Workflow
公司章程修订
icon
Search documents
格林美: 关于修订《公司章程》及相关议事规则并办理工商变更登记的公告
Zheng Quan Zhi Xing· 2025-08-24 16:13
Core Points - The company GreenMei Co., Ltd. has proposed amendments to its Articles of Association and related rules, which will be submitted for approval at the upcoming extraordinary shareholders' meeting [1][2] - The amendments include the dissolution of the supervisory board, with its functions being transferred to the audit committee of the board of directors [1][2] - The company has completed the repurchase and cancellation of 1.9925 million restricted shares, reducing its total shares from 5,126,291,557 to 5,124,299,057 [2] Summary by Sections Company Governance - The company aims to enhance its governance structure by eliminating the supervisory board and transferring its responsibilities to the audit committee [1][2] - The current supervisory board will continue to fulfill its duties until the new structure is implemented [1] Share Capital Changes - The company has successfully completed the repurchase and cancellation of 1.9925 million restricted shares, leading to a decrease in registered capital from RMB 5,126,291,557 to RMB 5,124,299,057 [2] - The total number of shares has been adjusted accordingly, reflecting the company's ongoing efforts to manage its equity structure [2] Articles of Association Amendments - The proposed amendments to the Articles of Association include various provisions aimed at aligning with the new Company Law and regulatory requirements [2][3] - Specific changes include the legal representation of the company and the responsibilities of the board of directors and shareholders [3][4]
GQY视讯: 第七届董事会独立董事专门会议第九次会议决议
Zheng Quan Zhi Xing· 2025-08-24 16:13
宁波 GQY 视讯股份有限公司 宁波 GQY 视讯股份有限公司(以下简称"GQY 视讯"或"公司")第七届 董事会独立董事专门会议第九次会议于 2025 年 8 月 22 日在公司会议室以现场和 通讯方式召开。本次会议通知于 2025 年 8 月 19 日发出。本次会议应出席独立董 事 3 名,实际出席独立董事 3 名。经与会独立董事一致推举,本次会议由独立董 事郝振江先生召集并主持。本次会议的召开符合《中华人民共和国公司法》《上 市公司独立董事管理办法》等法律、行政法规、规范性文件以及《公司章程》 《宁 波 GQY 视讯股份有限公司独立董事工作制度》的规定。与会独立董事对会议通 知的各项议案进行了审议,经与会独立董事讨论并表决,本次专门会议形成以下 决议: 一、审议通过《关于公司董事会换届选举暨提名第八届董事会非独立董事候 选人的议案》 经审核,公司董事会换届选举的非独立董事候选人提名已征得被提名人本人 同意,提名程序符合《公司法》和《公司章程》的有关规定。非独立董事候选人 任职资格符合担任公司董事的条件,具备履行董事职责所必需的工作经验和能力, 不存在《公司法》《深圳证券交易所创业板股票上市规则》《深圳证 ...
中钢天源拟修订《公司章程》,注册资本调整至75.39亿元
Xin Lang Cai Jing· 2025-08-24 09:17
Core Viewpoint - The company, Zhonggang Tianyuan Co., Ltd., has approved amendments to its Articles of Association and related rules during the seventh meeting of the eighth board of directors, focusing on changes in registered capital and governance structure [1]. Summary by Sections Capital Change - The registered capital of the company is adjusted from RMB 758,482,776.00 to RMB 753,883,706.00 [2]. - New provisions clarify the legal consequences and responsibilities of the legal representative when engaging in civil activities on behalf of the company [2]. Obligations and Responsibilities - The amendments impose several obligations on the controlling shareholders and actual controllers, including strict adherence to commitments and prohibition of fund occupation [2]. - Detailed regulations regarding the rights, obligations, and responsibilities of shareholders, directors, and senior management have been established, including liability for damages caused by directors and senior management while performing company duties [2]. Governance Structure - The chapter related to the supervisory board has been removed, with the audit committee assuming the responsibilities previously held by the supervisory board [3]. - A specialized committee within the board has been established, including the creation of an audit committee with defined roles and powers [2]. Future Arrangements - Other provisions of the Articles of Association remain unchanged, although some clause numbers and cross-references have been adjusted accordingly [4]. - The amendments will be subject to approval by the shareholders' meeting, and the board of directors will be authorized to handle the registration of changes with the market supervision administration after shareholder approval [4].
报喜鸟控股股份有限公司 第八届董事会第十九次会议决议公告
Group 1 - The company held its 19th meeting of the 8th Board of Directors on August 22, 2025, with all 7 directors present, confirming the legality and validity of the meeting [2][4]. - The Board approved the proposal to amend the company's articles of association with a unanimous vote of 7 in favor [2][7]. - The proposal will be submitted for review at the company's second extraordinary general meeting of shareholders scheduled for September 2, 2025 [4][6]. Group 2 - The company announced the addition of a temporary proposal for the upcoming extraordinary general meeting, which was initiated by the controlling shareholder, Mr. Wu Zhize, who holds 25.20% of the company's total shares [6][7]. - The meeting will be held on September 2, 2025, at 14:00, with both on-site and online voting options available for shareholders [8][9]. - The record date for shareholders to participate in the meeting is set for August 26, 2025 [9]. Group 3 - The meeting will include cumulative voting for the election of 3 non-independent directors and 3 independent directors, with specific voting procedures outlined [14][26]. - A special resolution requires approval from at least two-thirds of the voting rights held by shareholders present at the meeting [14]. - The company will ensure that the voting results for minority shareholders holding less than 5% of shares are counted separately [14]. Group 4 - Shareholders can register for the meeting from August 28, 2025, through various methods including on-site registration and mail [15][16]. - The company has provided detailed instructions for shareholders on how to participate in online voting [20][30]. - Contact information for inquiries regarding the meeting is provided, including phone numbers and email addresses [18].
深圳市得润电子股份有限公司发布2025年章程修订稿,明确多项核心规则
Xin Lang Cai Jing· 2025-08-23 05:28
Core Viewpoint - Shenzhen Derun Electronics Co., Ltd. has released a revised version of its Articles of Association, which details the company's organizational and operational rules, covering important aspects such as share issuance, shareholder rights, and corporate governance [1] Share Issuance Rules - The company adheres to principles of openness, fairness, and justice in share issuance, ensuring equal rights for similar shares. Financial assistance for acquiring company shares is generally prohibited, except for employee stock ownership plans, which can be approved by the shareholders' meeting or board of directors, with a limit of 10% of the total issued share capital [2] Shareholder and Shareholder Meeting Rights Protection - The company maintains a shareholder register based on securities registration institutions, where shareholders enjoy rights such as dividends, voting, and supervision, while also bearing obligations like timely reporting of share changes. The annual shareholders' meeting is held once a year within six months after the end of the previous fiscal year, with provisions for extraordinary meetings under specific circumstances [3] Corporate Governance Structure - The board of directors consists of 7 to 9 members, including 1 to 2 employee representatives and 3 independent directors. The board has various powers, including convening shareholders' meetings and deciding on business plans. The chairman is elected by a majority of the board members [4] Merger and Division Rules - The company can merge through absorption or new establishment, with certain conditions allowing for board resolutions without shareholder approval if the payment does not exceed 10% of net assets. Clear procedures are established for division, capital increase, and decrease, as well as dissolution and liquidation [5]
山河智能修订公司章程,明确多项重要规定及运作机制
Xin Lang Cai Jing· 2025-08-23 04:26
Core Points - The company, Shanhe Intelligent Equipment Co., Ltd., has revised its articles of association as of September 2025, detailing various aspects of its organization, shareholder rights, and board structure [1][3] - The company was established through the overall change of Changsha Shanhe Engineering Machinery Co., Ltd. and was listed on the Shenzhen Stock Exchange on December 22, 2006, with a registered capital of RMB 1.0746 billion [1][3] - The company has issued 107,461,726.4 shares, all of which are ordinary shares, and follows principles of openness, fairness, and justice in its share issuance [1][3] Shareholder and Shareholder Meeting - The shareholder meeting is the company's power institution, responsible for electing and replacing directors and approving board reports, with annual and temporary meetings held under strict procedural regulations [2] - Proposals for meetings must meet specific criteria, and voting requires a majority or two-thirds majority depending on the resolution type [2] Board of Directors - The board consists of eleven directors, including a chairman and potentially a vice-chairman, with authority over long-term development decisions and executive appointments [2] - The board has established various committees, including an audit committee and a strategic committee, each with defined responsibilities [2] Senior Management - The company has a general manager, several deputy managers, and other senior management roles, all appointed by the board and subject to specific regulations regarding their tenure and obligations [2] Financial and Audit Policies - The company has a financial accounting system in place and actively implements a profit distribution policy, primarily through cash dividends, ensuring that cash distributions over the last three years are at least 30% of the average distributable profit [3] - Internal audits are conducted to oversee business activities, and the appointment of accounting firms is determined by the shareholder meeting [3] Additional Regulations - The articles of association also cover notifications, mergers, capital increases, reductions, dissolution, and amendments, ensuring compliance with regulatory procedures [3] - The recent revision of the articles aims to enhance the company's governance structure and operational mechanisms, providing a solid institutional guarantee for its standardized development [3]
广东德生科技股份有限公司2025年半年度报告摘要
Core Viewpoint - The company, Guangdong Desheng Technology Co., Ltd., has approved its 2025 semi-annual report and related governance changes, including the dissolution of the supervisory board and the reassignment of its duties to the audit committee of the board of directors [8][63]. Company Basic Information - The company has not changed its controlling shareholder or actual controller during the reporting period [5][6]. - The company plans not to distribute cash dividends or issue bonus shares during this reporting period [3]. Financial Data and Performance - The company raised a total of 252.72 million RMB from its initial public offering, with a net amount of 213.86 million RMB after deducting issuance costs [48]. - As of June 30, 2025, the company has invested 22.23 million RMB of the raised funds, leaving a balance of 6.32 million RMB unutilized [50][51]. Governance Changes - The board of directors has approved the revision of the company's articles of association, eliminating the supervisory board and transferring its responsibilities to the audit committee [63]. - The company has also revised several internal governance documents to enhance operational standards and compliance with legal regulations [15][63]. Shareholder Meeting - The company plans to convene its first extraordinary general meeting of 2025 on September 8, 2025, to discuss the resolutions that require shareholder approval [39][40]. Fund Management - The company has established a dedicated account for managing raised funds, ensuring compliance with regulatory requirements and protecting investor interests [51][52]. - The company has adhered to the regulations regarding the storage and use of raised funds, with no violations reported during the period [58]. Internal Governance Revisions - The company has made several amendments to its internal governance rules, including renaming and restructuring various operational guidelines to align with current practices [15][63].
华体科技: 四川华体照明科技股份有限公司关于取消监事会、修订《公司章程》及修订公司部分管理制度的公告
Zheng Quan Zhi Xing· 2025-08-22 16:36
四川华体照明科技股份有限公司 关于取消监事会、修订《公司章程》及修订公司部 分管理制度的公告 证券代码:603679 证券简称:华体科技 公告编号:2025-058 债券代码:113574 债券简称:华体转债 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。 第五届董事会第十八次会议、第五届监事会第十次会议审议并通过《关于取消监 事会及修订 <公司章程> 的议案》现将相关事项公告如下: 一、关于取消监事会的原因及依据 根据《中华人民共和国公司法》、 《上市公司章程指引》等最新规定,结合公 司实际情况,公司将不再设置监事会,监事会的职权由董事会审计委员会行使, 公司《监事会议事规则》等监事会相关制度相应废止,在公司股东大会审议通过 取消监事会前,公司监事会仍将严格按照法律、法规、规范性文件的要求,继续 履行相应的职责。公司对监事会吴国强先生、王华先生、迟慧丽女士任职期间的 勤勉工作和对公司发展做出的贡献表示衷心感谢。 二、《公司章程》修订情况 鉴于上述情况,同时为进一步提升规范运作水平,公司对《四川华体照明科 技股份有限公司 ...
新日股份: 第七届监事会第三次会议决议公告
Zheng Quan Zhi Xing· 2025-08-22 16:29
Group 1 - The company held its third meeting of the seventh Supervisory Board on August 21, 2025, with all three supervisors present, and the meeting complied with relevant laws and regulations [1] - The Supervisory Board approved the 2025 semi-annual report, confirming it accurately reflects the company's financial status and operational results without any false statements or omissions [2] - The company plans to distribute a cash dividend of 1.00 yuan (including tax) for every 10 shares, totaling approximately 23,014,379.00 yuan (including tax) based on a total share capital of 230,143,790 shares as of June 30, 2025 [2][3] Group 2 - The Supervisory Board approved the provision for asset impairment, amounting to 6,985,704.19 yuan, based on a cautious assessment of assets that may show signs of impairment [3] - The company agreed to cancel the Supervisory Board, transferring its powers to the Audit Committee of the Board of Directors, and will amend the company’s articles of association accordingly [4] - All proposals from the Supervisory Board will be submitted for approval at the upcoming shareholders' meeting [5]
冠豪高新: 北京市康达律师事务所关于广东冠豪高新技术股份有限公司拟修订公司章程相关事项的法律意见书
Zheng Quan Zhi Xing· 2025-08-22 16:28
Core Viewpoint - The legal opinion letter from Kangda Law Firm confirms the legality and validity of the proposed amendments to the Articles of Association and related rules of Guangdong Guanhao High-tech Co., Ltd. [2][3][4] Summary by Sections Legal Framework - The legal opinion is based on the Company Law of the People's Republic of China, the Securities Law, and other relevant regulations [3][4]. - The law firm conducted a thorough review of the documents provided by the company regarding the proposed amendments [3][4]. Meeting Approval - The proposed amendments were approved by the company's ninth board meeting [5]. - The amendments require further approval from the shareholders' meeting through a special resolution [5]. Content of Amendments - The amendments include changes to the Articles of Association, such as the definition of the company and its stakeholders [5][6]. - Specific changes include the responsibilities of the legal representative and the company's obligations in civil activities [6][7]. - The amendments also clarify the company's capital structure and shareholder responsibilities [8][9]. Shareholder Rights and Obligations - The amendments outline the rights of shareholders, including profit distribution and the ability to participate in decision-making [17][18]. - Shareholders are required to comply with laws and the Articles of Association, and they cannot misuse their rights to harm the company or other shareholders [22][23]. Corporate Governance - The amendments emphasize the responsibilities of controlling shareholders and actual controllers to act in the best interest of the company and its stakeholders [42][43]. - There are provisions to ensure that the company operates independently and that its assets are not misappropriated by controlling shareholders [24][42].