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金风科技: 第八届监事会第十七次会议决议公告
Zheng Quan Zhi Xing· 2025-06-02 08:20
表决结果:5票赞成,0票反对,0票弃权。 股票代码:002202 股票简称:金风科技 公告编号:2025-036 金风科技股份有限公司 本公司及监事会全体成员保证信息披露的内容真实、准确、完 整,没有虚假记载、误导性陈述或重大遗漏。 金风科技(以下简称"公司")2025 年 5 月 20 日以电子邮件方式 发出会议通知,于 2025 年 5 月 30 日在北京金风科创风电设备有限公 司九楼会议室以现场和视频相结合的方式召开第八届监事会第十七 次会议。会议应到监事五人,实到五人,其中现场出席四人,监事王 岩先生因工作原因未能出席,委托监事洛军先生代表其出席会议并代 为行使表决权,会议由监事会主席常青先生主持。本次会议召开符合 法律、法规及《公司章程》的有关规定。本次会议经全体监事审议形 成如下决议: 一、审议通过《关于修订 <金风科技股份有限公司章程> 的议案》 表决结果:5票赞成,0票反对,0票弃权。 本议案尚需提交公司股东大会审议。 《金风科技股份有限公司章程》登载于深圳证券交易所指定信息 披露网站巨潮资讯网(www.cninfo.com.cn)及香港联合交易所有限公 司网站(https://www.hke ...
视觉中国: 第十届监事会第十六次会议决议公告
Zheng Quan Zhi Xing· 2025-06-02 08:20
证券代码:000681 证券简称:视觉中国 公告编号:2025-017 视觉(中国)文化发展股份有限公司 本公司及监事会全体成员保证信息披露的内容真实、准确、完整,没有虚假 记载,误导性陈述或重大遗漏。 特此公告。 二、监事会会议审议情况 视觉(中国)文化发展股份有限公司 表决结果:3 票同意,0 票反对,0 票弃权。 监 事 会 根据《公司法》的相关规定,结合公司实际情况,优化公司组织结构,公司 拟对《公司章程》中相关条款亦作出相应修订,《监事会议事规则》等监事会相 关制度相应废止。具体内容详见与本公告同日刊登于《中国证券报》《上海证券 报》《证券日报》和巨潮资讯网的《视觉中国:关于修订 <公司章程> 的公告》及 《视觉中国:公司章程》。 二○二五年五月三十日 本议案尚需提交股东会审议。 一、监事会会议召开情况 三、备查文件 视觉(中国)文化发展股份有限公司(以下简称"公司")第十届监事会第 十六次会议于 2025 年 5 月 30 日上午在公司会议室以现场结合通讯方式召开,会 议通知于 2025 年 5 月 27 日以电子邮件方式送达全体监事。公司应到会监事 3 人,实际到会监事 3 人,参与表决监事 3 ...
岩山科技: 第八届董事会第二十次会议决议公告
Zheng Quan Zhi Xing· 2025-06-02 08:15
证券代码:002195 证券简称:岩山科技 公告编号:2025-018 上海岩山科技股份有限公司 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、误导性陈述或者重大遗漏。 上海岩山科技股份有限公司(以下简称"公司")第八届董事会第二十次会议 于 2025 年 5 月 30 日以现场及通讯表决相结合的方式在上海市浦东新区环科路 邮件方式发出。会议应参加审议董事 9 人,实际参加审议董事 9 人,其中董事 Lei Xu 先生、郑中巧先生以通讯方式出席会议并参与表决。公司部分监事及高级管理 人员列席了会议。本次董事会由公司董事长叶可先生召集并主持,会议的召集、召 开程序符合《中华人民共和国公司法(2023 年修订)》(以下简称"《公司法》") 和《公司章程》的有关规定,会议合法有效。 全体出席董事审议并通过了以下议案: 一、审议通过《关于修订 <公司章程> 及其附件的议案》; 表决结果:同意 9 票,反对 0 票,弃权 0 票。 根据《公司法》《上市公司章程指引(2025 年修订)》(以下简称"《章程指 引》")及中国证券监督管理委员会于 2024 年 12 月 27 日发布的《关于新 < ...
协鑫集成: 第六届董事会第十一次会议决议公告
Zheng Quan Zhi Xing· 2025-06-02 08:15
Core Viewpoint - The company held its 11th meeting of the 6th Board of Directors on May 30, 2025, where several resolutions were passed, including amendments to the company's articles of association and various governance rules, which will be submitted for shareholder approval [1][2][3][5]. Group 1: Amendments to Governance Documents - The company approved the amendment of the Articles of Association with a unanimous vote of 9 in favor, which will be submitted to the shareholders' meeting for review [1]. - The company also approved the revision of the Shareholders' Meeting Rules, again with a unanimous vote of 9 in favor, pending shareholder approval [2]. - The Board of Directors' Meeting Rules were similarly amended with a unanimous vote of 9 in favor, awaiting shareholder review [2][3]. - The Independent Director Work System was revised with a unanimous vote of 9 in favor, subject to shareholder approval [3]. Group 2: Related Transactions and Guarantees - The company approved an increase in the expected daily related transactions for 2025, with certain related directors abstaining from the vote, which will also be submitted for shareholder approval [3][5]. - A resolution was passed to add guarantee limits for a subsidiary, with a unanimous vote of 9 in favor, pending shareholder review [5]. Group 3: Upcoming Shareholder Meeting - The company scheduled its third extraordinary general meeting for 2025 on June 18, 2025, at 14:00, to discuss the resolutions passed in the recent board meeting [5].
海信家电: 第十二届董事会2025年第三次临时会议决议公告
Zheng Quan Zhi Xing· 2025-06-02 08:15
Group 1 - The board of directors of Hisense Home Appliances Group Co., Ltd. held its third interim meeting of the 2025 fiscal year on May 27, 2025, with all nine directors present [1] - The board approved the unlocking of shares under the 2022 A-share employee stock ownership plan, with a total of 3,386,630 shares eligible for unlocking, representing 0.25% of the company's total share capital [2][3] - The board also approved the unlocking of 6,397,866 shares under the 2022 A-share restricted stock incentive plan, which accounts for 0.46% of the company's total share capital [3] Group 2 - The first unlocking period of the 2024 A-share employee stock ownership plan is set to expire on July 15, 2025, with 4,419,638 shares eligible for unlocking, representing 0.32% of the company's total share capital [4] - The board approved a proposal to repurchase and cancel 755,634 shares of restricted stock due to various reasons including employee departures and performance evaluations [5] - The board proposed amendments to the company's articles of association and related rules, including the abolition of the supervisory board, which will be replaced by the audit committee of the board [6] Group 3 - The board proposed to grant general authority to issue A-shares or H-shares, not exceeding 20% of the total issued shares, subject to shareholder approval [7][8] - The board also sought authorization to issue debt financing instruments, including various types of bonds, with a maximum term of 15 years [9][10] - The company plans to provide guarantees for its subsidiaries, with a total guarantee limit of up to RMB 8 billion for 2026 [14][15] Group 4 - The board approved the basic annual salary for the chairman at RMB 1.596 million before tax, which will be submitted for shareholder approval [13] - The board approved the appointment of a securities affairs representative, which will also be disclosed to shareholders [13] - The board proposed to hold the 2024 annual general meeting of shareholders, with all resolutions receiving unanimous support [15]
芯朋微: 公司章程(2025年5月)
Zheng Quan Zhi Xing· 2025-05-30 15:22
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 28.2 million shares on June 23, 2020, and was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on July 22, 2020 [3] - The registered capital of the company is RMB 131,310,346 [6] Corporate Governance - The chairman serves as the legal representative of the company, and if the chairman resigns, a new legal representative must be appointed within 30 days [3] - The company’s assets are divided into equal shares, and shareholders are liable for the company’s debts only to the extent of their subscribed shares [3] - The company’s articles of association are legally binding on the company, shareholders, directors, and senior management [3] Business Objectives and Scope - The company aims to become a leading provider of electronic components, integrated circuits, and related products with international influence, focusing on quality and excellence [4] - The business scope includes research, design, production, sales of electronic components and integrated circuits, as well as related technical services and import/export activities [4] Share Issuance and Capital Structure - The company’s shares are issued in the form of stocks, with a par value of RMB 1 per share [5] - The total share capital of the company is 131,310,346 shares, all of which are ordinary shares [5] - The company may provide financial assistance for others to acquire its shares, but the total amount of such assistance cannot exceed 10% of the issued share capital [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [11] - Shareholders must comply with laws and the company’s articles of association, and they are liable for losses caused by the abuse of their rights [41] - The company must maintain a shareholder register, which serves as proof of share ownership [11] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with the annual meeting to be held within six months after the end of the fiscal year [49] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [53][55] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [81][83] Related Party Transactions - Related party transactions must be disclosed, and related shareholders are required to abstain from voting on such matters [85] - The company must ensure that transactions do not harm the interests of other shareholders [16]
益方生物: 益方生物科技(上海)股份有限公司章程(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-30 11:58
General Information - InventisBio Co., Limited is established as a joint-stock company based on the transformation of InventisBio (Shanghai) Co., Ltd, registered in Shanghai with a unified social credit code of 913101150609007219 [3][4] - The company was approved by the Shanghai Stock Exchange on January 20, 2022, and publicly issued 115 million shares of ordinary stock in April 2022, subsequently listing on the Sci-Tech Innovation Board on July 25, 2022 [3][4] Company Structure - The registered capital of the company is RMB 578.327844 million [4] - The company is a permanent joint-stock company, with the chairman serving as the legal representative [4][5] - The company’s assets are divided into equal shares, and shareholders are liable for the company’s debts only to the extent of their subscribed shares [4][5] Governance and Management - The company’s articles of association serve as a legally binding document governing the organization and behavior of the company, shareholders, directors, and senior management [5] - Senior management includes the general manager, deputy general managers, board secretary, financial officer, and other personnel as specified in the articles [5] - The company is required to establish a Communist Party organization and conduct activities in accordance with the Party's regulations [5][6] Business Objectives and Scope - The company aims to adopt advanced technology, production equipment, and scientific management methods to expand international markets and enhance economic benefits [6] - The business scope includes drug production, wholesale, retail, and import/export, along with various biotechnology and pharmaceutical technology services [6][7] Share Issuance and Capital Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [7][9] - The total number of shares issued by the company is 578.327844 million, all of which are ordinary shares [9] - The company can increase capital through various means, including issuing shares to unspecified objects, subject to shareholder approval [10][11] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares [15][16] - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [21][22] - The company’s articles stipulate that shareholders must comply with laws and the articles, and they cannot withdraw their capital except as legally permitted [21][22]
洛阳钼业: 洛阳栾川钼业集团股份有限公司章程
Zheng Quan Zhi Xing· 2025-05-30 11:58
Group 1 - The company is named Luoyang Luanchuan Molybdenum Industry Group Co., Ltd., and it was established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [2][3] - The company was founded on August 25, 2006, and registered with the Market Supervision Administration of Luoyang City, obtaining a business license [2][3] - The company issued H-shares to the public for the first time on March 8, 2007, with a total of 1,191,960,000 shares, and issued RMB ordinary shares on July 13, 2012, totaling 200,000,000 shares [2][3] Group 2 - The company's registered capital is RMB 4,278,862,035.2 [2] - The company is a permanent joint-stock company, and its legal representative is appointed from the board of directors or management [3] - The company’s assets are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [3] Group 3 - The company's business purpose is to maximize shareholder interests while providing quality service and adhering to the principles of a socialist market economy [5] - The company's business scope includes the mining, smelting, and deep processing of tungsten and molybdenum products, as well as the export of related chemical products [5] Group 4 - The company’s shares are issued in the form of stocks, with each share having a par value of RMB 0.2 [6][7] - The total number of shares issued by the company is 21,394,310,176, with A-shares accounting for 81.61% of the total [7][8] - The company can issue shares to both domestic and foreign investors, with domestic shares referred to as "internal shares" and foreign shares as "external shares" [6][7] Group 5 - The company can increase its capital through various means, including issuing convertible bonds and employee stock ownership plans [9][12] - The company is allowed to repurchase its shares under specific circumstances, such as reducing registered capital or merging with other companies [10][12] Group 6 - Shareholders have the right to sue the company based on the company’s articles of association, and the company can also sue shareholders and management [4][5] - The company’s articles of association serve as a legally binding document for the company, shareholders, and management [3][5]
长光华芯: 公司章程
Zheng Quan Zhi Xing· 2025-05-30 11:58
Core Points - The company is Suzhou Everbright Photonics Co., Ltd., established as a joint-stock company under Chinese law, with a registered capital of RMB 176.279943 million [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 33,900,000 shares, which were listed on the Shanghai Stock Exchange on April 1, 2022 [1][3] - The company's business scope includes the research, development, production, and sales of optoelectronic chips, devices, and systems [3][4] Company Structure - The company operates with a long-term business duration and has a board of directors led by a chairman who is also the legal representative [2][3] - The company’s shares are issued in the form of stocks, with each share having a nominal value of RMB 1.00 [5][6] - The total number of shares issued by the company is 176.279943 million, all of which are ordinary shares [8] Shareholder Rights and Responsibilities - Shareholders are entitled to rights proportional to their shareholdings, including profit distribution and voting rights at shareholder meetings [12][13] - The company has provisions for shareholders to propose agenda items for meetings and to request the convening of extraordinary shareholder meetings under certain conditions [25][28] - Major shareholders must adhere to regulations regarding the exercise of rights and must not abuse their control to harm the company or other shareholders [41][42] Corporate Governance - The company’s articles of association serve as a binding document for the organization and behavior of the company, shareholders, and management [3][12] - The board of directors is responsible for the overall management and must report to the shareholders annually [74] - Shareholder meetings can be held annually and must be convened within six months after the end of the previous fiscal year [48][49] Financial Management - The company can increase its registered capital through various methods, including issuing new shares to unspecified or specific investors [22] - The company is prohibited from acquiring its own shares except under specific circumstances, such as capital reduction or employee stock ownership plans [24][25] - Any external guarantees provided by the company must be approved by the board and then by the shareholders if they exceed certain thresholds [20][21]
南网科技: 南网科技:关于修订《公司章程》及部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-05-30 11:21
证券代码:688248 证券简称:南网科技 公告编号:2025-016 南方电网电力科技股份有限公司 关于修订《公司章程》及部分公司治理制度的公告 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。 《公司章程》的修订情况 南方电网电力科技股份有限公司(以下简称"公司")于 2025 年 5 月 30 日召开第二届董事会第十五次会议,审议通过了《关于修订 <公司章程> 的议案》, 本议案尚需提交公司股东大会审议并需股东大会特别决议通过。具体情况如下: 为落实《中华人民共和国公司法(2023年修订)》 《关于新 <公司法> 配套制度 规则实施相关过渡期安排》《上市公司章程指引(2025年修订)》《上海证券交易 所科创板股票上市规则(2025年4月修订)》及中国南方电网控股上市子公司章程 范本等法律法规及文件,公司拟针对不设监事会等要求修订现有章程,主要修订 内容详见附件《 <南方电网电力科技股份有限公司章程> 修订情况对比表》,具体 以市场监督管理部门登记备案为准。本次修订后的《公司章程》详见公司同日在 上海证券交易所网站(www. ...