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ST华通: 浙江世纪华通集团股份有限公司章程(二〇二五年八月)
Zheng Quan Zhi Xing· 2025-08-29 18:21
Core Points - The company is Zhejiang Century Huatong Group Co., Ltd., established as a joint-stock company based on the original Zhejiang Century Huatong Vehicle Industry Co., Ltd. [1][2] - The company was approved by the China Securities Regulatory Commission to issue 45 million shares of common stock to the public on June 30, 2011, and was listed on the Shenzhen Stock Exchange on July 28, 2011 [1][2] - The registered capital of the company is RMB 7,452,556,968 [1][2] - The company's business scope includes manufacturing and sales of automotive and motorcycle parts, precision metal molds, and various other products [2][3] Chapter Summaries Chapter 1: General Provisions - The purpose of the articles is to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate the company's organization and behavior [1] - The company is a permanent joint-stock company with a unified social credit code [1][2] Chapter 2: Business Objectives and Scope - The company's business objective is to prioritize people and technology, provide satisfactory products and services, and achieve good returns for shareholders while maintaining industry leadership [2] - The business scope includes manufacturing and sales of automotive parts, motorcycle parts, precision metal molds, and various other products [2] Chapter 3: Shares - The company's shares are issued in the form of stocks, with a nominal value of RMB 1.00 per share [3] - The company has issued a total of 7,452,556,968 shares, all of which are common shares [3][4] Chapter 4: Shareholders and Shareholders' Meeting - The company establishes a shareholder register based on the certificates provided by the securities registration and settlement institution [7] - Shareholders have rights to dividends, request meetings, supervise the company, and transfer their shares [7][8] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [15] Chapter 5: Board of Directors and Board of Supervisors - The board of directors is responsible for the company's operations and decision-making [1][2] - Independent directors and specialized committees are established to enhance governance [1][2] Chapter 6: Senior Management - Senior management includes the general manager (president), vice presidents, board secretary, and financial officer [2] Chapter 7: Financial Accounting System, Profit Distribution, and Audit - The company must establish a financial accounting system and conduct internal audits [2] Chapter 8: Notices and Announcements - The company must issue notices and announcements in accordance with legal requirements [2] Chapter 9: Merger, Division, Capital Increase, Decrease, Dissolution, and Liquidation - The company can increase or decrease capital based on shareholder resolutions [2] Chapter 10: Amendment of Articles - The articles can be amended following the procedures outlined in the company law and regulations [2] Chapter 11: Supplementary Provisions - The articles serve as a legally binding document for the company, shareholders, directors, and senior management [1][2]
露笑科技: 国浩律师(杭州)事务所关于露笑科技股份有限公司2025年第三次临时股东大会的法律意见书
Zheng Quan Zhi Xing· 2025-08-29 18:21
Summary of Legal Opinion on Luxiao Technology Co., Ltd. Shareholders' Meeting Core Viewpoint The legal opinion confirms that the procedures for convening and holding the third extraordinary shareholders' meeting of Luxiao Technology Co., Ltd. in 2025 comply with relevant laws and regulations, ensuring the legitimacy and effectiveness of the meeting and its resolutions. Group 1: Meeting Procedures - The board of directors publicly disclosed the notice for the third extraordinary shareholders' meeting on August 14, 2025, detailing the meeting's agenda, time, location, and voting methods [5][6]. - The meeting was held on August 29, 2025, at 14:30, presided over by a board member [6][7]. - The meeting utilized both on-site and online voting methods, with clear instructions provided in the notice [5][6]. Group 2: Attendance and Qualifications - A total of 1,108 attendees (representing 1,109 shareholders) participated, holding 174,883,525 shares, which accounted for 9.1602% of the total voting shares [7][8]. - The attendees included shareholders, board members, supervisors, senior management, and the witnessing lawyer [7][8]. Group 3: Voting Procedures and Results - The meeting reviewed several proposals, including the issuance of H shares and related governance documents [9][10]. - Voting was conducted through both on-site and online methods, with results announced immediately after the counting process [10][11]. - All proposals were approved, with significant support from minority investors, indicating a strong consensus [25][26].
百利科技: 湖南百利工程科技股份有限公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 18:14
Core Points - Hunan BaiLi Engineering Science and Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [1][2] - The company is registered with a capital of RMB 490,298,992 and is located in Yueyang Economic and Technological Development Zone [2][3] - The company aims to prioritize quality and reputation, optimize resource allocation, enhance competitiveness, and improve economic efficiency [3] Company Structure - The company is governed by a board of directors, with the chairman serving as the legal representative [2][3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with its entire assets [2][3] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [3] Business Scope - The company's business scope includes construction engineering design, printing services, intelligent control system integration, industrial automation control system manufacturing, engineering cost consulting, and various technical services [3][4] Share Issuance - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [4][5] - The total number of shares issued by the company is 490,298,992, all of which are ordinary shares [4][5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [11][12] - Shareholders are required to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [15][16] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [17][18] - Shareholder proposals must be submitted in advance, and the company must provide adequate notice of meetings [23][24] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with different voting thresholds required for each type [79][80] - Ordinary resolutions require a majority of the voting rights present, while special resolutions require two-thirds of the voting rights present [79][80]
凯尔达: 董事会战略委员会实施细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 18:14
General Overview - The company establishes a Strategic Committee under the Board of Directors to enhance core competitiveness and improve decision-making processes [2][6] Composition of the Committee - The Strategic Committee consists of three directors, with the Chairman serving as the head [3][4] - Committee members are nominated by the Chairman or a majority of independent directors and elected by the Board [3][4] Responsibilities and Authority - The main responsibilities include researching and proposing suggestions for long-term strategic planning and major investment decisions [3][4] - The committee is also tasked with reviewing significant capital operations and other major matters affecting the company [3][4] Meeting Procedures - The Strategic Committee must hold at least one meeting annually, with a quorum of two-thirds of members required for decisions [4][5] - Decisions are made by a majority vote, and meetings can be conducted via telecommunication if necessary [4][5] Documentation and Confidentiality - Meeting records must be kept for a minimum of ten years, and members are required to maintain confidentiality regarding discussed matters [5][6] - Any member with a conflict of interest must recuse themselves from discussions [5]
凯尔达: 总经理工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 18:14
Core Points - The document outlines the responsibilities and qualifications of the General Manager of Hangzhou Kaierda Welding Robot Co., Ltd, emphasizing the need for strong management skills and compliance with legal regulations [1][2][3] General Provisions - The General Manager is appointed by the Board of Directors and is responsible for daily operations and implementing board resolutions [1][2] - The General Manager must possess extensive economic and management knowledge, practical experience, and a strong sense of mission [1][2] Qualifications - Specific disqualifications for the General Manager include criminal convictions related to corruption, bankruptcy involvement, and being listed as a dishonest executor by the court [1][2] Responsibilities and Authority - The General Manager has the authority to manage daily operations, implement board decisions, and propose major investment projects [3][4] - Responsibilities include drafting internal management systems, approving financial plans, and overseeing employee management [3][4][5] Management Structure - The General Manager can delegate responsibilities to Vice Presidents and other senior management, who must act within their designated authority [4][5] - The General Manager's office is responsible for organizing meetings and maintaining records [6][7] Reporting System - The General Manager must regularly report to the Board on the company's performance, including significant contracts and financial status [8][9] - A formal report is required annually, detailing the implementation of the company's plans and any significant changes in operations [9][10] Performance Evaluation - The Board of Directors will implement performance evaluations linked to the company's operational results, with specific criteria to be established separately [9][10] - Serious violations of laws or company regulations by the General Manager may result in penalties or legal consequences [10][11]
ST尔雅: 董事会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:14
湖北美尔雅股份有限公司 董事会议事规则 湖北美尔雅股份有限公司 董事会议事规则 二○二五年八月 湖北美尔雅股份有限公司 董事会议事规则 第一章 总则 第一条 为了进一步明确董事会的职权范围,规范董事会内部机构及运作程序,确 保董事会的工作效率和科学决策,充分发挥董事会的经营决策中心作用,根据《中华人 民共和国公司法》(以下简称《公司法》)、《上市公司治理准则》、《湖北美尔雅股 份有限公司章程》(以下简称《公司章程》)及其他有关法律、法规的规定,结合公司 实际情况制定本规则。 第二条 公司依法设立董事会,董事会对股东会负责,执行股东会决议,在《公司 法》、《公司章程》和股东会赋予的职权范围内行使决策权。公司全体董事应当勤勉尽 责,确保董事会正常召开和依法行使职权。 第二章 董事会的组成及其职权 第三条 董事会由9名董事组成。设董事长1人,可以设副董事长。董事长和副董事 长由董事会以全体董事的过半数选举产生。 公司独立董事占董事会成员的比例不低于1/3,且至少包括一名会计专业人士。独 立董事连续任职不得超过6年。 第四条 公司董事会设立审计委员会,并设立战略、提名、薪酬与考核等相关专门 委员会。专门委员会对董事会 ...
富吉瑞: 公司章程
Zheng Quan Zhi Xing· 2025-08-29 17:57
Core Points - The company is Beijing Fjr Optoelectronic Technology Co., Ltd., established as a joint-stock company based on the transformation of Beijing Fjr Optoelectronic Technology Co., Ltd. [3][4] - The company was registered on August 31, 2021, with the China Securities Regulatory Commission and issued 19 million shares of ordinary stock to the public [4][3] - The registered capital of the company is RMB 76 million [4] - The company aims to enhance its research, production, and management levels while providing professional products and services to customers [15][14] Company Structure - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, and senior management [5] - The legal representative of the company is the chairman, who must be replaced within 30 days if they resign [4][5] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with its entire assets [4][5] Business Objectives and Scope - The company's business philosophy emphasizes technological advancement, quality, integrity, and proactive development [15] - The business scope includes technology services, development, consulting, import and export of goods, manufacturing of optoelectronic devices, and various electronic products [15][6] Share Issuance and Management - The company's shares are issued in the form of stocks, with each share having a face value of RMB 1 [16] - The company has issued a total of 76 million shares, all of which are ordinary shares [21][20] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [23][24] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of the company's operations [34][33] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [40][39] - The company must maintain transparency and provide necessary conditions for shareholders to exercise their rights [5][34] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [48][49] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [52][51] - Shareholders holding more than 10% of the shares can request the board to convene a temporary meeting [26][25]
富吉瑞: 关于取消监事会、修订《公司章程》及修订、制定部分管理制度的公告
Zheng Quan Zhi Xing· 2025-08-29 17:57
Group 1 - The company has decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in compliance with the new Company Law effective from July 1, 2024 [1][2] - The company will revise its Articles of Association to reflect the changes, including the removal of references to the supervisory board and the introduction of terms related to the audit committee [2][3] - The proposed changes to the Articles of Association will be submitted for approval at the company's first extraordinary general meeting in 2025 [3] Group 2 - The company plans to revise and establish several management systems to enhance corporate governance and ensure compliance with relevant laws and regulations [3][4] - Some of the revised management systems have already been approved by the board of directors, while others will require shareholder approval before becoming effective [4][5] - The company will publish the details of the revised management systems on the Shanghai Stock Exchange website [4]
曲美家居: 董事会审计委员会年报工作规程(2025年修订)
Zheng Quan Zhi Xing· 2025-08-29 17:57
Core Viewpoint - The article outlines the annual work regulations for the Audit Committee of Qu Mei Home Group Co., Ltd, emphasizing the importance of internal control, corporate governance, and effective supervision of the annual audit process to protect the interests of shareholders and stakeholders [2][4]. Group 1: General Principles - The purpose of the work regulations is to establish a sound internal control system and improve corporate governance [2]. - The Audit Committee is responsible for overseeing the annual audit work and ensuring the effective supervision of the management's financial reporting [2]. Group 2: Audit Committee Responsibilities - The Audit Committee's main responsibilities include coordinating the audit schedule with the accounting firm, reviewing annual financial information, supervising the audit implementation, and evaluating the performance of the accounting firm [2]. - The Committee must ensure that the audit process is completed within a specified timeframe, with the audit firm submitting the audit report within five working days after completion [2][4]. Group 3: Communication and Reporting - The Audit Committee is required to maintain communication with the annual audit accountants and provide written opinions on the financial statements after reviewing them [2]. - Upon submitting the financial report to the Board, the Audit Committee must also provide a summary report from the accounting firm regarding the audit work conducted during the year [2]. Group 4: Appointment and Evaluation of Auditors - The Audit Committee must evaluate the performance and quality of the annual audit accountants before proposing their reappointment or replacement [4]. - If a change in auditors is necessary, the Committee must conduct a thorough evaluation of both the outgoing and incoming firms and present the findings to the Board and shareholders [4]. Group 5: Confidentiality and Compliance - The Audit Committee is tasked with ensuring that all parties involved in the audit process adhere to confidentiality obligations and prevent the disclosure of sensitive information [4]. - The Committee's authority must be respected, and company personnel are required to cooperate fully with the Audit Committee's activities [4].
曲美家居: 董事会提名委员会工作细则(2025年修订)
Zheng Quan Zhi Xing· 2025-08-29 17:57
Core Points - The article outlines the establishment and operational guidelines of the Nomination Committee of Qu Mei Home Group Co., Ltd, aimed at optimizing the board composition and improving corporate governance [1][4]. Group 1: General Provisions - The Nomination Committee is established to regulate the selection of directors and senior management, ensuring compliance with relevant laws and the company's articles of association [1]. - The committee is a specialized body under the board of directors, responsible for formulating selection criteria and procedures for directors and senior management [4]. Group 2: Composition of the Committee - The committee consists of three directors, with a majority being independent directors [4]. - The chairperson of the committee is an independent director, elected by the committee members and approved by the board [4]. Group 3: Responsibilities and Authority - The committee's main responsibilities include proposing the size and composition of the board, developing selection criteria for directors and senior management, and conducting candidate reviews [8]. - The committee is accountable to the board and must submit its proposals for board review [9][10]. Group 4: Decision-Making Procedures - The committee must hold at least one meeting annually, with a quorum of two-thirds of its members required for decision-making [13]. - Decisions are made by a majority vote, and the committee may invite other directors or senior management to attend meetings as needed [16]. Group 5: Selection Procedures - The committee actively engages with relevant departments to assess the need for new directors and senior management, and it conducts a thorough search for qualified candidates [12]. - A detailed review of candidates' qualifications, including professional background and work experience, is required before making recommendations to the board [12].