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江苏舜天: 江苏苏豪时尚集团股份有限公司章程(20250825修订)
Zheng Quan Zhi Xing· 2025-08-25 17:05
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China [2] - The company was approved by the Jiangsu Provincial Economic System Reform Commission and registered with the Jiangsu Provincial Market Supervision Administration [2] - The company was listed on the Shanghai Stock Exchange on September 1, 2000, with an initial public offering of 40 million shares [2][3] - The registered capital of the company is RMB 438,847,974 [2] Business Objectives and Scope - The company's business objective is to seek progress while maintaining stability, strictly control risks, and promote high-quality sustainable development [4] - The company aims to enhance the quality of operations and establish a good corporate image while ensuring the preservation and appreciation of state-owned assets [4] - The business scope includes the sale of hazardous chemicals, food, and medical devices, as well as various wholesale and retail activities related to textiles and clothing [4][5] Party Organization - The company has established a Party Committee to ensure the implementation of the Party's policies and to lead various organizational activities [6] - The Party Committee is responsible for overseeing the company's adherence to national policies and regulations, as well as guiding the company's strategic decisions [6][7] Share Issuance and Management - The company's shares are issued in the form of stocks, with all shares having equal rights [8] - The total number of shares issued by the company is 438,847,974, all of which are ordinary shares [8] - The company can increase its capital through various methods, including public offerings and bonus shares [9] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and supervise the company's operations [12] - Shareholders holding more than 5% of the shares must report any pledging of their shares to the company [15] - The company must ensure that the interests of minority shareholders are protected, especially in significant transactions [30] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [51] - Shareholder meetings must be convened within two months of certain events, such as significant losses or requests from shareholders holding over 10% of the shares [52] - The company must provide adequate notice of meetings, including details on the agenda and voting procedures [63][64]
泉阳泉: 第九届董事会临时会议决议公告
Zheng Quan Zhi Xing· 2025-08-25 16:52
具体内容详见公司临 2025-045 号《关于增加 <公司章程> 修订内容的公告》。 本议案尚需提交公司 2025 年第一次临时股东会审议通过。 表决结果:7 票同意,0 票反对,0 票弃权。 本公司及董事会全体成员保证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、准确和完整承担法律责任。 吉林泉阳泉股份有限公司(以下简称"公司")第九届董事会临时会议于 2025 年 8 月 25 日以通讯表决方式召开。应参加会议的董事 7 人,实际参加会议的董 事 7 人。本次董事会的召开符合有关法律、法规和《公司章程》的有关规定,会 议合法有效。 会议审议并通过了以下议案: 林森林工业集团有限责任公司发来的《关于提请增加吉林泉阳泉股份有限公司 届董事会临时会议审议通过的《关于修订 <公司章程> 暨取消监事会的议案》基础 上,对《公司章程》进一步增加修订内容,董事会拟由七名成员构成增至九名成 员构成。 证券代码:600189 证券简称:泉阳泉 公告编号: 临 2025—044 吉林泉阳泉股份有限公司 林森林工业集团有限责任公司发来的《关于提请增加吉林泉阳泉股份有限公司 修订,删除和修订与监事会、监 ...
亿晶光电: 亿晶光电科技股份有限公司关于修订《公司章程》、修订及制定公司内部治理制度的公告
Zheng Quan Zhi Xing· 2025-08-25 16:52
证券代码:600537 证券简称:亿晶光电 公告编号:2025-051 亿晶光电科技股份有限公司 关于修订《公司章程》、修订及制定 公司内部治理制度的公告 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个别及连带责任。 届董事会第十次会议审议通过了《关于修订 <公司章程> 的议案》《关于修订并制 定公司内部治理制度的议案》,具体情况如下: 一、关于修订《公司章程》的情况 为衔接并落实《中华人民共和国公司法》(以下简称"《公司法》"),根 据《上市公司章程指引》《上海证券交易所股票上市规则》(以下简称"《股票 上市规则》")等相关法律法规、规范性文件的要求,公司结合自身实际经营管 理情况,拟对《公司章程》的部分条款进行如下修订: (一)公司将不再设置监事会,删除"监事""监事会"相关描述,监事会 的职权由董事会审计委员会行使; (二)《公司章程》全文统一将"股东大会"表述改为"股东会"; 民共和国公司法》(以下简称"《公司法》")、 《中华人民共和国公司法》(以下简称"《公 第二条 公司系依照《公司法》和其他有关规 第二条 公司系依照《公 ...
黑牡丹: 十届五次监事会会议决议公告
Zheng Quan Zhi Xing· 2025-08-25 16:52
Group 1 - The company held its tenth supervisory board meeting, where the chairman attended via telecommunication due to health reasons, and the meeting complied with relevant laws and regulations [1] - The supervisory board approved the proposal to recognize an asset impairment provision for the first half of 2025, amounting to a reversal of credit loss provisions of 4.4402 million yuan [1][2] - The decision-making process for the asset impairment provision was deemed legal and compliant, reflecting the company's financial status accurately as of June 30, 2025 [2] Group 2 - The supervisory board also approved the 2025 half-year report, confirming that its preparation and review adhered to legal and regulatory requirements, and the report accurately reflects the company's financial condition [2] - The board agreed to abolish the supervisory board and amend the company's articles of association, transferring the supervisory functions to the audit committee of the board of directors [2][3] - The amendments to the articles of association will be submitted for approval at the company's shareholders' meeting [3]
比依股份: 浙江比依电器股份有限公司第二届董事会第二十五次会议决议公告
Zheng Quan Zhi Xing· 2025-08-25 16:34
Meeting Overview - The second meeting of the second board of Zhejiang Biyi Electric Co., Ltd. was held on August 25, 2025, with all 9 directors present [1] - The meeting was chaired by Chairman Wen Jiwang and complied with relevant laws and regulations [1] Resolutions Passed - The board approved the 2025 semi-annual report and summary, with details available on the Shanghai Stock Exchange website [2] - The board also approved the special report on the storage and actual use of raised funds for the first half of 2025, with details available on the Shanghai Stock Exchange website [2] - A resolution to amend the company's articles of association and handle business registration changes was passed, pending shareholder approval [3][4] - The board approved the proposal to abolish the supervisory board, transferring its legal powers to the audit committee, with relevant rules being abolished [3][5] - The board approved amendments to several governance systems in accordance with the new Company Law and relevant regulations [5][6] - A resolution to repurchase and cancel a portion of restricted stock due to the departure of two incentive targets was passed, with 8,400 shares to be repurchased [6][7] - The board decided to convene the fourth extraordinary general meeting of shareholders in 2025 [7]
中微半导: 关于取消监事会并修订《公司章程》及相关议事规则的公告
Zheng Quan Zhi Xing· 2025-08-25 16:34
Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association and related rules, transferring the supervisory functions to the audit committee of the board of directors [1]. Summary by Sections Company Structure Changes - The company will no longer have a supervisory board or supervisors, with the audit committee of the board taking over the supervisory responsibilities as per the Company Law [1]. - Relevant rules and regulations related to the supervisory board have been abolished and the articles of association, shareholder meeting rules, and board meeting rules have been revised accordingly [1]. Amendments to Articles of Association - Article 8 has been amended to clarify the legal responsibilities of the legal representative in civil activities conducted on behalf of the company [1]. - Article 9 specifies that shareholders are liable for the company's debts only to the extent of their subscribed shares [2]. - Article 10 allows for lawsuits against shareholders, directors, supervisors, general managers, and other senior management [3]. - Article 15 ensures that all shares of the same class have equal rights [3]. - Article 19 confirms that the total number of shares issued by the company is 400.365 million, all of which are ordinary shares [4]. - Article 21 outlines the methods for increasing capital, including public and private offerings [4]. - Article 27 states that the company does not accept its own shares as collateral [5]. - Article 39 mandates that shareholders holding more than 5% of voting shares must report any pledging of their shares [19]. Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes [6]. - Shareholders can request to review the company's accounting books if they hold more than 3% of shares for over 180 days [8]. - Shareholders are obligated to comply with laws and the company's articles of association [16]. Governance and Decision-Making - The shareholder meeting is the company's authority body, responsible for major decisions such as approving financial budgets and profit distribution [24]. - The board of directors is responsible for convening shareholder meetings and must do so within specified timeframes [29].
无锡振华: 第三届监事会第十二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-25 16:31
Group 1 - The company held its 12th meeting of the third Supervisory Board on August 14, 2025, with all three supervisors participating in the voting, ensuring the meeting's legality and validity [1][2] - The Supervisory Board approved the 2025 semi-annual report and its summary, confirming that the report's content and format comply with regulations and accurately reflect the company's operational and financial status for the first half of 2025 [1][2] - The profit distribution plan for 2025 was approved, which considers the company's development stage and future funding needs, ensuring no harm to minority shareholders [2][3] Group 2 - The Supervisory Board approved a special report on the use and management of raised funds for the first half of 2025, confirming its accuracy and compliance with relevant regulations [2][3] - A proposal to cancel the Supervisory Board and amend the company's articles of association was approved, in line with the revised Company Law and regulations from the China Securities Regulatory Commission [3] - The company plans to increase its total share capital from 250,061,583 shares to 350,086,216 shares through a capital reserve transfer, with the specifics to be confirmed by the China Securities Depository and Clearing Corporation [3]
长江投资: 长江投资:九届五次监事会决议公告
Zheng Quan Zhi Xing· 2025-08-25 16:31
Core Viewpoint - The company held its ninth supervisory board meeting, where it approved the 2025 semi-annual report and a proposal to cancel the supervisory board and amend the company's articles of association [1][2]. Group 1: Semi-Annual Report - The supervisory board reviewed and approved the 2025 semi-annual report, confirming that the preparation process complies with legal, regulatory, and internal control requirements [1]. - The report's content and format meet the standards set by the China Securities Regulatory Commission and the Shanghai Stock Exchange, accurately reflecting the company's operational and financial status for the first half of 2025 [1]. Group 2: Cancellation of Supervisory Board - The supervisory board approved a proposal to cancel the supervisory board and amend the company's articles of association in accordance with the revised Company Law and relevant regulations [2]. - The proposal received unanimous support with 5 votes in favor, 0 against, and 0 abstentions, and will be submitted for approval at the shareholders' meeting [2].
氯碱化工: 氯碱化工2025年第一次临时股东大会资料
Zheng Quan Zhi Xing· 2025-08-25 16:31
Core Viewpoint - Shanghai Chlor-Alkali Chemical Co., Ltd. is holding a shareholders' meeting to ensure the protection of shareholders' rights and maintain the order and efficiency of the meeting [3][4]. Group 1: Shareholders' Meeting Guidelines - The meeting will have a secretariat responsible for its organization [4]. - Shareholders have the right to speak, inquire, and vote, but must also fulfill their legal obligations [4]. - Shareholders wishing to speak must register 15 minutes before the meeting and provide proof of shareholding [4]. - The meeting will not distribute gifts, and all expenses related to attendance will be borne by the shareholders [4][5]. - The meeting will be held on September 2, 2025, at 2:30 PM at a specified location in Shanghai [5]. Group 2: Amendments to Company Regulations - The company will no longer have a supervisory board; its functions will be transferred to the audit committee of the board of directors [5][6]. - Amendments to the articles of association will reflect this change and other related adjustments [5][6]. - The articles of association will now emphasize the legal rights and obligations of the company, shareholders, and management [7][8]. Group 3: Voting and Decision-Making - The meeting will include a voting session where shareholders can express their opinions and vote on the proposed amendments [6]. - The results of the voting will be announced at the end of the meeting, along with legal opinions from the attending lawyers [6]. Group 4: Shareholder Rights and Responsibilities - Shareholders are entitled to dividends and other benefits according to their shareholding [13]. - They have the right to supervise the company's operations and propose suggestions or inquiries [13]. - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [20][21].
同德化工: 半年报董事会决议公告
Zheng Quan Zhi Xing· 2025-08-25 16:13
Group 1 - The board meeting of Shanxi Tongde Chemical Co., Ltd. was held on August 23, 2025, with all 8 directors present, ensuring compliance with relevant laws and regulations [1] - The board approved several proposals, including amendments to the company's articles of association and rules for shareholder and board meetings, which will be submitted for review at the second extraordinary general meeting of shareholders in 2025 [2][3] - The meeting also discussed the establishment and revision of governance-related systems to enhance corporate governance and operational standards [3] Group 2 - The board approved the remuneration and performance evaluation system for directors, supervisors, and senior management, with unanimous support from all directors [4] - The board also approved the management system for the ownership and trading of the company's stock by directors, supervisors, and senior management, again with unanimous support [4] - Additional governance proposals, including the accountability system for significant errors in annual report disclosures and the registration and reporting system for insider information, were also approved [5][6] Group 3 - The company plans to hold the second extraordinary general meeting of shareholders on September 11, 2025, to discuss various proposals, including the appointment of a non-independent director and adjustments for prior accounting errors [7][9] - The full content of the revised governance systems will be disclosed on August 26, 2025, through designated information disclosure media [6][7]