董事会议事规则修订
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城建发展: 城建发展第九届董事会第十七次会议决议公告
Zheng Quan Zhi Xing· 2025-06-05 13:14
Group 1 - The company held its 17th meeting of the 9th Board of Directors, where 6 out of 7 directors attended, and the chairman delegated his voting rights [1] - The board approved several resolutions, including amendments to the company's articles of association, which will eliminate the supervisory board and transfer its powers to the audit committee of the board [1][2] - The board also approved the revision of the rules for the general meeting of shareholders, board meetings, independent director work system, and the working procedures of the board's specialized committees [2][3] Group 2 - The company proposed a guarantee authorization for the fiscal years 2025-2026, allowing the board to approve external guarantees up to 8.64 billion yuan for wholly-owned and controlling subsidiaries [2][3] - The company plans to provide financial assistance to joint venture and controlling project companies, with a total limit not exceeding 50% of the latest audited net assets, which amounts to approximately 1.112 billion yuan [4][5] - The company will renew its equity custody agreement with its controlling shareholder, with a custody fee calculated at 0.2% of the annual revenue confirmed by the annual audit report [5][6] Group 3 - The company intends to transfer its 9.24% stake in Beijing Technology Park Construction (Group) Co., Ltd., with the transfer price not lower than the assessed value of the net assets [6][7] - The board authorized management to handle all matters related to this transaction, including adjustments to the transaction plan based on regulatory or market changes [7][8] - The company plans to hold its annual general meeting for 2024, with all relevant resolutions needing shareholder approval [8]
*ST兰黄: 2025年第三次临时股东大会决议公告
Zheng Quan Zhi Xing· 2025-06-05 09:15
Meeting Details - The meeting of Lanzhou Yellow River Enterprises Co., Ltd. was held on June 5, 2025, at 2:30 PM, combining on-site voting and online voting [1] - The total number of shares as of the registration date (May 29, 2025) was 185,096,400, with 57,481,377 shares represented at the meeting, accounting for 31.0548% of the voting shares [2] Attendance Overview - A total of 134 shareholders attended the meeting, representing 57,481,377 shares, with 3 attending in person and 131 voting online [2] - Among the attendees, 132 were small shareholders, representing 8,261,848 shares, which is 4.4635% of the voting shares [3] Proposal Voting Results - Proposal 1: Amendment to the Articles of Association received 57,326,077 votes in favor, representing 0.0494% of the total voting shares [4] - Proposal 2: Amendment to the Rules of Procedure for Shareholders' Meetings also received 57,326,077 votes in favor, with the same percentage of 0.0494% [4] - Proposal 3: Amendment to the Rules of Procedure for Board Meetings received 57,169,277 votes in favor, accounting for 0.3222% of the total voting shares [5] Legal Opinions - The meeting's personnel qualifications, voting methods, and procedures were confirmed to comply with relevant laws and regulations, ensuring the validity of the voting results [5]
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].
铁建重工: 《中国铁建重工集团股份有限公司董事会议事规则》修订条文对照表
Zheng Quan Zhi Xing· 2025-05-29 09:35
Core Points - The article discusses the amendments to the Board of Directors' meeting rules of China Railway Construction Heavy Industry Group Co., Ltd, focusing on the changes in the authority and responsibilities of the board [2][3][4]. Summary by Sections Board Authority - The board is authorized to convene shareholder meetings and report to them, execute resolutions, decide on business plans and investment proposals, and formulate annual financial budgets and profit distribution plans [2][3]. - The amendments clarify that the board must act within the scope of authority granted by the shareholders' meeting [2][3]. Meeting Procedures - The board is required to hold at least four regular meetings annually, with notifications sent to all directors at least ten days in advance [4][5]. - In urgent situations, the board can convene temporary meetings with shorter notice periods, including notifications via phone or other verbal means [8][9]. Decision-Making and Voting - Decisions on significant issues must be made after consulting the company's party committee [3]. - The board's resolutions require a two-thirds majority for certain critical matters, while other decisions can be made with a simple majority [10][11]. Board Secretary Role - The board secretary is responsible for managing information disclosure, ensuring compliance with regulations, and facilitating communication with investors [16][17]. - The secretary must be appointed by the board and can be dismissed only for valid reasons, with the requirement to report to the Shanghai Stock Exchange upon dismissal [18]
统一股份: 统一低碳科技(新疆)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· 2025-05-19 09:44
Core Viewpoint - The company, Unified Low Carbon Technology (Xinjiang) Co., Ltd., is holding a shareholders' meeting on May 26, 2025, to discuss and vote on several key proposals, including amendments to the company's articles of association and the election of the ninth board of directors [1][6][19]. Group 1: Meeting Details - The shareholders' meeting will take place on May 26, 2025, at 14:00 in the company meeting room [2]. - Voting will be conducted through the Shanghai Stock Exchange network voting system during specified trading hours [1]. - The meeting will include the reading of proposals, discussions, and voting by shareholders [3][4]. Group 2: Proposals for Discussion - Proposal 1 involves amending the company's articles of association, which has been approved by the board of directors [6][8]. - Proposal 2 pertains to revising the rules for shareholder meetings, also approved by the board [10][11]. - Proposal 3 focuses on amending the rules for board meetings, with prior approval from the board [13][14]. - Proposal 4 suggests the abolition of the supervisory board and the removal of certain supervisory positions to streamline governance [15][16]. - Proposal 5 is for the election of the ninth board of directors, consisting of 9 members, including 6 non-independent directors and 3 independent directors [19][20]. - Proposal 6 involves the election of independent directors for the ninth board, with candidates already nominated [28][29]. Group 3: Candidate Profiles - Candidate Liu Zhenggang has extensive experience in asset management and is currently a senior specialist at Xinda Investment Co., Ltd. [21]. - Candidate Feng Jin has a strong background in finance and is currently a general manager at China Water Investment Group [23]. - Candidate Fan Fei is a CFA and has held various managerial positions in asset management [24]. - Candidate Zhu Yingjing has experience in management consulting and is currently a director at Unified Low Carbon Technology [25]. - Candidate Li Jia has a background in petroleum and is currently the CEO of Unified Petroleum Chemical Co., Ltd. [26]. - Independent director candidates include Li Gang, Liang Shangshang, and Li Zhifei, all with significant academic and professional credentials [32][33].
富岭股份: 董事会议事规则修订对照表
Zheng Quan Zhi Xing· 2025-05-12 12:30
富岭科技股份有限公司董事会议事规则 修订对照表 富岭科技股份有限公司(以下简称"公司")根据《上市公司章程指引 (2025 年修订)》等相关法律法规的规定,结合公司实际情况,对《富岭科技 股份有限公司董事会议事规则》相关条款进行修订。修订的具体内容对照如下: 序号 修订前条款 修订后条款 第一条 为了进一步规范本公司董事会的议事方 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 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 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 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 法》")、《中 华人民 共和国 证券法》(以 下简称 行政法规、部门规章及规范性文件的规定和《富 券交易所股票上市规则》(以下 简称"《上市规 岭科技股份有限公司章程》(以下简称"公司章 则》")等法律、行政法规、部门 规章及规范性文 程"),结合公司实际情况,制订本规则。 件的规定和《富岭科技股份有限公司 章程》 ...