of Association to reflect the legal binding nature of the document for shareholders, directors, and senior management, allowing shareholders to sue the company and vice versa [3][4]. - The company will adopt a system of registered shares, with specific naming conventions for shares with restricted voting rights [3][4]. Capital Increase and Share Repurchase - The company can increase its capital through various methods, including issuing shares to unspecified objects and distributing bonus shares to existing shareholders [4][5]. - The company can repurchase its shares through public centralized trading or other legally recognized methods, with specific conditions for different scenarios of share repurchase [5][6]. Shareholder Rights - Shareholders are entitled to dividends, participate in shareholder meetings, and supervise the company's operations, among other rights [12][13]. - The company must ensure that all shareholders are treated fairly and that their legal rights are protected [14]. Board and Shareholder Meeting Procedures - The board of directors is responsible for convening shareholder meetings and must provide timely notifications regarding meeting details and proposals [18][19]. - Shareholders holding a significant percentage of shares can request the convening of temporary shareholder meetings under certain conditions [18][19]. Compliance and Responsibilities - The company’s controlling shareholders and actual controllers must adhere to regulations regarding the protection of the company and other shareholders' rights [15][16]. - The company is obligated to disclose information and comply with relevant laws and regulations regarding shareholder rights and corporate governance [15][16].
国际实业: 第九届董事会第七次会议决议公告
Zheng Quan Zhi Xing· 2025-08-15 16:36
Meeting Overview - The 7th meeting of the 9th Board of Directors of Xinjiang International Industry Co., Ltd. was held on August 14, 2025, with all 7 directors present [1] Resolutions Passed - The board approved the extension of the validity period for the resolution on issuing shares to specific targets, with 5 votes in favor and 2 abstentions [1] - The board approved the proposal to extend the authorization for the board to handle matters related to issuing shares to specific targets, with unanimous support of 7 votes [2] - The board approved amendments to the Articles of Association to enhance corporate governance and compliance with relevant laws, with unanimous support of 7 votes [2] - The board approved amendments to the Rules of Procedure for Shareholders' Meetings, with unanimous support of 7 votes [3] - The board approved amendments to the Rules of Procedure for Board Meetings, with unanimous support of 7 votes [3] - The board approved amendments to the Implementation Rules for Special Committees of the Board, with unanimous support of 7 votes [3] - The board approved amendments to the Insider Information Knowledge Person Registration Management System, with unanimous support of 7 votes [4] - The board approved amendments to the Information Disclosure Management System, with unanimous support of 7 votes [4] - The board approved amendments to the Major Information Internal Reporting System, with unanimous support of 7 votes [5] - The board approved amendments to the Internal Audit System, with unanimous support of 7 votes [5] - The board approved the establishment of a Director Departure Management System, with unanimous support of 7 votes [5] - The board approved the proposal to hold the second temporary shareholders' meeting of 2025, with unanimous support of 7 votes [5] Documentation - The resolutions from the 7th meeting of the 9th Board of Directors and the independent directors' special meeting resolutions are available for review [6]