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丰元股份第六届董事会第十七次会议:审议多项重要议案
Xin Lang Cai Jing· 2025-08-29 17:32
Core Viewpoint - Fengyuan Co., Ltd. held its 17th meeting of the 6th Board of Directors on August 29, 2025, where several important resolutions were passed, including the approval of the 2025 semi-annual report and the termination of an investment project [1][2][3] Group 1: Financial Reporting - The board approved the 2025 semi-annual report and its summary, confirming that the information is true, accurate, and complete, with no false records or significant omissions. The voting results were 9 in favor, 0 against, and 0 abstentions [1] - The detailed report can be found on the company's official disclosure platforms [1] Group 2: Investment Decisions - The board agreed to terminate the investment project for a 50,000-ton lithium battery high-energy cathode material integrated project in the Chongposhao New Materials Industrial Park, in collaboration with the government of Gejiu City. The voting results were also 9 in favor, 0 against, and 0 abstentions, but this resolution requires further approval from the shareholders' meeting [2] - The management is authorized to handle all matters related to this termination [2] Group 3: Shareholder Meeting - The board approved the proposal to convene the 2025 third extraordinary shareholders' meeting, with the same voting results of 9 in favor, 0 against, and 0 abstentions [3] - The decisions made in this meeting are expected to have significant implications for the future development of Fengyuan Co., Ltd. [3]
祥生医疗: 无锡祥生医疗科技股份有限公司章程
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The company is Wuxi Chison Medical Technologies Co., Ltd., established in accordance with the Company Law of the People's Republic of China and other relevant regulations [5][6] - The company was registered with the China Securities Regulatory Commission (CSRC) on October 28, 2019, and publicly issued 20 million ordinary shares, listing on the Shanghai Stock Exchange's Sci-Tech Innovation Board on December 3, 2019 [5][6] - The registered capital of the company is RMB 112,124,537.00 [5] - The company's business scope includes research, development, manufacturing, sales, and maintenance of medical devices, software development, and import-export of various goods and technologies [5][6] Company Structure - The company operates as a permanent joint-stock company with a governance structure that includes a chairman who also serves as the legal representative [5][6] - 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 all its assets [6] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [6] Share Issuance and Management - The company issues shares in a manner that ensures equal rights for all shares of the same category, with a nominal value of RMB 1 per share [7][9] - The total number of shares issued by the company is 112,124,537, all of which are ordinary shares [9] - The company may not provide financial assistance for others to acquire its shares, except for employee stock ownership plans [9][10] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in shareholder meetings, where they can exercise voting rights [17][19] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [22][43] - The company must disclose information regarding significant transactions and ensure that shareholder meetings are conducted in compliance with legal requirements [19][30]
莲花控股: 莲花控股股份有限公司董事会战略委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The article outlines the establishment and operational rules of the Strategic Committee of Lianhua Holdings Co., Ltd, aimed at enhancing the company's strategic development and decision-making processes [1][2][3] Group 1: General Provisions - The Strategic Committee is established to adapt to the strategic development needs of the company and to enhance its core competitiveness [1] - The committee is responsible for researching long-term development strategies and major investment decisions, providing recommendations to the board of directors [1][2] Group 2: Composition - The committee consists of at least three directors, including the chairman and at least one independent director [2] - The chairman of the board serves as the committee's director, responsible for leading its activities [2] Group 3: Responsibilities and Authority - The committee's main responsibilities include researching annual business plans, medium and long-term development strategies, and major investment proposals [3] - It also conducts research on ESG-related matters and other significant issues affecting the company's development [3] Group 4: Work Procedures - A working group is established to handle the daily operations and preparations for the committee's decisions [4][10] - The committee meets to discuss proposals submitted by the working group and presents the results to the board [11] Group 5: Meeting Rules - Meetings are convened by the chairman, with specific notification requirements and attendance rules [12][13] - Decisions require a quorum of two-thirds of the committee members, and voting can be conducted through various methods [16][18] Group 6: Miscellaneous Provisions - The rules are effective upon approval by the board and are subject to revision as necessary [26][27]
莲花控股: 莲花控股股份有限公司董事会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
General Principles - The rules are established to standardize the board's decision-making process and enhance operational efficiency [2][3] - The board must ensure compliance with laws, regulations, and the company's articles of association while treating all shareholders fairly [2] Board Composition and Authority - The board consists of 11 directors, with at least one-third being independent directors [3] - The board includes a chairman and a vice-chairman, elected by a majority of the board [3] - A worker representative is included on the board, elected by employees without shareholder approval [3] Committees and Responsibilities - The board establishes an audit committee and may set up other specialized committees as needed [3] - The board has the authority to convene shareholder meetings, report on work, and make decisions on financial budgets, profit distribution, and major corporate actions [3][4][5] Decision-Making Procedures - The board must submit matters exceeding its authority to the shareholders for approval [4] - The board is responsible for ensuring that external investments and asset transactions follow strict review and decision-making processes [6] Investment and Transaction Limits - The board's approval is required for transactions involving assets exceeding 10% of the company's total assets, with higher thresholds for significant transactions [6][7] - Related party transactions above specified monetary thresholds must be submitted to the shareholders for approval [7] External Guarantees - The company is prohibited from providing guarantees for controlling shareholders or related parties, with strict limits on the total amount of guarantees [8] Chairman and Vice-Chairman Roles - The chairman is responsible for convening and presiding over meetings, ensuring the execution of board resolutions, and signing important documents [9] Audit Committee Functions - The audit committee, composed mainly of independent directors, oversees financial reporting and internal controls [10][11] Strategic and Nomination Committees - The strategic committee advises on annual plans and major investments, while the nomination committee proposes candidates for directors and senior management [11][12] Meeting Procedures - The board must hold at least two meetings annually, with provisions for special meetings upon request from shareholders or directors [12][13] - Meeting proposals must be submitted in advance, and notifications must include essential details [26][27] Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for related party transactions [37][39] - Directors must recuse themselves from voting on matters where they have a conflict of interest [40] Record Keeping and Disclosure - Meeting records must be maintained for at least ten years, including attendance, proposals, and voting results [22][23] - The board secretary is responsible for ensuring compliance with disclosure obligations [48][49] Implementation of Resolutions - The chairman and board secretary are tasked with overseeing the implementation of board resolutions and reporting on their status in future meetings [50]
莲花控股: 莲花控股股份有限公司董事会审计委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
General Provisions - The purpose of establishing the Audit Committee is to enhance the decision-making function of the board of directors and ensure effective supervision of financial and operational activities [1] - The Audit Committee is a specialized working body set up by the board of directors, responsible for communication, supervision, and verification of internal and external audits [1][2] Composition of the Committee - The Audit Committee consists of more than three directors, with a majority being independent directors, and the chairperson must be an independent director with accounting expertise [3][4] - The term of the Audit Committee members aligns with that of other directors, and members can be re-elected [2][3] Responsibilities and Authority - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [9] - Key responsibilities include supervising external audit work, reviewing financial reports, assessing internal control effectiveness, and coordinating communication between management and external auditors [9][10][11] Work Procedures - The Audit Committee must hold at least one meeting each quarter, with meetings called by the chairperson or upon request by committee members [8][29] - Meeting notifications must be sent three days in advance, and decisions require a majority vote from committee members [8][29] Information Disclosure - The company must disclose the composition and professional background of the Audit Committee members, as well as any significant issues identified during their duties [36][37] - If the board does not adopt the Audit Committee's proposals, the company must disclose the reasons for this decision [38] Additional Regulations - The rules and procedures established by the Audit Committee must comply with relevant laws, regulations, and the company's articles of association [12][16] - The Audit Committee is responsible for formulating and revising its own rules and procedures, which are integral to the overall governance framework of the company [12][16]
莲花控股: 莲花控股股份有限公司董事会薪酬与考核委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The company establishes a Compensation and Assessment Committee to enhance the management of director and senior management compensation and assessment [1] - The committee is responsible for formulating assessment standards and reviewing compensation policies for directors and senior management [2][3] Group 1: Committee Structure - The Compensation and Assessment Committee consists of more than three directors, with a majority being independent directors [2] - The committee elects a chairperson from among the independent directors to lead its activities [2] - The term of committee members aligns with that of the directors, and they can be re-elected [2] Group 2: Responsibilities - The committee is tasked with developing assessment standards for directors and senior management and reviewing their compensation policies [3] - It must propose recommendations to the board regarding the compensation of directors and senior management, as well as any changes to incentive plans [3][4] Group 3: Meeting Procedures - Meetings of the committee require at least two-thirds of members to be present for decisions to be made [5] - The committee can hold meetings via various communication methods, including phone and video conferencing [5][6] - Meeting records must be kept, and all attendees are bound by confidentiality regarding the discussed matters [7]
英诺特: 北京英诺特生物技术股份有限公司董事会审计委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The document outlines the rules for the Audit Committee of Beijing Innotech Biotechnology Co., Ltd, emphasizing the importance of pre-audit and professional audit to ensure effective supervision of the management by the board of directors [1][2] - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring compliance with relevant laws and regulations [3][4] Group 1: General Provisions - The Audit Committee is established as a specialized committee under the board of directors, responsible for auditing and supervising financial information and internal controls [1][2] - The company does not have a supervisory board; the Audit Committee assumes the powers of a supervisory board as per the Company Law [1] Group 2: Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, and at least one member must be a professional accountant [2] - The chairperson of the Audit Committee is elected from among the independent directors with accounting expertise [2] Group 3: Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising external audits, reviewing financial reports, and ensuring the integrity of internal controls [3][4] - The committee has the authority to propose the hiring or dismissal of external auditors and to review financial reports before submission to the board [4][5] Group 4: Meetings and Procedures - The Audit Committee must meet at least quarterly, and additional meetings can be called as necessary [6][7] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be made by a majority vote [7][8] Group 5: Information Disclosure - The company is required to disclose the Audit Committee's annual performance and meeting details alongside its annual report [9][10] - If the board does not adopt the Audit Committee's recommendations, the company must disclose the reasons for this decision [9][10]
英诺特: 北京英诺特生物技术股份有限公司董事会战略委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The article outlines the rules for the Strategic Committee of Beijing Innotech Biotechnology Co., Ltd, aimed at enhancing the company's strategic development and decision-making processes [1][4][9] Group 1: General Provisions - The rules are established to adapt to the strategic development needs of the company, enhance core competitiveness, and improve decision-making quality [1] - The Strategic Committee is a specialized committee under the Board of Directors, responsible for researching and proposing recommendations on the company's long-term development strategy and major investment decisions [1][4] Group 2: Composition of the Committee - The Strategic Committee consists of three directors, including at least one independent director [3] - Members are nominated by the Chairman, a majority of independent directors, or more than one-third of all directors, and elected by the Board [3][4] - The term of the Strategic Committee aligns with that of the Board, and members who cease to be directors automatically lose their committee membership [4] Group 3: Responsibilities and Authority - The main responsibilities include understanding economic trends, evaluating strategic plans, and researching major investment and financing proposals [4] - The committee is tasked with checking the implementation of these matters and must submit proposals to the Board for review [4][5] - If the Board does not fully adopt the committee's recommendations, it must document the committee's opinions and reasons for non-adoption [5] Group 4: Committee Meetings - The Strategic Committee meets as needed, with a minimum of two members able to call for a meeting [5] - Meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [5][6] - The committee can invite company directors and senior management to attend meetings and may request relevant information from the company [6][7] Group 5: Confidentiality and Record Keeping - Members have a confidentiality obligation regarding meeting discussions and must not disclose information without authorization [8] - Meeting records must be kept for at least ten years, and independent directors' opinions should be documented [8][9]
英诺特: 北京英诺特生物技术股份有限公司董事会薪酬与考核委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The document outlines the rules and regulations governing the Compensation and Assessment Committee of Beijing Innotech Biotechnology Co., Ltd., focusing on the establishment of a robust assessment and incentive mechanism for directors and senior management, in compliance with relevant laws and regulations [1][2]. Group 1: General Provisions - The purpose of the rules is to enhance the assessment and incentive mechanisms for the company's directors and senior management, improving corporate governance structures [1]. - The Compensation and Assessment Committee is a specialized committee under the board of directors, responsible for formulating assessment standards and compensation policies for directors and senior management [1][2]. Group 2: Composition of the Committee - The committee consists of three directors, with independent directors making up the majority [2]. - The committee members are nominated by the chairman, a majority of independent directors, or more than one-third of all directors, and elected by the board [2]. Group 3: Responsibilities and Authority - The committee is tasked with developing assessment standards, reviewing compensation policies, and making recommendations on various matters, including compensation for directors and senior management [4]. - The board has the authority to reject any compensation plans that may harm shareholder interests [4]. Group 4: Evaluation Procedures - The committee requires the company to provide relevant materials for performance evaluation, including financial indicators and management responsibilities [12]. - The evaluation process involves self-assessment by directors and senior management, followed by performance evaluations conducted by the committee [13]. Group 5: Committee Meetings - The committee meets as needed, with meetings called by the chairman or upon request from committee members [14]. - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [15][16]. Group 6: Documentation and Confidentiality - Meeting minutes must be recorded, including the opinions of independent directors, and must be kept for at least ten years [10]. - All committee members are bound by confidentiality regarding the matters discussed in meetings [10].
英诺特: 北京英诺特生物技术股份有限公司董事会秘书工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
北京英诺特生物技术股份有限公司 董事会秘书工作细则 (2025年8月修订) 北京英诺特生物技术股份有限公司 董事会秘书工作细则 第一章 总则 第一条 为了促进北京英诺特生物技术股份有限公司(以下简称 "公司")的规范运作,充分发挥董事会秘书的作用,加强对董事会 秘书工作的管理与监督,根据《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" 《证券法》 《上市公司治理准则》 、《上海证券交易所科创板股票上市规则》、 (以下简称" 《公司章程》" )等有关规定,制定本工作细则。 第二条 公司设董事会秘书一名,是公司的高级管理人员。公司 董事会秘书是公司与上海证券交易所之间的指定联络人,应当忠实、 勤勉地履行职责,对公司和董事会负责,承担法律、法规及《公司章 程》对公司高级管理人员所要求的义务,享有相应的工作职权,并获 取相应报酬。 第三条 公司应当为董事会秘书履行职责提供便利条件,董事及 其他高级管理人员和公司有关人员应当支持、配合董事会秘书的工作。 第二章 任职资格 第四条 董事会秘书的任职资格: (一)具有良好的职业道德和个人品质; (二)具备履行职责所必需的财务、 ...