公司治理制度修订

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辽宁和展能源集团股份有限公司2025年第二次临时股东会决议公告
Shang Hai Zheng Quan Bao· 2025-09-15 20:58
Meeting Overview - The second extraordinary general meeting of shareholders for 2025 was held on September 15, 2025, at 14:00, combining on-site and online voting methods [3][5][6] - A total of 86 shareholders attended the meeting, representing 304,645,275 shares, which is 36.9360% of the total voting shares [8] Voting Results - The proposal to amend the company's articles of association was approved with 293,214,425 votes in favor, accounting for 96.2478% of the valid votes [14] - The proposal to revise and establish governance systems was also approved, with individual sub-proposals receiving significant support, such as the amendment to the shareholders' meeting rules, which garnered 96.5430% approval [16][18] Legal Compliance - The meeting's procedures, participant qualifications, and voting processes were confirmed to comply with relevant laws and regulations, ensuring the validity of the voting results [33]
惠伦晶体2025年第二次临时股东会:多项议案顺利通过
Xin Lang Cai Jing· 2025-09-15 12:58
近日,广东惠伦晶体(维权)科技股份有限公司(证券代码:300460,证券简称:惠伦晶体)发布了 2025年第二次临时股东会决议公告。本次股东会于2025年9月15日以现场投票和网络投票相结合的方式 召开,会议召集人为公司第五届董事会,由董事长赵剑华先生主持。 会议召开与出席情况 现场会议于9月15日15:00在广东省东莞市黄江镇黄江东环路68号公司会议室举行,网络投票则在当天上 午9:15 - 9:25、9:30 - 11:30以及下午13:00 - 15:00通过深圳证券交易所交易系统进行,互联网投票时间为 9月15日9:15 - 15:00。 《关于修订公司部分治理制度的议案》《关于修订 <独立董事制度> 的议案》 总表决情况:同意 45,980,081股,占出席本次股东会有效表决权股份总数的99.3647%;反对283,080股,占比0.6117%;弃 权10,880股,占比0.0235%。 中小股东总表决情况:同意2,709,101股,占出席本次股东会中小股东有效 表决权股份总数的90.2113%;反对283,080股,占比9.4264%;弃权10,880股,占比0.3623%。《关于修 订 <募集资 ...
超研股份2025年第二次临时股东会多项议案获高票通过
Xin Lang Cai Jing· 2025-09-15 12:54
Core Points - The company held its second extraordinary general meeting on September 15, 2025, where multiple important resolutions were reviewed and passed with high votes [1] - The meeting utilized a combination of on-site and online voting, with a total of 105 shareholders and representatives present, representing 364,475,192 shares, which is 85.0922% of the total voting shares [1] Summary of Resolutions - Amendment of the Articles of Association: Total votes in favor were 364,364,792 shares, accounting for 99.9697% [2] - Revision of the Shareholders' Meeting Rules: Total votes in favor were 364,363,692 shares, accounting for 99.9694% [3] - Revision of the Board Meeting Rules: Total votes in favor were 364,360,392 shares, accounting for 99.9685% [3] - Revision of the Independent Director Work System: Total votes in favor were 364,361,692 shares, accounting for 99.9689% [3] - Revision of the External Guarantee Management System: Total votes in favor were 364,357,992 shares, accounting for 99.9678% [3] - Revision of the Related Party Transaction Management System: Total votes in favor were 364,368,592 shares, accounting for 99.9708% [3] - Revision of the External Investment Management System: Total votes in favor were 364,358,392 shares, accounting for 99.9680% [3] - Revision of the Controlling Shareholder and Actual Controller Behavior Norms: Total votes in favor were 364,371,492 shares, accounting for 99.9715% [3] - Revision of the Code of Conduct for Directors and Senior Management: Total votes in favor were 364,362,992 shares, accounting for 99.9692% [3] - Revision of the Fund Usage Management System: Total votes in favor were 364,359,092 shares, accounting for 99.9681% [3] - Revision of the Major Transaction Management System: Total votes in favor were 364,367,292 shares, accounting for 99.9704% [3] Abolishment of Supervisory Committee Regulations - The resolution to abolish the Supervisory Committee Meeting Rules was passed with total votes in favor of 364,373,192 shares, accounting for 99.9720% [4]
大千生态环境集团股份有限公司第五届董事会第十九次会议决议公告
Shang Hai Zheng Quan Bao· 2025-09-12 18:22
登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码:603955 证券简称:大千生态 公告编号:2025-058 大千生态环境集团股份有限公司 第五届董事会第十九次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏,并对其内容 的真实性、准确性和完整性承担个别及连带责任。 一、董事会会议召开情况 大千生态环境集团股份有限公司(以下简称"公司")第五届董事会第十九次会议通知于2025年9月7日以 书面传真、电子邮件、电话等方式通知全体董事、监事、高级管理人员,会议于2025年9月12日在公司 会议室以现场和通讯相结合的方式召开。会议由董事长张源先生主持,应出席董事9名,实际出席董事9 名,其中以通讯方式出席董事8名。公司监事及高级管理人员列席了会议。本次会议的召集、召开程序 符合《公司法》和《公司章程》的有关规定,所作决议合法有效。 二、董事会会议审议情况 1、审议通过《关于取消监事会、增加经营范围并修订〈公司章程〉的议案》 根据《公司法》《上市公司章程指引》《上海证券交易所股票上市规则》等相关法律法规、规范性文件 的规定,公司拟不再设置监事会,监事会的职权由董 ...
华勤技术股份有限公司 2025年第二次临时股东大会决议公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-11 01:08
Core Points - The company held its second extraordinary general meeting of shareholders on September 10, 2025, in Shanghai, with all resolutions passed without any objections [2][3] - The meeting was chaired by the company's chairman, Mr. Qiu Wensheng, and complied with relevant laws and regulations [2][3] Meeting Attendance - All 9 current directors and 3 supervisors attended the meeting, along with the board secretary and other senior management [3] Resolutions Passed - The following key resolutions were approved: - Change of registered capital and amendments to the company's articles of association [4] - Establishment and revision of various internal governance systems, including: - Director resignation management system - Independent director work system - External investment management system - External guarantee management system - Related party transaction management system - Fund-raising management system - Compensation management system for directors and senior management [5][6] - Issuance of overseas listed shares (H-shares) and listing on the Hong Kong Stock Exchange [6][8] - Authorization for the board of directors to handle matters related to the issuance of H-shares [8][10] - Approval of the use of funds raised from the H-share issuance [10] Legal Witness - The meeting was witnessed by Beijing Zhonglun Law Firm, with lawyers providing legal opinions on the proceedings [11]
中远海能: 中远海能2025年第二次临时股东大会会议材料
Zheng Quan Zhi Xing· 2025-09-07 08:17
Core Viewpoint - The company plans to abolish the supervisory board and amend its governance structure in accordance with the new Company Law and regulatory requirements, aiming to enhance compliance and operational efficiency [2][3]. Group 1: Meeting Agenda - The meeting will discuss the proposal to cancel the supervisory board and amend the company's articles of association, with specific sub-proposals categorized as special and ordinary resolutions [1]. - The special resolutions require more than two-thirds approval from attending shareholders, while ordinary resolutions require a simple majority [1]. Group 2: Background of Amendments - The amendments are driven by the new Company Law effective from July 1, 2024, which mandates that the board's audit committee will assume the supervisory board's responsibilities by January 1, 2026 [2]. - The regulatory updates aim to improve corporate governance and protect shareholder rights [2]. Group 3: Content of Amendments - The proposal includes the removal of all references to the supervisory board and its rules, transferring its legal powers to the board's audit committee [3]. - The amendments will clarify the roles and responsibilities of the legal representative, shareholders, and the board, including the duties of controlling shareholders and actual controllers [3]. - Additional provisions will be added regarding independent directors, board composition, and the responsibilities of specialized committees to enhance governance standards [3]. Group 4: Documentation and Disclosure - Detailed information regarding the proposed amendments and the comparison of the revised governance documents were disclosed on August 16, 2025 [4].
永鼎股份: 永鼎股份2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-09-05 16:13
Meeting Agenda - The 2025 First Extraordinary General Meeting of Jiangsu Yongding Co., Ltd. will be held on September 19, 2025, with online voting from September 18, 15:00 to September 19, 15:00 [1][2] - The meeting will be hosted by Chairman Mo Siming and will include shareholders, directors, supervisors, senior management, and lawyers [1][2] Profit Distribution Proposal - As of June 30, 2025, the company's undistributed profits amount to RMB 405,176,376.35 (unaudited) [3] - The proposed cash dividend is RMB 0.035 per share (including tax), representing a distribution ratio of 16.06% [3] Guarantee for Controlling Shareholder - As of August 26, 2025, the total guarantee provided by the company to its controlling shareholder, Yongding Group, is RMB 360,588.60 million, with an actual guarantee balance of RMB 317,779.24 million [4][9] - The company plans to continue providing guarantees for Yongding Group's bank credit applications, totaling RMB 31,280 million [4][5] Cancellation of Supervisory Board - The company proposes to abolish the supervisory board and amend the Articles of Association to enhance corporate governance and compliance with legal requirements [10] - The supervisory board's functions will be transferred to the audit committee of the board of directors [10] Governance System Amendments - The company intends to formulate and amend certain governance systems to further standardize operations and improve governance levels [11][12]
*ST星光: 第七届董事会第十三次会议决议公告
Zheng Quan Zhi Xing· 2025-09-05 16:13
Group 1 - The company held its 13th meeting of the 7th Board of Directors on September 5, 2025, with all 5 directors present, including an independent director participating via remote voting [1] - The Board approved the proposal to change the auditing firm to Unitaizhenqing Accounting Firm for the 2025 financial statement audit and internal control audit, pending shareholder approval [1][2] - The company plans to amend its Articles of Association in accordance with new laws and regulations, with specific amendments to be detailed in a separate announcement [2][3] Group 2 - The company has developed and revised several corporate governance systems, including rules for shareholder meetings, board meetings, and various committee working regulations, all pending shareholder approval [3][4] - A third extraordinary general meeting is scheduled for September 22, 2025, at 14:30 to discuss the proposed amendments and other matters [4][5]
双林股份: 关于制定、修订公司部分治理制度的公告
Zheng Quan Zhi Xing· 2025-09-05 12:20
证券代码:300100 证券简称:双林股份 公告编号:2025-088 双林股份有限公司 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。 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》、 《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》及《深圳证券交易所创业板股票上市规则》等规定,为了进一步完善公司 治理结构和促进公司规范运作,董事会同意对《公司章程》及其附件《股东会议 事规则》、 《董事会议事规则》进行同步修订,由董事会审计委员会行使《公司法》 规定的监事会职权,设置职工代表董事。为与最新修订的《公司章程》相衔接, 结合公司的实际情况,董事会同意修订、制定部分内部治理制度,具体情况如下: 双林股份有限公司(以下简称"公司"或"上市公司")于 2025 年 9 月 4 日召开第七届董事会第二十次会议、第七届监事会第十五次会议,审议通过了《关 于修订〈公司章程〉及其附件的议案》、 《关于修订及制定部分公司内部治理制度 的议案》。现将具体情况公告如下: 一、相关制度制定、修订情况 | | | 是否提交 ...
汇宇制药: 2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-09-05 09:17
Group 1 - The company is holding its first extraordinary general meeting of shareholders in 2025 to discuss several key proposals [1][6] - The agenda includes the cancellation of the supervisory board, amendments to the articles of association, and the signing of a national agency agreement for the product "TY-9591" [1][16] - The meeting will allow shareholders to exercise their rights, including speaking, questioning, and voting [2][4] Group 2 - The company proposes to cancel the supervisory board and transfer its responsibilities to the audit committee of the board of directors, following the latest legal and regulatory requirements [7][8] - The amendments to the articles of association will also lower the threshold for temporary proposals from 3% to 1% of shares held by shareholders [7] - The company will seek to register these changes with the relevant authorities after shareholder approval [8] Group 3 - The company plans to increase the expected amount of daily related transactions for 2025, detailing specific amounts and categories of transactions [12][13] - The expected increase includes a rise in transactions with related parties, such as an increase from 2 billion to 2.5 billion for a specific supplier [13][14] - The company has reached a threshold of 30 million in related transactions over the past twelve months, necessitating shareholder approval for the new expected amounts [15][17] Group 4 - The company intends to sign a national agency agreement for the "TY-9591" product with Zhejiang Tongyuan Pharmaceutical Co., Ltd., with a milestone payment of 150 million [16][18] - This agreement is classified as a related party transaction, and the relationship with the related party will terminate in March 2026 [16][18] - The company has disclosed the details of this agreement in prior announcements to ensure transparency [17] Group 5 - The company is nominating Mr. Zhang Chunping as a non-independent director to fill a vacancy on the board [19][20] - This nomination follows the resignation of a previous non-independent director and aims to maintain the operational integrity of the board [19][20] - The board's nomination committee has reviewed Mr. Zhang's qualifications in accordance with relevant laws and regulations [20]