公司治理结构调整

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凯华材料: 第四届董事会第十一次会议决议公告
Zheng Quan Zhi Xing· 2025-09-01 11:08
Meeting and Attendance - The meeting was convened in accordance with the Company Law of the People's Republic of China, the Securities Law, and relevant regulations [1] - A total of 6 directors were supposed to attend, and all 6 were present or authorized to attend [1] Resolutions Passed Cancellation of Supervisory Board - The proposal to cancel the supervisory board and supervisors was approved, with the supervisory board's powers to be transferred to the audit committee of the board of directors [1] - Amendments to the Articles of Association will be made accordingly, and the shareholders' meeting will authorize the board to handle the necessary registration changes [1] Internal Governance System - A proposal to formulate and revise certain internal governance systems was approved, which requires shareholders' meeting approval [2][4] - Specific internal management systems were newly established or revised, including rules for shareholder meetings, board meetings, and various management systems [2][3][4] Organizational Structure Adjustment - The proposal to adjust the company's organizational structure was approved, which includes the cancellation of the supervisory board and adjustments to the existing structure [6] Upcoming Shareholders' Meeting - The board plans to hold the first temporary shareholders' meeting of 2025 on September 16, 2025 [6]
晨光新材: 晨光新材2025年第二次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-09-01 08:19
Core Viewpoint - The company is convening its second extraordinary general meeting of shareholders in 2025 to discuss significant changes, including the cancellation of the supervisory board, changes to registered capital, and amendments to the company's articles of association [1][6]. Group 1: Meeting Details - The meeting is scheduled for September 9, 2025, at 14:30 [4]. - The voting will be conducted through a combination of on-site and online methods, with specific time slots for online voting [5]. - Shareholders must register and provide necessary documentation to participate in the meeting [1][2]. Group 2: Agenda Items - The first agenda item involves the proposal to cancel the supervisory board and amend the company's registered capital and articles of association [6]. - The second agenda item focuses on revising certain company policies to enhance governance and compliance with legal requirements [9][10]. Group 3: Proposal Details - The proposal to cancel the supervisory board is based on legal regulations and aims to transfer the supervisory functions to the audit committee of the board [6]. - The company has completed the repurchase and cancellation of 456,000 shares due to unmet conditions of the 2024 stock incentive plan, reducing the total share capital from 313,357,360 shares to 312,901,360 shares [6][8]. - Amendments to the articles of association will reflect changes in registered capital and ensure compliance with current laws and regulations [9].
每周股票复盘:拱东医疗(605369)Q2净利降54.3%
Sou Hu Cai Jing· 2025-08-31 05:16
Core Viewpoint - Gongdong Medical's stock price has decreased by 2.69% to 19.9 yuan, with a current market capitalization of 4.388 billion yuan, ranking 86th in the medical device sector and 3636th in the A-share market [1] Shareholder Changes - As of June 30, 2025, the number of shareholders for Gongdong Medical was 9,870, an increase of 10.79% from March 31, 2025, with an average shareholding of 22,300 shares per account, resulting in an average market value of 424,200 yuan [2][5] Performance Disclosure Highlights - Gongdong Medical's mid-year report for 2025 shows a main revenue of 557 million yuan, a year-on-year increase of 0.58%, while the net profit attributable to shareholders decreased by 47.16% to 50.349 million yuan. The second quarter revenue was 292 million yuan, up 3.78% year-on-year, but the net profit dropped by 54.3% to 22.937 million yuan [3][5] Company Announcements Summary - The third board meeting of Gongdong Medical on August 25, 2025, approved several proposals, including the cancellation of the supervisory board and amendments to the company’s articles of association. A temporary shareholders' meeting is scheduled for September 18, 2025, to discuss these changes, with the supervisory board's responsibilities to be transferred to the audit committee of the board [4][5]
上海普利特复合材料股份有限公司第六届董事会第四十二次会议决议公告
Shang Hai Zheng Quan Bao· 2025-08-30 16:41
Group 1 - The company held its 42nd meeting of the sixth board of directors on August 29, 2025, to discuss the election of the seventh board of directors [2][6][38] - The meeting was attended by all seven directors, and the chairman, Mr. Zhou Wen, presided over the meeting [3][4] - The board approved the election of three non-independent directors: Mr. Zhou Wen, Mr. Zhou Zhenlun, and Mr. Zhou Bing, with unanimous support of 7 votes [6][8][10] Group 2 - The board also approved the election of three independent directors: Mr. Qian Junlv, Mr. Tang Yunwei, and Mr. Shao Wanquan, with unanimous support of 7 votes [10][11][39] - The independent directors' qualifications are subject to review by the Shenzhen Stock Exchange before being submitted for shareholder approval [12][39] - The seventh board of directors will consist of 7 members, including 4 non-independent directors and 3 independent directors, with a term of three years starting from the date of shareholder approval [38][39] Group 3 - The board approved a proposal to adjust the governance structure by abolishing the supervisory board, transferring its powers to the audit committee of the board [13][14] - The company will revise its articles of association accordingly, with the revised articles to be disclosed in designated media [13][14] - The adjustments aim to enhance governance efficiency and streamline management processes [13][14] Group 4 - The board approved several internal governance system revisions, including amendments to the rules for shareholder meetings, board meetings, and independent director systems, all receiving unanimous support [15][16] - The company will also implement new management systems for various operational aspects, including external guarantees and investment management [15][16][20] - These revisions are intended to improve the company's operational standards and governance structure [15][16] Group 5 - The company plans to hold its third extraordinary general meeting of shareholders on September 15, 2025, to vote on the proposed board elections and governance adjustments [41][43] - The meeting will be conducted both in-person and via online voting, allowing shareholders to participate remotely [43][48] - Shareholders must register by September 9, 2025, to attend the meeting [44][47]
悍高集团: 悍高集团股份有限公司关于变更公司注册资本、公司类型、经营范围暨修订《公司章程》并办理工商变更登记的公告
Zheng Quan Zhi Xing· 2025-08-29 17:47
Group 1 - The company has approved changes to its registered capital, company type, and business scope, along with amendments to its Articles of Association [1][5] - The registered capital has increased from RMB 360 million to RMB 400.01 million, and the total number of shares has changed from 360 million to 400.1 million following the initial public offering [1][8] - The company type has been updated from "non-listed limited company" to "listed company" after its shares were listed on the Shenzhen Stock Exchange on July 30, 2025 [1][8] Group 2 - The company plans to expand its business scope to include a wider range of products and services, including various manufacturing and sales activities related to hardware, household goods, and electrical appliances [3][12] - The new business scope includes research and development, manufacturing, and sales of a variety of products such as kitchenware, sanitary ware, and home appliances, as well as e-commerce platform operations [3][12] - The company will also engage in import and export activities for various goods and technologies, subject to legal regulations [3][12] Group 3 - The company is adjusting its governance structure by adding one employee director, increasing the board size from five to six members [5] - Amendments to the Articles of Association are being made to align with the latest legal regulations and to protect the rights of shareholders and employees [5][6] - The revised Articles of Association will provide a legal framework for the company's operations and the rights and obligations of shareholders and management [10][11]
中远海特: 中远海运特种运输股份有限公司关于取消监事会及修订《公司章程》等制度的公告
Zheng Quan Zhi Xing· 2025-08-29 17:47
证券代码:600428 证券简称:中远海特 公告编号:2025-040 中远海运特种运输股份有限公司 关于取消监事会及修订《公司章程》 等制度的公告 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。 根据《中华人民共和国公司法》及最新修订版《上市公司章程指 引(2025年修订)》《上海证券交易所股票上市规则》及《上海证券交 易所上市公司自律监管指引第1号——规范运作》等相关规定,为进一 步完善公司治理结构,结合公司实际情况,中远海运特种运输股份有 限公司(以下简称"公司")于2025年8月28日召开第八届董事会第二 十九次会议、第八届监事会第十七次会议,审议通过《关于取消监事 会及修订 <公司章程> 等制度的议案》 ,同意取消监事会,废止《监事会 议事规则》 ,同时对《公司章程》等制度进行修订。现将具体事项公告 如下: 一、同意取消公司监事会 公司不再设置监事会,废止公司《监事会议事规则》,董事会审计 委员会行使《公司法》规定的监事会职权。本事项尚需公司股东大会 审议批准,在此之前,监事会及监事将按照有关法律法规及《公司章 程》 ...
百大集团: 百大集团股份有限公司第十一届监事会第十次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 17:02
Core Points - The company held the 10th meeting of the 11th Supervisory Board on August 27, 2025, in Hangzhou, with all three supervisors present, meeting the legal requirements for quorum [1][2] - The Supervisory Board approved the 2025 semi-annual report, confirming that the internal management systems and information presented accurately reflect the company's operational and financial status [1][2] - The company appointed Tianjian Accounting Firm as the auditor for the 2025 financial statements and internal control, with an audit fee of 530,000 yuan, including 400,000 yuan for the annual report audit and 130,000 yuan for internal control audit [2] - The company recognized a fair value change gain and credit impairment loss affecting the net profit attributable to the parent company of -12.1782 million yuan for the first half of 2025 [2][3] - The Supervisory Board approved the proposal to abolish the Supervisory Board and transfer its responsibilities to the Audit Committee of the Board of Directors, along with corresponding amendments to the Articles of Association [3]
塞力医疗: 关于取消监事会、变更公司注册资本并修订《公司章程》及修订和制定部分管理制度的公告
Zheng Quan Zhi Xing· 2025-08-29 16:52
Core Points - The company has decided to cancel its supervisory board, transferring its responsibilities to the audit committee of the board of directors, in order to enhance corporate governance and comply with regulatory requirements [1][2] - The company's registered capital will be increased from RMB 190,952,305 to RMB 210,139,246 due to the conversion of convertible bonds, resulting in an increase in total shares from 190,952,305 to 210,139,246 [2][3] - Amendments to the company's articles of association will be made to reflect the cancellation of the supervisory board and the changes in registered capital [3][4] Company Structure Changes - The supervisory board will be abolished, and its functions will be assumed by the audit committee of the board of directors [1][2] - The current members of the supervisory board will no longer hold their positions following the cancellation [2] Capital Changes - The company issued 5,433,100 convertible bonds with a total value of RMB 54,331,000, which began conversion on March 1, 2021 [2] - The total number of shares will increase by 19,186,941 shares due to the conversion of the bonds [2] Articles of Association Amendments - The articles of association will be revised to reflect the cancellation of the supervisory board and the increase in registered capital [3][4] - Specific articles will be updated to maintain compliance with the latest laws and regulations [3][4]
五洲特纸: 五洲特种纸业集团股份有限公司2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-08-29 16:40
Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 on September 5, 2025, combining on-site and online voting methods [1][3] - The main agenda includes the proposal to cancel the supervisory board, change registered capital, and amend the company's articles of association [3][4] Proposal Details - The company plans to cancel the supervisory board and transfer its responsibilities to the audit committee of the board of directors, following the latest legal and regulatory requirements [4][3] - The number of directors will increase from 7 to 8, with the addition of a worker representative director elected by the employee representative assembly [4][3] - The registered capital will be adjusted due to the cancellation of stock options for 110 individuals, resulting in a reduction of total shares from 476,900,681 to 475,726,781 [4][5] - Amendments to the articles of association will reflect the cancellation of the supervisory board and changes in registered capital, including the removal of references to the supervisory board and its members [4][5] Meeting Procedures - The meeting will require attendees to present identification and proof of shareholding to participate [1][3] - The company reserves the right to refuse entry to unauthorized individuals to maintain order during the meeting [1][3] - Voting will occur both in-person and online, with specific timeframes for each method [1][3]
基蛋生物: 基蛋生物:关于取消监事会并修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-08-29 14:19
证券代码:603387 证券简称:基蛋生物 公告编号:2025-032 基蛋生物科技股份有限公司 关于取消监事会并修订《公司章程》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、准确性和完整性依法承担法律责任。 基蛋生物科技股份有限公司(以下简称"公司")于 2025 年 8 月 29 日召开 第四届董事会第七次会议,审议通过了《关于取消监事会并修订 <公司章程> 的议 案》,上述议案尚需提交股东大会审议。现将有关事项公告如下: 一、拟取消监事会 为进一步提升公司规范运作水平,完善治理结构,公司根据《中华人民共和 国公司法》《上市公司章程指引》等法律、法规、规范性文件的要求,结合公司 实际情况,公司不再设置监事会,由公司董事会下设的审计委员会行使《公司法》 等法律法规规定的监事会职权,并修订《公司章程》。 在公司股东大会审议通过取消监事会议案前,公司监事会成员仍将严格按照 相关法律法规和规范性文件的要求,勤勉尽责履行监督职能,维护公司和全体股 东的利益。 二、拟修订《公司章程》 公司拟修订《公司章程》相应条款,具体修订情况如下: 原条款 修订后条款 ...