公司章程修订
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兴欣新材: 半年报董事会决议公告
Zheng Quan Zhi Xing· 2025-08-26 16:13
Group 1 - The board meeting of Shaoxing Xingxin New Materials Co., Ltd. was held on August 26, 2025, with all 7 directors present, and the meeting complied with relevant laws and regulations [1] - The board approved the 2025 semi-annual report, confirming that the report accurately reflects the company's financial status and operational results, with no false statements or omissions [1][2] - The board reviewed the use of raised funds, confirming compliance with regulations and no misuse of funds, as detailed in the special report on the use of raised funds [2][3] Group 2 - The company decided to amend its articles of association, eliminating the supervisory board and transferring its powers to the audit committee of the board [2][3] - The board proposed to authorize management to adjust the articles of association based on regulatory requirements and to handle all necessary registration changes [3] - The board also revised 22 internal governance documents to enhance operational mechanisms and governance standards [3][4] Group 3 - The company plans to hold the third extraordinary general meeting of shareholders on September 11, 2025, at its headquarters in Shaoxing [5]
华兰股份: 董事会决议公告
Zheng Quan Zhi Xing· 2025-08-26 16:13
Group 1 - The board of directors of Jiangsu Hualan Pharmaceutical New Materials Co., Ltd. held its fourth meeting of the sixth session on August 15, 2025, with all nine directors present, ensuring compliance with relevant laws and regulations [1] - The board approved the annual report and its summary, with detailed content available on the company's disclosure platform [1][2] - The board also approved a special report on the use of raised funds, which was reviewed by the audit committee [2][3] Group 2 - The board authorized the core management team to handle changes related to the raised funds account, including the cancellation and opening of accounts [3] - A temporary shareholders' meeting is scheduled for September 15, 2025, to discuss various proposals, including changes to the company's registered capital and amendments to the articles of association [2][3] - The company aims to improve the efficiency of fund usage by transferring the balance of raised funds to a different bank account [2][3]
兴欣新材: 关于召开2025年第三次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-26 16:13
Meeting Information - The company will hold its third extraordinary general meeting of shareholders on September 11, 2025, at 14:00 [1] - Network voting will be available on the same day from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 through the Shenzhen Stock Exchange trading system [1][2] Voting Procedures - Shareholders can choose either on-site voting or network voting, but not both; if duplicate votes occur, the first valid vote will be counted [2] - All ordinary shareholders registered by the end of the registration date are entitled to attend and vote at the meeting [2][4] Agenda Items - The meeting will discuss several proposals, including amendments to the company's articles of association and the management system for related party fund occupation [3] - Proposals 1.00, 2.01, and 2.02 require a special resolution, needing more than two-thirds of the voting rights to pass, while other proposals require a simple majority [3] Voting Rights and Counting - Votes from small investors will be counted separately, and the results will be disclosed in the meeting resolution announcement [4] - The voting process will follow specific guidelines, and shareholders must provide necessary identification for registration [4][6] Contact Information - For inquiries, shareholders can contact the company via phone or email, with specific contact details provided [4]
湖南科力远新能源股份有限公司发布章程修订稿,明确多项核心要点
Xin Lang Cai Jing· 2025-08-26 14:56
Core Viewpoint - Hunan Keli Yuan New Energy Co., Ltd. has released a revised company charter that details various aspects of the company's organization, shareholder rights, and management practices [1][15]. Company Basic Information - Hunan Keli Yuan New Energy Co., Ltd. was approved by the Hunan Provincial People's Government and listed on the Shanghai Stock Exchange on September 18, 2003. The registered capital is RMB 1,665,540,916 [2]. - The company is located in the Hunan Province, with all assets divided into equal shares, and shareholders are liable for the company only to the extent of their shares [2]. Business Purpose and Scope - The company's mission is to promote national development through education and technology, enhancing the level of the new energy materials industry in China and revitalizing national industry. Its business scope includes research, development, production, and sales of new materials and new energy, as well as related technical consulting services [3]. Share Capital Regulations - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice. The total number of shares is 1,665,540,916, all of which are ordinary shares [4]. Share Issuance and Repurchase - The company can increase capital through public or private share issuance and can also reduce registered capital. Under specific circumstances, the company may repurchase its shares through various methods, including centralized bidding on the stock exchange [5]. Share Transfer Restrictions - Shares can be transferred legally, but the founding shareholders cannot transfer their shares within one year from the company's establishment. Directors, supervisors, and senior management can only transfer up to 25% of their shares annually during their tenure and cannot transfer shares within six months after leaving [6]. Shareholder Rights and Obligations - Shareholders have the right to receive dividends, participate in shareholder meetings, and exercise voting rights, while also being obligated to comply with laws and the company charter [7]. Shareholder Meeting Authority and Convening - The shareholder meeting is the company's authority body, responsible for deciding on business policies and electing directors and supervisors. Annual meetings are held once a year, while temporary meetings are convened within two months under specific circumstances [8]. Shareholder Meeting Proposals and Voting - Proposals can be made by the board of directors, the supervisory board, or shareholders holding 3% or more of the voting shares. Resolutions require a simple majority for ordinary resolutions and a two-thirds majority for special resolutions [9]. Board of Directors and Supervisory Board - The board consists of seven directors, including one chairman and one vice-chairman, responsible for convening shareholder meetings and executing resolutions [11]. - The supervisory board comprises three supervisors, with at least one-third being employee representatives, responsible for reviewing regular reports and checking financials [12]. Financial Accounting and Profit Distribution - The company establishes a financial accounting system in accordance with laws and regulations, submitting annual, semi-annual, and quarterly financial reports [13]. - Profit distribution is prioritized in cash, with a minimum of 10% of distributable profits allocated annually or at least 30% of the average annual distributable profits over the last three years [14]. Mergers, Divisions, Dissolution, and Liquidation - The company can merge through absorption or new establishment, and assets are divided accordingly during a division. The company may dissolve for various reasons, requiring the establishment of a liquidation group [15].
江苏天瑞仪器2025年8月修订公司章程,多项重要条款调整
Xin Lang Cai Jing· 2025-08-26 14:55
Core Viewpoint - Jiangsu Tianrui Instrument Co., Ltd. has revised its articles of association to enhance corporate governance and clarify the rights and responsibilities of shareholders and management [1] Shareholder Rights and Corporate Governance Improvement - The revised articles emphasize the protection of the legal rights of the company, shareholders, employees, and creditors, based on relevant laws and regulations [2] - New provisions regarding the legal representative of the company have been added, specifying that the chairman of the board serves as the legal representative, with clear procedures for appointment and resignation [2] - Shareholder rights and obligations have been further detailed, providing clearer guidelines for accessing company information [2] Share Issuance and Capital Operations Adjustment - The principle of share issuance has been changed from "same type" to "same category," with the total number of shares specified as 495,511,725, all of which are ordinary shares in RMB [3] - The regulations regarding financial assistance for acquiring shares have been revised, allowing the company to provide financial assistance up to 10% of the total issued share capital, subject to board approval [3] Changes in Shareholder and Board Authority - Significant adjustments have been made to the powers of the shareholder meeting and the board of directors, with the term "shareholders' meeting" standardized to "shareholder meeting" [4] - The board's authority over external investments and asset acquisitions has been clarified, with specific requirements for reviewing and disclosing different types of transactions [4] Detailed Regulations for Directors and Senior Management - The qualifications and obligations of directors and senior management have been specified more rigorously, including conditions under which individuals cannot serve as directors [5] - Directors are required to fulfill multiple duties of loyalty and diligence, with any income from violations reverting to the company, and they are liable for any losses incurred [5] Other Important Amendments - The profit distribution policy emphasizes continuity and stability while balancing the interests of all parties, with detailed procedures for adjusting profit distribution [6] - New provisions regarding internal auditing have been introduced, outlining the responsibilities and workflow of the internal audit department, with the audit committee playing a crucial role [6] - Regulations concerning company mergers, divisions, dissolutions, and liquidations have also been improved [6]
深圳市捷顺科技实业股份有限公司2025年8月修订章程要点披露
Xin Lang Cai Jing· 2025-08-26 14:21
Core Viewpoint - Shenzhen Jieshun Technology Industrial Co., Ltd. has revised its articles of association as of August 2025, clarifying various aspects of its organizational structure, management, and share-related matters [1] Company Basic Information - Shenzhen Jieshun Technology Industrial Co., Ltd. was registered on June 17, 1992, and transformed into a joint-stock company on April 29, 2007. It was listed on the Shenzhen Stock Exchange on August 15, 2011, with an initial public offering of 30 million shares. The registered capital is RMB 643,438,841, and the legal representative is the chairman [2] Business Purpose and Scope - The company's business purpose is "Technology creates value, returns to society." Its business projects include import and export, domestic commerce, supply and marketing, installation and maintenance of electromechanical products, investment in parking projects, construction engineering, property management, and more. Licensed operations include smart card and software development, equipment production, financial intermediary services, and construction [3] Share Issuance and Status - The company issues shares in the form of stocks, with a par value of RMB 1 per share. The total number of issued shares is 645,442,841, all of which are ordinary shares. The founders, Tang Jian and Liu Cuiying, subscribed to 42 million shares and 28 million shares, holding 60% and 40% respectively, through net asset contributions [4] Share Increase and Repurchase - The company can increase capital through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, or transferring capital reserves to share capital, as decided by the shareholders' meeting. It can also reduce registered capital and repurchase shares under specific circumstances [5] Share Transfer Restrictions - Founders' shares cannot be transferred within five years from the company's establishment. Shares issued before the public offering cannot be transferred within 36 months after the stock is listed. Directors and senior management can only transfer up to 25% of their shares annually during their tenure and are restricted from transferring shares for 36 months post-listing and for six months after leaving [6] Shareholder Rights and Obligations - The company maintains a shareholder register based on certificates provided by the securities registration and settlement institution. Shareholders have rights to dividend distribution, participation in shareholder meetings, and supervision of company operations, while also adhering to laws and the company's articles of association [7] Shareholder Meeting Authority and Operation - The shareholder meeting is the company's authority body, responsible for electing and replacing directors, approving board reports, and profit distribution plans. Annual meetings are held once a year within six months after the end of the previous fiscal year, while temporary meetings must be convened within two months under specific circumstances [8][9] Board of Directors - Directors must be natural persons and cannot hold office under certain conditions. They are elected or replaced by the shareholders' meeting for a term of three years. Directors have fiduciary and diligence obligations to the company [10] Board Composition and Authority - The board consists of nine directors, including three independent directors and one employee representative. The board is responsible for convening shareholder meetings, executing resolutions, and determining business plans. It also has specialized committees like the audit committee [11] Senior Management - Senior management includes the general manager, deputy general managers, assistants, financial officers, and board secretaries. The general manager is appointed by the board and is responsible for managing the company's operations [12] Financial Accounting and Profit Distribution - The company establishes a financial accounting system according to regulations and submits financial reports. Profit distribution requires the allocation of statutory reserves, which can be used for loss compensation, business expansion, or capital increase. The company prioritizes cash dividends while ensuring normal operations and long-term development [13][14] Mergers, Divisions, Capital Increases, Reductions, Dissolution, and Liquidation - Mergers can be through absorption or new establishment, and must follow prescribed procedures. In case of dissolution, a liquidation team is formed to handle the process, ensuring compliance with regulations [15]
深圳市奥拓电子股份有限公司修订《公司章程》,多项条款更新
Xin Lang Cai Jing· 2025-08-26 13:54
Core Viewpoint - The recent amendments to the Articles of Association of Shenzhen Aoto Electronics Co., Ltd. are significant, addressing various aspects such as company organization, share issuance, shareholder rights, and board responsibilities, aimed at enhancing corporate governance and adapting to market conditions [1][5]. Company Basic Information and Share-Related Amendments - The company is established as Shenzhen Aoto Electronics Co., Ltd. with a unified social credit code of 914403001922261931. The total number of shares is 651,544,156, all of which are ordinary shares in RMB. The terminology for share issuance has been refined to state that "each share of the same category has equal rights," replacing the previous term "same kind" [2]. Shareholder and Shareholder Meeting Authority Adjustments - The powers of the shareholder meeting have been clarified, including new matters requiring special resolutions, such as "spinning off subsidiaries for listing" and "withdrawing stock from trading on the stock exchange." The standards and procedures for external guarantees have been tightened, requiring certain guarantees to be approved by the shareholder meeting [3]. Board of Directors and Responsibilities Enhancement - The board consists of seven directors, including one chairman and potentially one vice-chairman. The board's powers have been expanded, particularly regarding anti-takeover measures. The responsibilities and operational rules of various committees, such as the audit committee and compensation committee, have been detailed [4]. Other Important Amendments - The profit distribution policy emphasizes continuity and stability, with differentiated cash dividend policies for different development stages. The notification methods have been expanded to include fax and phone, and adjustments have been made to align with current laws regarding mergers, divisions, and liquidations [5].
信音电子: 董事会决议公告
Zheng Quan Zhi Xing· 2025-08-26 13:13
Core Points - The board of directors of Xinyin Electronics held its second meeting on August 26, 2025, to review and approve several key proposals [1][2][3] Meeting Details - The meeting was conducted both in-person and via communication, with all eight directors present, ensuring compliance with relevant laws and regulations [1] - The board confirmed the authenticity and completeness of the 2025 semi-annual report [2] Profit Distribution - The board approved a profit distribution plan, proposing a cash dividend of 1.15 yuan per 10 shares (including tax) to all shareholders, with no stock distribution or capital reserve conversion [2] Fund Management - The board affirmed that the information regarding the management and use of raised funds for the first half of 2025 was accurate and complete, with no violations reported [3] Management Changes - The board appointed Zeng Cibin as the deputy general manager and Gu Li as the financial manager, following the resignation of Zeng Cibin from the financial manager position [3] Audit Firm Appointment - The board agreed to continue the appointment of Rongcheng Accounting Firm for the 2025 financial and internal control audits, with prior approval from the audit committee [4] Asset Sale - The board approved the sale of industrial land use rights in Jiangsu Province to enhance asset efficiency and liquidity, with the transaction price based on the asset's book value [4] Articles of Association Revision - The board agreed to revise the company's Articles of Association and authorized the board to handle subsequent filing matters, pending approval from regulatory authorities [5] Upcoming Shareholder Meeting - A second extraordinary general meeting of shareholders is scheduled for September 11, 2025, to review the proposals requiring shareholder approval [6][7]
天保基建: 半年报董事会决议公告
Zheng Quan Zhi Xing· 2025-08-26 13:13
Core Viewpoint - Tianjin Tianbao Infrastructure Co., Ltd. held its 27th meeting of the 9th Board of Directors, where several key resolutions were passed, including the approval of the 2025 semi-annual report and amendments to the company's articles of association [1][2][3]. Financial Reporting - The Board approved the full and summary version of the 2025 semi-annual report with a unanimous vote of 7 in favor, 0 against, and 0 abstentions [1]. - The financial information in the report was previously reviewed and approved by the Board's Audit Committee [1]. Risk Assessment - A risk assessment report regarding Tianjin Tianbao Finance Co., Ltd. was approved with 5 votes in favor and 2 abstentions from related directors [2]. Amendments to Articles of Association - The Board approved amendments to the company's articles of association, which will eliminate the supervisory board and transfer its powers to the Audit Committee, with a unanimous vote of 7 in favor [2][3]. Revision of Company Policies - The Board approved revisions to 23 related company policies, including the rules for shareholder meetings and board meetings, which will also require shareholder approval [7][8]. External Guarantees - The Board approved a proposal to provide a total guarantee amount of RMB 1.85 billion for the daily operational needs of its subsidiaries over the next twelve months, with a unanimous vote of 7 in favor [8][9]. Asset Disposal - The Board approved the public sale of 38 commercial properties located in Tianjin's Airport Economic Zone by its wholly-owned subsidiary, Tianbao Real Estate Development Co., Ltd., with an estimated asset value of RMB 72.865 million [9]. Upcoming Shareholder Meeting - The resolutions passed will be submitted for approval at the upcoming shareholder meeting, including the amendments to the articles of association and the proposal for external guarantees [9][12].
中科海讯: 监事会决议公告
Zheng Quan Zhi Xing· 2025-08-26 13:13
Meeting Overview - The fourth meeting of the Supervisory Board of Beijing Zhongke Haixun Digital Technology Co., Ltd. was held on August 25, 2025, with all three supervisors present, confirming compliance with relevant laws and regulations [1] Resolutions Passed - The Supervisory Board approved the "2025 Half-Year Report and its Summary," affirming that the report accurately reflects the company's situation without any misleading statements or omissions [2][3] - The board agreed on the "2025 Half-Year Provision for Credit Impairment Losses and Asset Impairment Reserves," stating that the provisions align with accounting standards and accurately represent the company's financial status [2][3] - The "Special Report on the Storage and Use of Raised Funds for the First Half of 2025" was approved, confirming that the management of raised funds complies with regulations and accurately reflects their usage [3] - The board approved the amendment of the company's Articles of Association, which will be submitted for review at the upcoming extraordinary shareholders' meeting [4][5] - The proposal to reappoint the accounting firm for the 2025 fiscal year was approved, with the firm Rongcheng Accounting Firm (Special General Partnership) designated for the audit [5]