公司治理结构调整

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上海起帆电缆股份有限公司关于取消监事会的公告
Shang Hai Zheng Quan Bao· 2025-07-21 21:44
Group 1 - The company has decided to abolish its supervisory board, transferring its responsibilities to the audit committee of the board of directors, effective from July 1, 2024 [1][62]. - The supervisory board's term has expired, and the decision aligns with the new regulations under the Company Law and related guidelines [1][62]. - The company expresses gratitude to the supervisory board members for their contributions during their tenure [2]. Group 2 - The company has proposed changes to its business scope, including the addition of housing leasing services, to mitigate operational risks and promote sustainable development [4][5]. - The previous business scope included the production and sale of various electrical materials and services, while the revised scope will now also encompass housing leasing [6][8]. - The amendments to the company's articles of association and internal governance systems are aimed at enhancing corporate governance [9][7]. Group 3 - The company will hold its first extraordinary general meeting of 2025 on August 7, 2025, to discuss the proposed changes and other matters [11][13]. - The meeting will utilize a combination of on-site and online voting methods for shareholders [13][14]. - Shareholders must register to attend the meeting and can delegate their voting rights to representatives [20][24].
起帆电缆: 起帆电缆关于取消监事会的公告
Zheng Quan Zhi Xing· 2025-07-21 16:18
Group 1 - The company has decided to cancel its supervisory board, transferring its responsibilities to the audit committee of the board of directors [1][2] - The decision was made in accordance with the new Company Law and related regulations effective from July 1, 2024, and the transitional arrangements announced by the China Securities Regulatory Commission [1] - The cancellation of the supervisory board is not expected to negatively impact the company's governance or operations [1] Group 2 - The proposal to cancel the supervisory board will be submitted for approval at the shareholders' meeting [2] - Until the shareholders' meeting approves the proposal, the supervisory board and its members will continue to fulfill their duties as per legal and regulatory requirements [2] - The company expresses gratitude to the supervisory board members for their contributions during their tenure [2]
中航重机: 中航重机关于取消监事会并修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-07-20 10:14
Core Viewpoint - The company, AVIC Heavy Machinery Co., Ltd., has announced the cancellation of its supervisory board and the revision of its articles of association, which will require approval from the shareholders' meeting [1]. Group 1: Cancellation of Supervisory Board - The supervisory board will be abolished in accordance with the Company Law and relevant regulations, with its powers transferred to the audit and risk control committee of the board of directors [1][2]. - The original supervisors will be relieved of their duties, and the relevant personnel will be managed by their original appointing units [1]. Group 2: Main Revisions to Articles of Association - The revisions include the cancellation of the supervisory board, the assignment of its responsibilities to the audit and risk control committee, the addition of employee directors, and the renaming of "shareholders' meeting" to "shareholders' assembly" [2]. - Specific changes in the articles of association include updates to the company's legal status, governance structure, and operational scope [3][4][5]. Group 3: Governance Structure Changes - The articles now emphasize the establishment of a governance mechanism that strengthens the leadership of the Communist Party and ensures transparency and accountability [3][4]. - The company will maintain its independent operation and financial accountability, with shareholders limited to their subscribed shares in terms of liability [6][7]. Group 4: Responsibilities and Rights of Shareholders - The articles outline the rights of shareholders to propose temporary motions and the requirements for such proposals to be submitted [18][19]. - Shareholders are entitled to access company information and materials, ensuring transparency in governance [10][11]. Group 5: Independent Directors and Committees - The board will include independent directors who will play a crucial role in decision-making and protecting the interests of minority shareholders [32][33]. - The audit and risk control committee will be responsible for overseeing financial disclosures and internal controls, ensuring compliance with legal and regulatory requirements [34][35].
越秀资本: 广州越秀资本控股集团股份有限公司关于取消监事会的公告
Zheng Quan Zhi Xing· 2025-07-18 16:19
Group 1 - The company has announced the cancellation of its supervisory board, with the responsibilities being transferred to the audit committee of the board of directors [1][2] - The decision to abolish the supervisory board was made in accordance with relevant laws and regulations, including the Company Law and Securities Law, and the company's articles of association have been amended accordingly [2] - The personnel changes have been approved by the appropriate decision-making bodies, ensuring compliance with legal and regulatory requirements [2] Group 2 - The company asserts that the cancellation of the supervisory board will not adversely affect its daily management, operational capabilities, or debt repayment abilities [2] - The governance structure of the company remains compliant with legal regulations and the amended articles of association following the personnel changes [2] - The company and its board members commit to ensuring the accuracy and timeliness of the disclosed information, adhering to ongoing disclosure obligations related to its bonds [2]
欧科亿: 欧科亿关于取消监事会、调整董事会人数、修订《公司章程》暨修订、制定及废止部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-07-17 10:13
Group 1 - The company has decided to abolish the supervisory board and transfer its powers to the audit committee of the board of directors, aiming to enhance operational efficiency and decision-making quality [1][2] - The number of board members will be adjusted from 5 to 6, including 2 independent directors, 1 employee director, and 3 non-independent directors [1][2] - The revised articles of association will be disclosed on the Shanghai Stock Exchange website, and the proposal requires approval from the shareholders' meeting [2][3] Group 2 - The company plans to revise several governance documents, including the rules for shareholders' meetings, board meetings, independent director work systems, and management of related party transactions [3][4] - The revised governance documents will also be disclosed on the Shanghai Stock Exchange website [3][4] - The changes are intended to promote standardized operations and protect the rights of the company and its shareholders [2][3]
湖南泰嘉新材料科技股份有限公司
Shang Hai Zheng Quan Bao· 2025-07-15 20:08
Group 1 - The company has decided to terminate certain fundraising projects after re-evaluation, which will not significantly impact its normal operations and aligns with its long-term development strategy [1][2][3] - The board of directors approved the termination of the "Research and Development Center Construction Project" during the 18th meeting of the 6th board on July 14, 2025, and the unused raised funds will remain in a dedicated account [1][4] - The supervisory board and independent directors have also reviewed and approved the decision, confirming that it complies with relevant regulations and does not harm the interests of the company or its shareholders [2][3][4] Group 2 - The company is undergoing a change in its corporate structure, including a change in company type and registered capital, as well as the cancellation of the supervisory board [23][24][29] - The registered capital will decrease from 252,241,516 yuan to 251,737,562 yuan due to stock option exercises and the cancellation of repurchased shares [24][28] - The company will no longer have a supervisory board, with its functions being transferred to the audit committee of the board of directors [29][30] Group 3 - The company plans to increase capital for its subsidiary, Changsha Botai Electronics Co., Ltd., and subsequently for its subsidiary, Luoding Yada Co., Ltd., to optimize their capital structure and support business development [46][47] - The capital increase for Botai Electronics will amount to 200 million yuan, raising its registered capital from 15,569,450 yuan to 215,569,450 yuan [47] - The capital increase for Luoding Yada will also be 200 million yuan, increasing its registered capital from 123,344,370.86 yuan to 323,344,370.86 yuan [47][48]
芯原股份: 关于取消监事会、调整董事会人数、变更注册资本、修订《公司章程》并办理工商变更登记暨修订、制定及废止公司部分内部管理制度的公告
Zheng Quan Zhi Xing· 2025-07-14 16:29
Group 1 - The company has decided to cancel the supervisory board and adjust the number of board members from 9 to 11, with a composition of 6 non-independent directors, 4 independent directors, and 1 employee representative director [1][2] - The supervisory board's powers will be transferred to the audit committee of the board [1] - The company aims to enhance operational efficiency and decision-making quality through these governance changes [1] Group 2 - The registered capital of the company has been changed from ¥497,750,682 to ¥499,911,232, and the total number of shares has been adjusted accordingly [2] - The company has undergone several changes in registered capital due to stock incentive plans and fundraising activities, culminating in a final registered capital of ¥525,713,273 [4] - The company has issued 24,860,441 A-shares, raising a total of approximately ¥1.81 billion after deducting issuance costs [3][4] Group 3 - The company plans to revise its articles of association to comply with the latest legal and regulatory requirements [4][5] - Several internal management systems will be revised, established, or abolished to promote standardized operations [5][6] - The changes to the internal management systems have been approved by the board and will be submitted for shareholder approval [6]
科创新源: 深圳科创新源新材料股份有限公司关于修订《公司章程》及相关制度的公告
Zheng Quan Zhi Xing· 2025-07-14 00:12
Core Viewpoint - Shenzhen Kexin New Materials Co., Ltd. is revising its Articles of Association and related systems to enhance corporate governance and comply with updated legal regulations [1][2]. Summary by Sections Reason for Modification - The company aims to improve operational standards and governance structure by canceling the supervisory board and transferring its powers to the audit committee of the board of directors [1][2]. Revision of Articles of Association - Key changes include adjustments to the governance structure, addition of provisions for employee representative directors, and removal of the supervisory board section [2][3]. - The revisions involve a comprehensive review of the Articles of Association, with significant changes highlighted while minor textual adjustments are not detailed [2]. Specific Amendments - The first article emphasizes the protection of the rights of shareholders and creditors, aligning with the latest legal requirements [3]. - The second article confirms the company's establishment under relevant laws, with registration details provided [4]. - The governance structure now includes provisions for the chairman as the legal representative and outlines responsibilities related to civil activities [4]. - The company’s assets are divided into equal shares, with shareholders liable only to the extent of their subscribed shares [5]. - The Articles of Association will serve as a binding document for the company, shareholders, and management, detailing rights and obligations [5][6]. Share Issuance and Capital Increase - The company will issue shares publicly, ensuring equal rights for all shareholders [6][7]. - The issuance of shares will be at a nominal value of RMB 1.00 per share [7][8]. Shareholder Rights and Obligations - Shareholders have rights to dividends, participation in meetings, and oversight of company operations [13][14]. - The company outlines the process for shareholders to request access to company documents and the conditions under which such requests can be denied [14][15]. Governance and Legal Compliance - The company emphasizes compliance with laws and regulations, ensuring that decisions made by the board and shareholders are valid and enforceable [15][16]. - Provisions are included to protect minority shareholders from actions by controlling shareholders that may harm their interests [16][17]. Financial Assistance and Share Repurchase - The company may provide financial assistance for acquiring shares under specific conditions, with limits set on the total amount [9][10]. - The company can repurchase its shares under certain circumstances, such as capital reduction or mergers [10][11]. Responsibilities of Directors and Management - Directors and management are held accountable for safeguarding company assets and may face penalties for negligence [27].
中望软件: 第六届监事会第十二次会议决议公告
Zheng Quan Zhi Xing· 2025-07-11 12:18
Group 1 - The company held its 12th meeting of the 6th Supervisory Board on July 11, 2025, with all three supervisors present, complying with relevant laws and regulations [1][2] - The meeting discussed a proposal to cancel the Supervisory Board, change the registered capital and address, and amend the Articles of Association, resulting in an increase in registered capital from "121,303,799.00 yuan" to "169,584,547.00 yuan" due to the capital reserve conversion into share capital [1][2] - The company plans to cancel the Supervisory Board and transfer its responsibilities to the Audit Committee of the Board of Directors, with the proposal requiring approval from the shareholders' meeting [2]
富春染织: 富春染织关于取消监事会、变更注册资本、修订《公司章程》及相关制度并办理工商变更登记的公告
Zheng Quan Zhi Xing· 2025-07-09 16:10
Group 1 - The company has decided to cancel the supervisory board and transfer some of its powers to the audit committee of the board of directors, in accordance with relevant laws and regulations [1][2][3] - The company’s registered capital has been changed from RMB 149.763108 million to RMB 194.076105 million, with the total number of shares increasing from 149.763108 million to 194.076105 million [2][3] - The company is revising its articles of association to comply with the latest legal requirements and to meet its operational needs, with specific changes highlighted in the attached documents [2][3][7] Group 2 - The proposed changes, including the cancellation of the supervisory board and the amendments to the articles of association, will be submitted for approval at the upcoming shareholders' meeting [3][4] - The company aims to enhance its corporate governance structure and ensure sustainable development through the revision and establishment of various management systems [3][4][5] - The revised articles of association and management systems will be published on the Shanghai Stock Exchange website for transparency [5][6]