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万辰集团: 第四届董事会第三十三次会议决议公告
Zheng Quan Zhi Xing· 2025-09-02 16:15
Core Points - The board of directors of Fujian Wancheng Biotechnology Group Co., Ltd. held its 33rd meeting on September 2, 2025, to discuss various resolutions [1] - The board approved the nomination of Ms. Yang Fan as an independent director candidate, pending approval from the shareholders' meeting [2] - The board also approved the appointment of Mr. You Zilin as the company secretary and the designation of Mr. Wang Zenin and Mr. You Zilin as authorized representatives for the company in compliance with Hong Kong Listing Rules [2] - A report on the usage of previously raised funds was approved, covering the period up to June 30, 2025, and was reviewed by an external accounting firm [2] - The board agreed to establish internal governance systems to enhance company operations and compliance with relevant laws and regulations [2][4] - The company plans to hold its third extraordinary shareholders' meeting on September 18, 2025, to discuss the aforementioned resolutions [4]
万辰集团: 第四届监事会第三十三次会议决议公告
Zheng Quan Zhi Xing· 2025-09-02 16:15
Group 1 - The meeting of the Supervisory Board of Fujian Wancheng Biotechnology Group Co., Ltd. was held on September 2, 2025, with all three participating supervisors present [1][2] - The Supervisory Board approved the report on the use of previously raised funds, which was prepared in accordance with regulations for the issuance of overseas listed foreign shares (H shares) [1][2] - The report on the use of funds was verified by Zhongshun Zhonghuan Accounting Firm as of June 30, 2025 [1] Group 2 - The Supervisory Board also approved the establishment of a "External Donation Management System" to enhance corporate governance and promote standardized operations [2] - Both resolutions require submission to the shareholders' meeting for further approval [2]
极米科技: 董事会议事规则(草案)(H股发行后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
极米科技股份有限公司 董事会议事规则 (草案) (H 股发行上市后适用) 第一条 宗旨 为了进一步规范极米科技股份有限公司(以下简称"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》 《中华人民共和国证券法》 《上海证券交易所科创板上市公司自律监管 指引第 1 号——规范运作》 《上市公司治理准则》 (一)召集股东会,并向股东会报告工作; 《上海证券交易所科创板股票上市规则》 《上 市公司章程指引》和《香港联合交易所有限公司证券上市规则》 (以下简称" 《香港联交所上 市规则》")等有关法律、法规、规范性文件及《极米科技股份有限公司章程》 司章程》" )的有关规定,制订《极米科技股份有限公司董事会议事规则》(以下简称"本规 则")。 第二条 董事会的组成和职权 董事会由六名董事组成,其中独立董事三名,职工董事一人,设董事长一人。董事会行 使下列职权: (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)制订公司的利润分配方案和弥补亏损方案; (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 ...
极米科技: 极米科技股份有限公司章程
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Points - Xgimi Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [2][3] - The company aims to promote the Xgimi brand globally through a new operational mechanism established by shareholders [4] - The registered capital of the company is 70 million RMB, and it is a permanent joint-stock company [3][4] Chapter Summaries Chapter 1: General Provisions - The articles of association are established to protect the legal rights of the company, shareholders, employees, and creditors [1][3] - The company is registered in Chengdu and has obtained a business license [2] Chapter 2: Business Objectives and Scope - The business objectives include software development, technical services, and manufacturing of various electronic products [4] - The company is authorized to engage in a wide range of activities, including retail of household appliances and technology import/export [4] Chapter 3: Shares - The company's shares are issued in the form of stocks, with a par value of 1 RMB per share [5][19] - The total number of issued shares is 70 million, all of which are ordinary shares [6][22] Chapter 4: Shareholders and Shareholder Meetings - The company recognizes the rights of shareholders based on their shareholdings, including profit distribution and voting rights [11][12] - Shareholders holding more than 10% of shares can request the convening of a temporary shareholder meeting [25][26] Chapter 5: Board of Directors and Management - The chairman of the board serves as the legal representative of the company [3] - The company has established an audit committee to oversee compliance and financial reporting [15][19] Chapter 6: Financial Accounting System - The company is required to maintain a financial accounting system and conduct regular audits [7][8] - Profit distribution and financial management are governed by the articles of association [7] Chapter 7: Notifications and Announcements - The company must issue notifications regarding shareholder meetings and other significant events [8][9] - Legal opinions will be sought for the validity of shareholder meetings [21][22] Chapter 8: Mergers, Divisions, and Liquidation - The company can merge, divide, or liquidate based on shareholder resolutions and legal requirements [9][10] - Procedures for capital increase or decrease must comply with the Company Law [7][8] Chapter 9: Amendments to Articles of Association - Amendments to the articles require approval from the shareholders [10][11] Chapter 10: Supplementary Provisions - The articles of association serve as a binding document for the company, shareholders, and management [3][4]
佳都科技: 佳都科技董事会提名委员会工作细则(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Points - The article outlines the draft working rules for the Nomination Committee of Jiadu Technology Group Co., Ltd, aimed at standardizing the selection of company leadership and optimizing the board composition [1][2] - The Nomination Committee is established as a specialized working body of the board, responsible for researching and reviewing candidates for directors and senior management [1][2] Section Summaries General Principles - The Nomination Committee is created to ensure compliance with various regulations and improve corporate governance [1] - It is tasked with the research and review of candidates for the board and senior management positions [1] Composition of the Committee - The committee consists of three to four directors, with a majority being independent directors and at least one member of a different gender [2] - The chairperson of the committee is an independent director, elected by committee members [2] Responsibilities and Authority - The committee is responsible for establishing selection criteria for directors and senior management, reviewing candidates, and making recommendations to the board [4] - It must annually review the board's structure and composition, assess the independence of independent directors, and propose changes as necessary [4] Decision-Making Procedures - The committee must follow legal regulations and the company's articles of association when selecting candidates [6] - The selection process involves communication with shareholders, gathering candidate information, and conducting qualification reviews [6] Meeting Rules - Meetings can be called by the chairperson or proposed by committee members, with a minimum notice period of three days [7] - Decisions require a majority vote from committee members, and meetings can be held in person or via communication methods [7] Additional Provisions - The rules will be effective upon approval by the board and after the company's H-share listing is registered with the China Securities Regulatory Commission [9]
佳都科技: 佳都科技董事会战略与ESG委员会工作细则(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Points - The establishment of the Board's Strategy and ESG Committee aims to enhance the company's core competitiveness and improve decision-making processes related to strategic planning and ESG management [1][2] - The committee is responsible for researching and proposing recommendations on long-term development strategies, major investment projects, and ESG-related matters [3][4] Group 1: Committee Structure - The Strategy and ESG Committee consists of three to five directors, with the chairman serving as the committee's head [2][3] - The committee's term aligns with that of the board, and any vacancies will be filled according to specified nomination procedures [2][3] Group 2: Responsibilities - The committee's main responsibilities include researching long-term strategic planning, investment financing proposals, and capital operations [3] - It also reviews important ESG matters, including annual ESG reports, and ensures the company's policies align with global sustainability standards [3][4] Group 3: Meeting Procedures - The committee meetings can be convened by the chairman and require a three-day notice, with decisions made by a majority vote [7][8] - All committee members and attendees are bound by confidentiality regarding the matters discussed in meetings [8]
佳都科技: 佳都科技董事会审计委员会工作细则(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
佳都科技集团股份有限公司 董事会审计委员会工作细则(草案) (H股发行并上市后适用) (2025年9月修订) 第一章 总则 第一条 为强化董事会决策功能,做到事前审计、专门审计,确保董事会对经营层的有效监 督,完善公司治理结构,根据《中华人民共和国公司法》《上市公司治理准则》《上海证券交易 所股票上市规则》(以下简称"《上交所股票上市规则》")《上海证券交易所上市公司自律监 管指引第1号——规范运作》《上市公司独立董事管理办法》《香港联合交易所有限公司证券上市 规则》(以下简称"《香港上市规则》")《佳都科技集团股份有限公司章程》(以下简称"《公 司章程》")《佳都科技集团股份有限公司董事会议事规则》等有关规定,公司特设立董事会审计 委员会,并制定本工作细则。 第二条 董事会审计委员会是董事会按照《公司章程》设立的专门工作机构,主要负责审核 公司财务信息及其披露、监督及评估内外部审计工作和内部控制。审计委员会是董事会下设的专 门委员会,对董事会负责,向董事会报告工作。审计委员会成员须保证足够的时间和精力履行委 员会的工作职责,勤勉尽责,切实有效地监督公司的外部审计,指导公司内部审计工作,促进公 司建立有效的内 ...
佳都科技: 佳都科技董事会议事规则(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
General Principles - The purpose of the rules is to standardize the board's decision-making processes and enhance the effectiveness of the board's operations [1] - The board must comply with relevant laws, regulations, and the company's articles of association [1] Board Composition - The board consists of 7 to 9 directors, including 3 to 4 independent directors [2] - At least one independent director must have appropriate professional qualifications or expertise in accounting or financial management [2] Board Powers - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment proposals [2] - The board is responsible for formulating profit distribution plans, capital changes, and major acquisition proposals [2] Board Meetings - The board must hold at least four regular meetings annually [5] - Special meetings can be convened under specific circumstances, such as requests from shareholders or independent directors [7] Meeting Procedures - Written notices for regular meetings must be sent 14 days in advance, while notices for special meetings must be sent 3 days in advance [5] - Meetings can be held in person or through electronic means, ensuring all directors can express their opinions [20] Voting and Resolutions - Decisions require a majority vote from attending directors, with special resolutions needing a two-thirds majority [12] - Directors must avoid conflicts of interest and may need to abstain from voting on related proposals [29] Meeting Records - Detailed records of meetings must be kept, including attendance, agenda, and voting results [14] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [38] Implementation and Amendments - The rules take effect upon approval by the shareholders and must be interpreted by the board [41]
三人行: 三人行:董事会议事规则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Points - The article outlines the rules and regulations governing the board of directors of Sanrenxing Media Group Co., Ltd, emphasizing the importance of structured decision-making and compliance with relevant laws and regulations [2][4][10] Group 1: Board Structure and Responsibilities - The board of directors is a permanent institution responsible for the company's operational decisions and is accountable to the shareholders [4][5] - The board consists of 7 to 9 members, including one employee representative elected by the staff [5][6] - The board has various powers, including convening shareholder meetings, executing resolutions, determining operational plans, and managing financial matters [6][7] Group 2: Committees and Their Functions - The board is required to establish specialized committees, including strategy, nomination, audit, and remuneration committees, to enhance governance [18][19] - Each committee must have a majority of independent directors and is responsible for specific tasks such as evaluating long-term strategies and overseeing financial audits [19][20] - The audit committee, composed of independent directors, is tasked with reviewing financial information and supervising internal controls [17][18] Group 3: Meeting Procedures - Board meetings can be regular or temporary, with specific notice requirements for each type [42][46] - A quorum of more than half of the directors is required for meetings to proceed, and decisions must be made by majority vote [51][63] - Detailed records of meetings must be kept, including attendance, discussions, and voting outcomes [68][71]
新日股份: 2025年第三次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Viewpoint - Jiangsu New Energy Vehicle Co., Ltd. is proposing several amendments to its governance documents, including the shareholder meeting rules, board meeting rules, and fundraising management system, to enhance shareholder rights and improve corporate governance [1][2][3]. Meeting Information - The company is holding a shareholder meeting to discuss the proposed amendments and ensure compliance with relevant laws and regulations [1][2]. - The meeting will include a voting platform for all registered shareholders to exercise their voting rights [2]. Profit Distribution Proposal - The company plans to distribute a cash dividend of 1.00 RMB per 10 shares (including tax) to all shareholders, which represents 37.85% of the company's net profit attributable to shareholders for the first half of 2025 [3]. Governance Structure Changes - The company intends to abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors, and amend the company’s articles of association accordingly [3][4]. - Specific amendments to the articles of association include changes to the roles and responsibilities of the chairman and the legal representative of the company [4][5]. Shareholder Rights - Shareholders are entitled to various rights, including profit distribution, participation in meetings, and the ability to supervise company operations [11][12]. - The company emphasizes equal treatment of all shareholders and outlines the procedures for exercising their rights [2][11]. Financial Management and Fundraising - The company will adjust its fundraising management system to ensure compliance with legal requirements and enhance the management of raised funds [1][3]. - Any changes in the total share capital before the dividend distribution will lead to adjustments in the total distribution amount while maintaining the per-share distribution ratio [3]. Compliance and Legal Framework - The proposed amendments are in accordance with the Company Law and Securities Law of the People's Republic of China, ensuring that the company adheres to legal standards [1][4]. - The company will provide necessary documentation and information to shareholders to facilitate informed decision-making during the meeting [2][11].