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卫光生物: 关于修订《公司章程》及相关制度的公告
Zheng Quan Zhi Xing· 2025-07-01 16:41
Core Viewpoint - Shenzhen Weiguang Biological Products Co., Ltd. has revised its Articles of Association and related systems to enhance corporate governance and operational standards [1][2]. Group 1: Articles of Association Revision - The company has proposed amendments to its Articles of Association to improve governance structure and comply with relevant laws and regulations [1]. - The revised Articles of Association and a comparison table of changes are available on the official website [1]. Group 2: Related System Revisions - The board of directors has approved revisions to several internal systems, including those related to independent directors, audit committee, nomination committee, compensation and assessment committee, strategic committee, insider information management, and accountant selection [1]. - The full text of the revised systems is also published on the official website [1].
科思科技: 董事会议事规则
Zheng Quan Zhi Xing· 2025-07-01 16:41
深圳市科思科技股份有限公司 第一章 总则 第一条 为了进一步规范本公司董事会的议事方式和决策程序,促使董事和 董事会有效地履行其职责,提高董事会规范运作和科学决策水平,根据《中华人 民共和国公司法》(以下简称"《公司法》")、《中华人民共和国证券法》(以下简 称"《证券法》")等有关规定和《深圳市科思科技股份有限公司章程》 (以下简称 "《公司章程》")的规定,制订本规则。 第二条 董事会是公司经营管理的常设机构,依据法律、行政法规、规范 性文件、中国证监会和证券交易所的有关规定及《公司章程》和股东会赋予的职 权范围行使职权,对股东会负责。 第三条 董事会下设证券事务部,处理董事会日常事务。 董事会秘书兼任证券事务部负责人,保管董事会印章。 第二章 董事会的组成及其职权 第四条 董事会由 7 名董事组成。董事会设董事长一名。董事长由董事会全 体董事的过半数选举产生。 第五条 董事会行使下列职权: (一)召集股东会,并向股东会报告工作; (二)执行股东会的决议; (三)决定公司的经营计划和投资方案; (四)制订公司的年度财务预算方案、决算方案; 公司独立董事占董事会成员的比例不低于三分之一,且至少包括一名会计专 ...
唐源电气: 董事会提名委员会工作制度(2025年6月)
Zheng Quan Zhi Xing· 2025-07-01 16:40
Core Viewpoint - The establishment of the Nomination Committee aims to standardize the selection of directors and senior management, optimize the composition of the board, and improve the corporate governance structure of Chengdu Tangyuan Electric Co., Ltd [2][3]. Group 1: General Provisions - The Nomination Committee is set up to regulate the selection of directors and senior management personnel, based on relevant laws and regulations [2]. - The committee is a specialized working body of the board, responsible for proposing candidates for directors and senior management [2]. Group 2: Composition of the Committee - The Nomination Committee consists of three directors, with a majority being independent directors [3]. - The committee members are nominated by the chairman, more than half of the independent directors, or more than one-third of all directors, and elected by the board [3]. Group 3: Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing candidates' qualifications [3]. - It must provide recommendations to the board regarding the nomination or dismissal of directors and the hiring or firing of senior management [3]. Group 4: Decision-Making Procedures - The selection process for directors and senior management includes communication with relevant departments, candidate searches, and qualification reviews [4]. - The committee must ensure that candidates consent to their nominations before proceeding [4]. Group 5: Meeting Rules - Meetings of the Nomination Committee require the presence of at least two-thirds of the members to be valid [5]. - Decisions are made by a majority vote, and meetings can be held in person or via other approved methods [5]. Group 6: Miscellaneous Provisions - The committee's procedures and decisions must comply with relevant laws, regulations, and the company's articles of association [6]. - The committee's rules take effect upon approval by the board [6].
常山北明: 公司章程
Zheng Quan Zhi Xing· 2025-07-01 16:40
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while adhering to the principles of the Communist Party and relevant laws [1][2] - The company was established as a joint-stock company in accordance with the Company Law and other regulations, with a registered capital of RMB 1,598,616,721 [1][3] Business Objectives and Scope - The company's business objective is to prioritize quality and customer satisfaction, positioning itself as a leader in the technology sector [3] - The approved business scope includes services in artificial intelligence, information systems integration, network security software development, big data services, and renewable energy technology [3][4] Shares - The company issues shares in the form of stocks, with all shares being ordinary shares [4][5] - The total number of issued shares is 1,598,616,721, with specific contributions from founding shareholders [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, while also being obligated to comply with laws and the company's articles of association [9][10] - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [13][41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [48][49] - Shareholder meetings require a quorum and decisions are made based on majority or supermajority votes depending on the nature of the resolution [80][81] Decision-Making and Voting - Ordinary resolutions require a simple majority, while special resolutions require a two-thirds majority of the voting rights present [80][82] - The company must disclose voting results, especially for matters affecting minority investors [83][84]
皓元医药: 上海皓元医药股份有限公司2025年第四次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-01 16:30
Core Viewpoint - The Shanghai Haoyuan Pharmaceutical Co., Ltd. is holding its fourth extraordinary general meeting of shareholders in 2025 to discuss significant governance changes, including the cancellation of the supervisory board and amendments to the company's articles of association [6][7]. Group 1: Meeting Procedures - The meeting will verify the identity of attendees and restrict entry to authorized personnel only [2]. - Shareholders must arrive 30 minutes prior to the meeting for registration and must present valid identification [2]. - Attendees are required to maintain order during the meeting and adhere to the established rules for speaking and voting [3][5]. Group 2: Agenda Items - The meeting will address two main proposals: the cancellation of the supervisory board and the revision of the company's articles of association [6][7]. - The second proposal includes 13 sub-proposals aimed at improving corporate governance and operational efficiency [8]. Group 3: Voting and Decision-Making - Voting will be conducted through a combination of on-site and online methods, with specific time slots designated for each [5][6]. - The results of the voting will be announced by the meeting host after the counting process is completed [5][6]. Group 4: Governance Changes - The proposal to cancel the supervisory board is based on recent legal amendments and aims to enhance the board's oversight capabilities through the audit committee [7]. - The company plans to revise its governance structure in accordance with the new legal framework and operational needs [8][9].
福莱新材: 福莱新材关于变更注册资本、取消监事会并修订《公司章程》及相关制度的公告
Zheng Quan Zhi Xing· 2025-07-01 16:30
Summary of Key Points Core Viewpoint The announcement details the changes in the registered capital, the cancellation of the supervisory board, and the amendments to the company's articles of association and related systems by Zhejiang Fulai New Materials Co., Ltd. Group 1: Changes in Registered Capital - The company issued 4,290,180 A-share convertible bonds with a total amount of 429.018 million yuan, approved by the China Securities Regulatory Commission [1] - As of May 30, 2025, the total number of shares increased from 201,395,263 to 282,007,606, and the registered capital increased from 201,395,263 yuan to 282,007,606 yuan due to the conversion of bonds into shares [1][2] Group 2: Cancellation of Supervisory Board and Amendments - The company decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with relevant laws and regulations [2][3] - The company revised its articles of association and related systems to enhance corporate governance and operational norms [2][3] Group 3: Profit Distribution - The company approved a profit distribution plan at the 2024 annual general meeting, distributing a cash dividend of 1.50 yuan per 10 shares and increasing capital by 4 shares for every 10 shares held [1][2] - The total cash dividend distributed amounted to 29,882,735.40 yuan, and 79,687,294 shares were increased as part of the capital reserve [1][2]
福莱新材: 董事会议事规则
Zheng Quan Zhi Xing· 2025-07-01 16:30
浙江福莱新材料股份有限公司 第一章 总则 第一条 为健全和规范浙江福莱新材料股份有限公司(以下简称"公司") 董事会议事和决策程序,保证公司董事会依法行使职权,根据《中华人民共和国 公司法》(以下简称"《公司法》")、《上市公司章程指引》、《上市公司治 理准则》等法律、法规和规范性文件,以及《浙江福莱新材料股份有限公司章程》 (以下简称"公司章程")的有关规定,并结合本公司的实际情况,制定本规则。 第二条 董事会是公司经营决策的常设机构,董事会对股东会负责。 董事会会议是董事会议事的主要形式。董事按规定参加董事会会议是履行董 事职责的基本方式。 第三条 董事任期从就任之日起计算,至本届董事会任期届满时为止。董事 任期届满未及时改选,在改选出的董事就任前,原董事仍应当依照法律、行政法 规、部门规章和公司章程的规定,履行董事职务。 第四条 董事可以由总经理或者其他高级管理人员兼任,但兼任总经理或者 其他高级管理人员职务的董事以及由职工代表担任的董事,总计不得超过公司董 事总数的二分之一。 (五)制订公司增加或者减少注册资本、发行债券或其他证券及上市方案; (六)拟订公司重大收购、收购本公司股票或者合并、分立、解散 ...
华纬科技: 董事会审计委员会实施细则(2025 年7月)
Zheng Quan Zhi Xing· 2025-07-01 16:30
Core Points - The implementation rules for the Audit Committee of Huawai Technology Co., Ltd. aim to enhance the decision-making function of the board and ensure effective supervision of the management team [1][2] - The Audit Committee is composed of three directors who are not senior management, with a majority being independent directors [2][3] - The Audit Committee's main responsibilities include reviewing financial information, supervising internal and external audits, and ensuring compliance with laws and regulations [5][6] Group 1: General Provisions - The Audit Committee is established to strengthen the board's decision-making and oversight capabilities [1] - The committee operates under the authority granted by the board and is responsible for submitting proposals for board review [1][2] Group 2: Composition and Qualifications - The committee must have a chairperson who is an independent director with accounting expertise [2][3] - Members must possess sufficient professional knowledge and experience to fulfill their duties effectively [2][3] Group 3: Responsibilities and Authority - The Audit Committee is responsible for reviewing financial reports, supervising audits, and ensuring the accuracy of financial disclosures [5][6] - The committee has the authority to inspect the company's finances and supervise the actions of directors and senior management [12][20] Group 4: Meeting Procedures - The Audit Committee must meet at least quarterly, with additional meetings called as necessary [16][30] - A quorum requires the presence of at least two-thirds of the members [36] Group 5: Reporting and Disclosure - The company must disclose the Audit Committee's annual performance and any significant issues identified during its oversight [50][51] - The committee's recommendations that are not adopted by the board must be disclosed along with the reasons [52]
同仁堂: 同仁堂 2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-01 16:21
Core Viewpoint - The company is preparing for its second extraordinary general meeting of shareholders in 2025, focusing on amendments to its governance documents and the election of non-independent directors [2][5][17]. Meeting Details - The meeting is scheduled for July 14, 2025, at 9:30 AM, located at the company's headquarters in Beijing [3]. - The chairman of the meeting will be Mr. Di Shubing [3]. - Voting will be conducted through a combination of on-site and online methods, with specific time slots for online voting [3][4]. Agenda Items - The first agenda item includes the proposal to amend the company's articles of association to enhance governance and operational standards [5]. - The second agenda item involves revising the rules for shareholder meetings to improve order and efficiency [7]. - The third agenda item focuses on updating the rules for board meetings to enhance decision-making processes [9]. - Additional proposals include amendments to the cumulative voting system, external guarantee management, external investment management, related party transaction management, and financial assistance management [10][14][15]. - The company will also propose the election of non-independent directors, Mr. Chen Jiafu and Ms. Pan Baoxia, for the tenth board of directors [17][18]. Compliance and Disclosure - All proposed amendments and rules have been disclosed on the Shanghai Stock Exchange website as of June 28, 2025 [5][7][10][14][15].
华谊集团: 总裁工作细则(2025年修订)
Zheng Quan Zhi Xing· 2025-07-01 16:21
Core Points - The document outlines the operational guidelines for Shanghai Huayi Group Co., Ltd, focusing on the governance structure and responsibilities of the president and senior management [2][3] - It emphasizes the importance of adhering to legal regulations and the company's articles of association, ensuring effective implementation of the board's strategic plans [2][3] Section Summaries General Principles - The purpose of the guidelines is to enhance the corporate governance structure and clarify the responsibilities and authority of the management team under the president [2] - The president and senior management are required to comply with laws and the company's articles of association, bearing fiduciary and diligence obligations [2] Composition and Appointment of Management - The company has one president, appointed or dismissed by the board of directors, with other senior management members nominated by the president and approved by the board [3] - The president's term is three years, with the possibility of reappointment, and other senior management members share the same term conditions [3] Responsibilities and Authority - The president is accountable to the board and has the authority to make decisions on asset transactions not exceeding 300 million RMB [4] - The management team must not exceed the authority granted by the board and is encouraged to innovate within the established framework [4][5] Meeting Management - The company conducts weekly joint office meetings led by the president to discuss significant operational and management issues [5] - Meeting records are maintained as company archives, and decisions must be documented and approved by the board when necessary [5] Reporting System - The president is required to regularly report to the board and the audit committee on the company's operational management and significant decisions [6] Additional Provisions - The president must consult the labor union before making decisions affecting employee welfare and rights [6] - The guidelines will be effective upon approval by the board and will be revised as necessary to comply with national laws and regulations [6]