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江山股份: 江山股份关于取消监事会、修订《公司章程》及制定、修订公司部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-28 16:13
Core Viewpoint - The company plans to cancel its supervisory board and amend its articles of association in accordance with the latest regulatory framework and its actual situation, transferring the supervisory functions to the audit committee of the board of directors [1][2]. Summary by Sections Cancellation of Supervisory Board and Amendment of Articles of Association - The decision to cancel the supervisory board and amend the articles of association was made during the 20th meeting of the 9th board of directors on July 26, 2025 [1]. - The supervisory board's functions will be assumed by the audit committee of the board of directors, and related rules will be abolished [1][2]. Reasons for Changes - The changes are in line with the revised Company Law of the People's Republic of China (2023) and related guidelines issued by the China Securities Regulatory Commission [1][2]. - The amendments aim to enhance the company's governance structure [2]. Specific Amendments to Articles of Association - The first article will be revised to include the protection of the rights of employees along with shareholders and creditors [2]. - The role of the legal representative will now be held by the chairman of the board, with specific provisions for the appointment of a new legal representative within 30 days if the chairman resigns [2][3]. - The company will bear civil liability for damages caused by the legal representative while performing their duties, with the right to seek compensation from the representative if they are at fault [3]. - The articles will clarify that 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 all its assets [4]. - The amendments will also specify the rights and obligations of shareholders, including the right to sue the company and its directors [5][6]. Governance and Shareholder Rights - The company will ensure that the governance structure is compliant with the latest regulations, enhancing transparency and accountability [2][5]. - Shareholders will retain rights to supervise the company's operations and make inquiries, as well as the right to transfer, gift, or pledge their shares [15][16]. Financial and Operational Guidelines - The company will adhere to principles of fairness and transparency in issuing shares, ensuring equal rights for all shareholders [6][7]. - The company will not provide financial assistance for acquiring its shares, except for employee stock ownership plans [7][8]. Meeting and Voting Procedures - The company will establish clear procedures for convening shareholder meetings and making decisions, ensuring compliance with legal requirements [18][19]. - The board of directors will be responsible for ensuring that all resolutions passed at shareholder meetings are executed in accordance with the law [18][19].
每周股票复盘:纽威数控(688697)召开监事会及股东大会审议多项议案
Sou Hu Cai Jing· 2025-07-26 20:21
Core Viewpoint - Neway CNC (688697) is undergoing significant organizational changes, including the cancellation of its supervisory board and the liquidation of its wholly-owned subsidiary in the USA, aimed at optimizing its structure and reducing operational costs [1][2][4]. Company Announcements - Neway CNC's third supervisory board meeting was held on July 21, 2025, where resolutions were passed to liquidate a subsidiary, cancel the supervisory board, and amend the company's articles of association [1]. - A temporary shareholders' meeting is scheduled for August 6, 2025, to review similar proposals regarding the liquidation of the subsidiary and changes to the supervisory board and capital structure [1]. Subsidiary Liquidation - The decision to liquidate the wholly-owned subsidiary NEWAY CNC (USA), INC. was made to optimize the organizational structure and reduce management costs. As of December 31, 2024, the subsidiary had total assets of 34.49 million RMB and a net asset of -10.73 million RMB [2]. Capital Structure Changes - The company's total share capital increased from 326,666,700 shares to 457,333,380 shares, with the registered capital adjusted accordingly [3][4].
恒烁半导体(合肥)股份有限公司 第二届监事会第八次会议决议公告
Core Viewpoint - The company, Hengshuo Semiconductor (Hefei) Co., Ltd., has decided to cancel its supervisory board and transfer its responsibilities to the audit committee of the board of directors, along with changes to its registered capital and amendments to its articles of association [8][9]. Group 1: Supervisory Board Cancellation - The supervisory board will be canceled based on relevant laws and regulations, with the audit committee taking over its functions [8][9]. - The decision to cancel the supervisory board is aimed at improving the company's governance structure and ensuring compliance with legal requirements [8][9]. - The cancellation will take effect once approved by the shareholders' meeting, and the current supervisory board members will be relieved of their duties [9]. Group 2: Changes in Registered Capital - The company's registered capital will increase from RMB 82,637,279 to RMB 82,929,413 following the completion of the first vesting period of the 2024 restricted stock incentive plan [10][11]. - The total number of shares will also increase from 82,637,279 shares to 82,929,413 shares as a result of this change [10][11]. Group 3: Amendments to Articles of Association - The articles of association will be amended to reflect the changes in registered capital and the cancellation of the supervisory board, including the removal of references to the supervisory board [11][12]. - Specific amendments include changing the registered capital and share count, replacing mentions of "supervisors" with "audit committee," and unifying the terminology for the shareholders' meeting [11][12]. - Additional governance documents and rules have been revised or created to enhance the company's operational standards and protect shareholder rights [12].
ST未名: 第六届董事会第三次会议决议公告
Zheng Quan Zhi Xing· 2025-07-25 16:37
Group 1 - The board of directors of Shandong Weiming Bio-Pharmaceutical Co., Ltd. held its third meeting of the sixth session on July 25, 2025, with all 11 directors participating [1][2] - The board approved a financial assistance proposal to its controlling subsidiary Sichuan Gukang Pharmaceutical Co., Ltd., allowing a loan of up to 55 million RMB at an interest rate of 1.3% per annum, with a maximum term of one year [1][2] - The financial assistance does not constitute a related party transaction or a major asset restructuring, and it is deemed beneficial for Gukang Pharmaceutical's operational development [2][3] Group 2 - The board approved changes to the management structure of its wholly-owned subsidiary Xiamen Weiming Bio-Pharmaceutical Co., Ltd., appointing Chen Xing as the new legal representative and general manager, and restructuring the governance to a board of directors [1][3] - The changes at Xiamen Weiming do not require shareholder approval and will be finalized upon approval from market supervision authorities [3] - The board also approved an expansion of the business scope for its wholly-owned subsidiary Shandong Yandu Biotechnology Co., Ltd., which will now include various technical services and pharmaceutical production activities [4]
美凯龙: 关于公司取消监事会暨修订《红星美凯龙家居集团股份有限公司章程》及部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-25 16:37
Core Points - The company has decided to abolish the supervisory board and amend its articles of association and governance systems [2][3] - The decision was made during the 42nd temporary meeting of the fifth board of directors held on July 25, 2025 [2] - The audit committee of the board will assume the responsibilities previously held by the supervisory board [2][3] Summary of Amendments - The articles of association will be revised to reflect the cancellation of the supervisory board and the transfer of its powers to the audit committee [2][3] - Specific articles related to the supervisory board will be removed, including the rules governing the supervisory board [2][3] - New provisions will be added to clarify the legal responsibilities of the legal representative of the company [3][4] Governance Structure Changes - The chairman of the board will continue to serve as the legal representative of the company [3][4] - The company will maintain its status as a permanent joint-stock company with independent legal person status [4][5] - The articles will ensure that all capital is divided into equal shares, with shareholders bearing liability limited to their subscribed shares [5][6] Shareholder Rights and Responsibilities - Shareholders will retain rights to dividends and participate in decision-making processes [18][19] - The company will ensure equal rights for shareholders of the same class of shares [7][8] - Provisions will be included to protect the rights of shareholders in cases of company mergers, divisions, or other significant changes [18][19] Financial and Operational Governance - The company will establish clear guidelines for capital increases and decreases, ensuring compliance with legal and regulatory requirements [10][11] - New rules will govern the company's ability to provide guarantees and the conditions under which such guarantees can be issued [33][34] - The company will maintain transparency in its financial dealings and ensure that all actions comply with relevant laws and regulations [34][35]
丰华股份: 重庆丰华(集团)股份有限公司2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-24 16:33
Core Viewpoint - Chongqing Fenghwa Group Co., Ltd. is proposing significant changes including a name change, capital increase, and business scope expansion to better align with its strategic direction and enhance brand value [4][7][9]. Group 1: Meeting Details - The first extraordinary general meeting of shareholders for 2025 is scheduled for July 31, 2025, at 14:30, with both on-site and online voting options available [3]. - The meeting will include an agenda for shareholder questions, voting on proposals, and the announcement of voting results [3][4]. Group 2: Proposed Changes - The company plans to change its name from "Chongqing Fenghwa Group Co., Ltd." to "Chongqing Shineray Intelligent Manufacturing Technology Co., Ltd." to reflect its strategic focus on agricultural machinery and technology [4][7]. - The registered capital will increase from 188,020,508 yuan to 225,624,610 yuan, following a profit distribution plan that involves a stock increase [6][10]. - The business scope will expand to include manufacturing and sales of agricultural machinery, generator sets, and special operation robots, among other activities [6][7]. Group 3: Governance Changes - The company intends to abolish the supervisory board, transferring its responsibilities to the audit committee, and will revise its articles of association accordingly [10][12]. - The proposed changes to the articles of association will also reflect the increase in total share capital and the new company name [10][12]. Group 4: Board of Directors - The company aims to increase the number of non-independent directors on the board from 7 to 9, including the addition of a representative from the employees [14]. - Li Guo is nominated as a candidate for the non-independent director position, with a background in engineering and management roles in related industries [14][15]. Group 5: Financial Guarantees - The company plans to provide a guarantee of up to 300 million yuan for its subsidiary, Chongqing Xinyuan Agricultural Machinery Co., Ltd., to support its operational financing needs [16][18]. - This guarantee represents 41.16% of the company's latest audited net assets and is classified as a related party transaction due to the ownership structure [16][18].
山东章鼓: 关于变更注册资本、修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-07-24 16:32
Core Viewpoint - Shandong Zhangqiao Blower Co., Ltd. has approved a capital change and amendments to its articles of association, including the issuance of convertible bonds totaling 243 million yuan, which will be listed on the Shenzhen Stock Exchange [1][2]. Capital Change Summary - The company will issue convertible bonds with a total amount of 243 million yuan, with each bond priced at 100 yuan, starting from November 3, 2023 [1]. - The total number of shares will increase from 312,000,000 to 312,038,474 due to the conversion of bonds during the period from April 23, 2024, to June 30, 2025 [2]. Articles of Association Amendments Summary - The company will revise its articles of association to reflect changes in registered capital and governance structure, which will require approval from the shareholders' meeting [2][3]. - Specific amendments include the addition of employee rights and responsibilities, as well as clarifications on the roles of the board and management [4][5]. - The revised articles will ensure compliance with the new Company Law and related regulations, maintaining the rights of shareholders and creditors [6][7].
华锡有色: 广西华锡有色金属股份有限公司关于取消监事会、变更注册地址并修订《公司章程》及部分制度的公告
Zheng Quan Zhi Xing· 2025-07-24 16:20
Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with the new Company Law effective from July 1, 2024 [1][2] - The company will change its registered address from "8th Floor, Block B, Beibu Gulf Shipping Center, No. 12 Tiqiang Road, Liangqing District, Nanning" to "8th-9th Floor, Block A, Beibu Gulf Shipping Center, No. 12 Tiqiang Road, Liangqing District, Nanning" [2] - The company has revised its Articles of Association and several governance systems to enhance operational standards and governance structure, aligning with the latest legal regulations [2][3] Group 2 - The revisions to the Articles of Association include changes to the protection of the rights of the company, shareholders, and creditors, expanding the scope to include employees [3][4] - The company will continue to operate under the existing supervisory board until the shareholders' meeting approves the abolition of the supervisory board [2] - The revised Articles of Association and governance documents have been disclosed on the Shanghai Stock Exchange website [2]
振德医疗: 振德医疗关于取消监事会、变更公司注册资本、增加经营范围暨修订《公司章程》并办理工商变更登记的公告
Zheng Quan Zhi Xing· 2025-07-23 16:24
Core Points - The company has decided to cancel its supervisory board, transferring its responsibilities to the audit committee of the board of directors [1][2] - The registered capital will be reduced from 266,451,202 yuan to 265,835,535 yuan following the cancellation of 615,667 shares from the employee stock ownership plan [2][3] - The company is expanding its business scope to include various medical and healthcare products, as well as personal protective equipment and other consumer goods [3][4] Group 1: Cancellation of Supervisory Board - The supervisory board will be abolished, and its functions will be assumed by the audit committee of the board of directors [1][2] - The current supervisory board will continue to perform its duties until the shareholders' meeting approves the cancellation [2] Group 2: Change in Registered Capital - The company approved the cancellation of 615,667 shares, which will reduce the total share capital from 266,451,202 shares to 265,835,535 shares [2][3] - The registered capital will decrease from 266,451,202 yuan to 265,835,535 yuan as a result of this cancellation [2] Group 3: Expansion of Business Scope - The company is modifying its business scope to include the production and sale of various medical devices, personal protective equipment, and consumer goods [3][4] - The new business scope will encompass first and second-class medical devices, healthcare products, and a range of other items including sports goods and daily chemicals [3][4]
振华重工: 振华重工关于取消监事会并修订《公司章程》及部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-22 12:13
证券代码:600320 900947 证券简称:振华重工 振华 B 股 公告编号:临 2025-032 上海振华重工(集团)股份有限公司 关于取消监事会并修订《公司章程》及部分治理制度的公告 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法律责任。 简称振华重工或公司)第九届董事会第十四次会议,审议通过了《关 于审议 <取消公司监事会> 的议案》、《关于审议修订 <公司章程> 的议 案》 。具体情况如下: 一、取消监事会的情况 根据《中华人民共和国公司法》 、《上市公司章程指引》等有关法 律、法规和规范性文件的最新规定,结合公司实际情况,公司拟取消 监事会,监事会的职权由原公司董事会审计委员会(现更名为审计与 风险委员会)行使。公司现任第九届监事会监事职务将自股东大会审 议通过取消监事会及修订《公司章程》事项之日起相应解除。《振华 重工监事会议事规则》等监事会相关制度相应废止。 二、修订《公司章程》的情况 等法律法规、规范性文件的规定,结合公司实际情况,公司拟对《上 海振华重工(集团)股份有限公司章程》 (以下简称《公司章程》 )中 的 ...