公司治理结构完善

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建霖家居: 厦门建霖健康家居股份有限公司第三届董事会第十四次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:51
Meeting Overview - The third meeting of the board of directors of Xiamen Jianlin Health Home Co., Ltd. was held on August 28, 2025, with all 9 directors present, ensuring compliance with relevant laws and regulations [1][2]. Resolutions Passed - The board approved the "2025 Semi-Annual Report" and its summary, which had been reviewed and approved by the audit committee [2]. - The board also approved the "Special Report on the Storage and Actual Use of Raised Funds for the First Half of 2025," which was similarly disclosed on the Shanghai Stock Exchange [2]. - A resolution was passed to amend the company's articles of association and adjust the organizational structure, aiming to enhance corporate governance in line with the latest regulations [3]. Organizational Changes - Following the amendments, the "Shareholders' Meeting" will be renamed to "Shareholders' Assembly," and the supervisory board will be dissolved, with its powers transferred to the audit committee of the board [3]. - The nomination committee and the remuneration and assessment committee of the board will be merged into a single "Nomination and Remuneration Committee," with specific members appointed [3]. Upcoming Events - The company plans to hold its first extraordinary general meeting of 2025 on September 15, 2025, with details disclosed on the Shanghai Stock Exchange [5].
爱普股份: 爱普香料集团股份有限公司第五届监事会第十七次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:50
Meeting Overview - The 17th meeting of the fifth Supervisory Board of Aipu Flavor Group Co., Ltd. was held on August 27, 2025, in Shanghai, with all three supervisors present [1] - The meeting was convened in accordance with the Company Law and relevant regulations, ensuring its legality and validity [1] Supervisory Board Resolutions - The Supervisory Board reviewed and approved the 2025 Half-Year Report and its summary, confirming compliance with legal and internal regulations [2] - The content and format of the 2025 Half-Year Report were found to meet the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange, accurately reflecting the company's financial status and operational results [2] - No violations of confidentiality were found among the personnel involved in the preparation and review of the report [2] - The Supervisory Board members guaranteed the truthfulness and completeness of the disclosed information in the report, assuming legal responsibility for its accuracy [2] Fund Management - The management and use of raised funds were reported to comply with the Shanghai Stock Exchange's self-regulatory guidelines, with no violations identified [3] - The resolution regarding the management of raised funds was also approved unanimously by the Supervisory Board [3] Governance Structure Changes - To enhance corporate governance, the company plans to abolish the Supervisory Board, transferring its powers to the Audit Committee of the Board of Directors, and will amend the Articles of Association accordingly [3] - This resolution was passed with unanimous support from the Supervisory Board [3] Disclosure - Detailed reports regarding the 2025 Half-Year Report and the management of raised funds are available on the Shanghai Stock Exchange website and in relevant financial newspapers [4]
光峰科技: 第三届监事会第四次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 14:21
Meeting Overview - The third meeting of the third Supervisory Board of Shenzhen Guangfeng Technology Co., Ltd. was held on August 28, 2025, with all three members present, and the meeting was deemed legally valid [1]. Financial Reports - The Supervisory Board approved the 2025 Half-Year Report and its summary, confirming that the report accurately reflects the company's financial status and operational results for the first half of 2025 [1][2]. - The board also approved the Special Report on the Storage and Use of Raised Funds for the first half of 2025, affirming compliance with relevant regulations and confirming that the use of funds aligns with previously disclosed information [2]. Governance Changes - The board approved a proposal to abolish the Supervisory Board and amend the company's Articles of Association, transferring the supervisory responsibilities to the Audit Committee of the Board [2][3]. - This decision aims to enhance the corporate governance structure in line with the latest legal requirements and the company's operational needs [3]. Stock Incentive Plans - The board approved adjustments to the grant price of the restricted stock incentive plan, ensuring compliance with relevant regulations and protecting shareholder interests [4]. - A proposal to void certain unvested restricted stocks from the 2022 incentive plan was also approved, affecting those who no longer qualify as incentive recipients [5]. - The board confirmed that the conditions for the second vesting period of the 2022 restricted stock incentive plan have been met, allowing for the registration of 33,290 shares for five eligible recipients [6]. - Additionally, the board approved the voiding of unvested stocks from the 2021 second phase incentive plan, totaling 414,000 shares, due to non-qualification of certain recipients [8]. Fund Management - The board approved the permanent allocation of remaining excess funds from the initial public offering project to supplement working capital, which is expected to enhance the efficiency of fund utilization [9][10].
光峰科技: 关于公司取消监事会、修订《公司章程》暨制定、修订及废止部分治理制度的公告
Zheng Quan Zhi Xing· 2025-08-29 14:20
Group 1 - The company has decided to abolish the supervisory board and amend its Articles of Association to improve corporate governance and decision-making processes [1][2] - The supervisory board's responsibilities will be transferred to the audit committee of the board of directors, in accordance with relevant laws and regulations [1][2] - The company expresses gratitude to the supervisory board members for their contributions during their tenure [1] Group 2 - The amendments to the Articles of Association will require approval at the company's first extraordinary general meeting in 2025 before taking effect [2] - The company will disclose the revised Articles of Association on the Shanghai Stock Exchange website [2] - The company is also revising various governance systems to enhance internal management mechanisms [2][3] Group 3 - Specific governance systems being revised include the management of shares held by directors and senior management, which will require shareholder approval [3] - The company will ensure compliance with relevant laws and regulations during the revision process [3]
申联生物: 第四届监事会第四次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 12:17
Group 1 - The core viewpoint of the announcement is that the Supervisory Board of the company has reviewed and approved the 2025 semi-annual report and its summary, confirming that the report accurately reflects the company's financial status and operational results for the first half of 2025 [1][2] - The Supervisory Board unanimously agreed that the preparation and review procedures of the semi-annual report comply with relevant laws and regulations, and there are no false records or misleading statements [2] - The company has completed the investment projects funded by the initial public offering, and the special account for raised funds has been closed, ensuring compliance with regulations regarding the use of raised funds [2][3] Group 2 - The Supervisory Board has proposed to cancel the Supervisory Board as part of a decision to enhance the company's governance structure, which aligns with the latest legal requirements and the company's operational needs [3][4] - The cancellation of the Supervisory Board will not harm the interests of shareholders, particularly minority shareholders, and the responsibilities of the Supervisory Board will be transferred to the Audit Committee of the Board of Directors [3][4] - This proposal is subject to approval at the company's shareholders' meeting, and until then, the current Supervisory Board will continue to fulfill its supervisory duties diligently [4]
申联生物: 申联生物医药(上海)股份有限公司2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-08-29 12:17
Core Viewpoint - The company is holding its second 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 [1][5][7]. Meeting Procedures - The meeting will confirm the identity of attendees and ensure that only registered shareholders or their proxies can participate in voting [2][3]. - The agenda includes the announcement of the number of shareholders present and their voting rights, followed by the reading of meeting guidelines and the election of vote counters [5]. - Shareholders have the right to speak, inquire, and vote, but must register in advance and adhere to time limits during discussions [2][3][5]. Agenda Items - **Proposal 1**: The company proposes to cancel the supervisory board and amend the articles of association accordingly, transferring the supervisory functions to the audit committee of the board [6][7]. - **Proposal 2**: The company aims to revise and establish other operational regulations to align with the updated articles of association and improve governance [7][8]. Voting Process - Voting will be conducted through both on-site and online methods, with specific time frames for participation [4][5]. - The results of the votes will be announced after a break for counting, followed by the reading of the legal opinion by the witnessing lawyer [5][6].
淮河能源: 淮河能源(集团)股份有限公司第八届监事会第十二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 11:44
证券代码:600575 证券简称:淮河能源 公告编号:临 2025-039 淮河能源(集团)股份有限公司 第八届监事会第十二次会议决议公告 本公司监事会及全体监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。 淮河能源(集团)股份有限公司(以下简称"公司")第八届监事会第十二次会 议于 2025 年 8 月 29 日在公司二楼二号会议室召开,会议通知于 2025 年 8 月 19 日以 电子邮件的形式向全体监事发出。会议应出席监事 4 人,实际出席 4 人,公司董事长 周涛(代行董事会秘书职责)列席了会议。会议由监事会主席王小波主持,会议的召 开符合《公司法》和《公司章程》的规定。会议逐项审议,并以书面记名表决的方式 通过了如下决议: 一、审议通过了《淮河能源(集团)股份有限公司 2025 年半年度报告》全文及 其摘要 根据《证券法》等相关规定,公司监事会对董事会编制的 2025 年半年度报告发 表如下审核意见: 度的各项规定; 的信息能够从各个方面真实地反映出公司半年度的经营管理和财务状况等事项; 行为。 表决结果:4 票同意,0 票反对,0 票 ...
鸣志电器: 鸣志电器2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-08-29 11:44
上海鸣志电器股份有限公司 SHANGHAI MOONS' ELECTRIC CO., LTD (股票代码:603728 股票简称:鸣志电器) 会 议 资 料 二〇二五年九月二十六日 上海鸣志电器股份有限公司 会议须知 2025 年第二次临时股东大会 上海鸣志电器股份有限公司 会议须知 为维护全体股东的合法权益、维持股东大会正常秩序和提高议事效率,根据《上市 公司股东大会规则》以及上海鸣志电器股份有限公司(以下简称"公司")《公司章程》 的相关规定,特制定 2025 年第二次临时股东大会会议须知: 会议议程 2025 年第二次临时股东大会 上海鸣志电器股份有限公司 会议议程 八、 大会结束 与会人员:董事、监事及高级管理人员,公司聘请的律师 会议时间:2025 年 9 月 26 日下午 14:30 上海鸣志电器股份有限公司 议案 1:关于取消监事会并修订《公司章程》的议案 法律法规的规定,结合公司实际情况,拟不再设置监事会, 《公司法》规定的监事会职权由 董事会审计委员会行使,《监事会议事规则》等监事会相关制度相应废止,并对《公司章 程》及《股东会议事规则》《董事会议事规则》部分条款进行修订。 本议案已经公司第 ...
淮河能源: 淮河能源(集团)股份有限公司关于取消监事会并修订《公司章程》及部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-08-29 11:44
Core Viewpoint - Huaihe Energy Group Co., Ltd. has announced the cancellation of its supervisory board and the revision of its Articles of Association to enhance corporate governance and comply with the new Company Law effective from July 1, 2024 [1][2]. Summary by Sections Cancellation of Supervisory Board - The company plans to abolish the supervisory board and its members, transferring the supervisory responsibilities to the audit committee of the board of directors [2]. - The supervisory board will continue to fulfill its supervisory duties until the shareholders' meeting approves the cancellation [2]. Revision of Articles of Association - The revision includes numerous changes, such as replacing "shareholders' meeting" with "shareholders' assembly" and deleting the section related to the supervisory board [2]. - Specific terms related to the supervisory board have been modified to reflect the new structure, including changes to the titles and responsibilities of the audit committee [2][3]. Key Changes in Articles of Association - The first article now emphasizes the protection of the rights of the company, shareholders, and creditors [3]. - The role of the chairman as the legal representative of the company is clarified, with provisions for appointing a new representative within 30 days if the current one resigns [6]. - New provisions have been added regarding the company's liability for damages caused by the legal representative while performing duties [7]. - The total number of shares issued by the company remains at 3,886,261,065, all of which are ordinary shares [8]. - The company is prohibited from providing financial assistance for the acquisition of its shares, with specific exceptions for employee stock ownership plans [8]. Governance and Compliance - The company has established measures to prevent the controlling shareholders from misusing their power and harming the interests of the company and minority shareholders [24][25]. - The board of directors is tasked with enhancing the management of financial resources and ensuring compliance with legal and regulatory requirements [25][26]. - The company will implement a mechanism to freeze shares held by controlling shareholders in case of asset misappropriation [26][27].
远达环保: 远达环保第十届董事会第三十次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 10:25
证券代码:600292 证券简称:远达环保 编号:临 2025-047 号 国家电投集团远达环保股份有限公司 第十届董事会第三十次会议决议公告 本公司董事会及全体董事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,并对其内容的真实性、准确性和完整性承担个别及连带责任。 国家电投集团远达环保股份有限公司第十届董事会第三十次会 议通知于 2025 年 8 月 18 日以邮件方式发出,会议于 2025 年 8 月 28 日 9:00 在公司 12 楼会议室召开,应到董事 10 人,实到董事 9 人, 委托出席 1 人(公司副董事长苏琦先生因公出差,书面委托董事长陈 斌先生);监事会成员 3 人、高管人员 2 人列席了会议。会议的召集、 召开程序符合《中华人民共和国公司法》等法律法规、规章、规范性 文件和《公司章程》的有关规定。会议由公司董事长陈斌先生主持, 经董事认真审议及表决,全体与会董事一致通过了如下决议: 一、通过了《关于审议公司 2025 年半年度报告及摘要的议案》 表决结果:赞成 10 票,反对 0 票,弃权 0 票,回避 0 票。 本议案在提交董事会前已经董事会审计与风险委员会审议通过。 《 ...