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南京钢铁股份有限公司2025年第二次临时股东会决议公告
Group 1 - The core point of the announcement is the resolution of the second extraordinary general meeting of shareholders held by Nanjing Steel Group Co., Ltd. on September 5, 2025, which included the approval of several important amendments to the company's articles of association and rules [1][3][4] - The meeting was convened by the board of directors and conducted through a combination of on-site and online voting, ensuring compliance with relevant laws and regulations [1][3] - All proposed resolutions were passed without any objections, indicating a consensus among shareholders [3][4] Group 2 - The attendance at the meeting included 7 out of 8 current directors, with some participating via Tencent meeting due to other commitments [2] - The meeting included the approval of amendments to the company's articles of association, board meeting rules, and shareholder meeting rules, as well as the establishment of a management system for the departure of directors and senior management [4][5] - The legal proceedings of the meeting were verified by Jiangsu Taihe Law Firm, confirming that all procedures and voting results were lawful and valid [5]
上海市锦天城律师事务所关于通用电梯股份有限公司2025年第二次临时股东大会法律意见书
Group 1 - The core opinion of the article is that the 2025 Second Extraordinary General Meeting of Shareholders of the company was convened and conducted in accordance with relevant laws and regulations, and the resolutions passed are valid [24][57]. - The meeting was held on September 5, 2025, at 14:00 in Suzhou, combining on-site voting and online voting [2][28][29]. - The company announced the meeting details on August 19, 2025, ensuring that the notice was published more than 15 days prior to the meeting [1][2]. Group 2 - A total of 72 shareholders participated in the meeting, representing 130,881,611 shares, which accounts for 54.5008% of the total shares with voting rights [32]. - Among the participants, 14 shareholders attended in person, representing 113,407,850 shares (47.2245%), while 58 shareholders participated via online voting, representing 17,473,761 shares (7.2763%) [3][32]. Group 3 - The meeting reviewed several proposals, including the "2025 Restricted Stock Incentive Plan (Draft)" and its summary, which received 99.9704% approval from the attending shareholders [7][35]. - Other proposals, such as the "2025 Restricted Stock Incentive Plan Implementation Assessment Management Measures" and the authorization for the board to handle related matters, also received similar high approval rates [9][39][41]. - The company amended its articles of association and internal management systems, with all amendments receiving over 99.9% approval [10][44][54]. Group 4 - The legal opinion issued by Shanghai Jintiancheng Law Firm confirmed that the meeting's convening, procedures, and voting results complied with the Company Law and other relevant regulations [24][57]. - No resolutions were rejected during the meeting, and no changes were made to previously approved resolutions [26][27].
亿帆医药: 09.06:(2025-056)2025年第二次临时股东会决议公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Meeting Overview - The shareholder meeting of Yifan Pharmaceutical Co., Ltd. was held on September 5, 2025, with both on-site and online voting options available [1][2] - A total of 305 shareholders and representatives participated, representing 523,447,918 shares, which is 43.0329% of the total voting shares [1] Voting Participation - Among the participants, 298 were small investors and authorized representatives, with 24,242,411 shares represented, accounting for 1.9930% of the total voting shares [2] Proposal Voting Results - The following proposals were approved during the meeting: Amendment of Company Articles - The proposal to amend the Articles of Association received 99.9397% approval, with 523,132,518 votes in favor [2] Amendment of Shareholder Meeting Rules - The proposal to amend the Rules of Procedure for Shareholder Meetings was approved with 98.2548% support, totaling 514,312,460 votes [3] Amendment of Board Meeting Rules - The proposal to amend the Rules of Procedure for Board Meetings was approved with 98.2528% support, totaling 514,302,460 votes [4] Amendment of Independent Director Work System - The proposal to amend the Independent Director Work System received 98.2537% approval, with 514,307,160 votes in favor [4] Amendment of Fund Management Measures - The proposal to amend the Fund Management Measures was approved with 98.2552% support, totaling 514,314,660 votes [5] Amendment of Related Party Transaction Decision-Making System - The proposal to amend the Related Party Transaction Decision-Making System received 98.2542% approval, with 514,309,760 votes in favor [6] Amendment of Investment Management System - The proposal to amend the Investment Management System was approved with 98.2539% support, totaling 514,307,960 votes [6] Amendment of Accountant Selection System - The proposal to amend the Accountant Selection System received 98.2544% approval, with 514,310,660 votes in favor [7] Adjustment of Independent Director Allowances - The proposal to adjust the allowances for independent directors was approved with 99.9303% support, totaling 523,083,218 votes [8] Election of Non-Independent Directors - The election of non-independent directors was approved with 97.2691% support, totaling 509,153,070 votes [8] Election of Independent Directors - The election of independent directors received 99.4032% approval, with 520,324,012 votes in favor [9] Legal Opinion - The meeting was witnessed by lawyers from Anhui Tianhe Law Firm, confirming that the meeting's procedures and resolutions complied with relevant laws and regulations [9]
北巴传媒: 北京巴士传媒股份有限公司关于修订《公司章程》及其附件的公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - Beijing Bus Media Co., Ltd. is revising its Articles of Association to eliminate the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with the updated Company Law and relevant regulations [1][2][3]. Summary by Sections Revision of Articles of Association - The company will no longer establish a supervisory board, with its powers being assumed by the audit committee of the board of directors [1][2]. - The name of the original attachment "Rules for Shareholders' Meeting" will be changed to "Rules for Shareholders' Meeting," with content synchronized with the "Rules for Board Meetings" [1]. Legal Framework - The revisions are made to align with the requirements of the updated Company Law, Securities Law, and other relevant regulations, aiming to protect the rights of the company, shareholders, and creditors [1][2][3]. Responsibilities and Powers - The chairman of the board will serve as the legal representative of the company, with specific provisions regarding the appointment of a new legal representative within 30 days of resignation [2]. - The company will establish a party organization to ensure political leadership and direction, providing necessary conditions for its activities [3][4]. Shareholder Rights and Obligations - Shareholders will have rights to dividends and other forms of profit distribution based on their shareholdings, and they can request to convene or participate in shareholder meetings [13][34]. - Shareholders are obligated to comply with laws and the Articles of Association, and they must pay their subscribed capital [19][40]. Decision-Making Processes - The company will hold annual and extraordinary shareholder meetings, with specific conditions under which extraordinary meetings can be convened [27][50]. - Decisions regarding significant transactions, such as capital increases or external guarantees, must be approved by the board and submitted to the shareholders for approval [25][48]. Compliance and Legal Obligations - The company must adhere to legal and regulatory requirements in its operations, including maintaining transparency in financial dealings and ensuring proper governance [15][20][21].
恒基达鑫: 章程修订对照表
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The company has revised its articles of association to enhance the protection of the rights and interests of shareholders, employees, and creditors [1][2] - The company is registered as Zhuhai Winbase International Chemical Tank Terminal Co., Ltd. with its address located in Zhuhai [1] - The company’s business scope includes the construction and operation of terminals and storage for liquid chemical products, as well as various transportation and management services [6][8] Group 1 - The chairman of the board serves as the legal representative of the company, and the company must appoint a new legal representative within thirty days if the current one resigns [2] - The company’s assets are divided into equal shares, and shareholders are only liable for the amount they have subscribed [3] - The articles of association become a legally binding document upon effectiveness, governing the rights and obligations between the company and its shareholders [3][4] Group 2 - The company’s operational purpose emphasizes safety, customer satisfaction, environmental protection, and sustainable development [5] - The company’s share issuance follows principles of openness, fairness, and justice, ensuring equal rights for all shareholders [7] - The company has a total of 405 million shares, all of which are ordinary shares [8] Group 3 - The company’s shareholders have specific rights, including profit distribution, participation in meetings, and the ability to request information [14][15] - The company must ensure effective communication channels with shareholders to protect their rights [14] - The company’s board of directors and senior management are required to disclose their shareholdings and any changes in their holdings [12][19]
迪威尔: 迪威尔2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Points - The company plans to cancel the supervisory board, adjust the board of directors, and amend the articles of association to comply with new regulations and improve operational efficiency [4][6][24] Meeting Guidelines - All attendees must respect the rights of shareholders and maintain order during the meeting [1][2] - A meeting organization team will handle logistics and address on-site issues [1] - Shareholders wishing to speak must register in advance and cannot interrupt the agenda without permission [2][3] Voting Procedures - The meeting will utilize both on-site and online voting methods [3] - Voting will be supervised by designated personnel, and any invalid votes will be treated as abstentions [3][5] - The online voting period is set for September 16, 2025, from 9:15 AM to 3:00 PM [3] Agenda Overview - The meeting will commence with the announcement of attendees and the voting method [4] - Key agenda items include the review and voting on various proposals [4][5] Proposal Details - The proposal includes the cancellation of the supervisory board and the restructuring of the board of directors, which will consist of 8 members, including 3 independent directors and 1 employee representative [4][6] - Amendments to the articles of association will ensure compliance with the latest legal requirements and clarify the roles of the board and its representatives [4][6][24]
永鼎股份: 永鼎股份2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-09-05 16:13
Meeting Agenda - The 2025 First Extraordinary General Meeting of Jiangsu Yongding Co., Ltd. will be held on September 19, 2025, with online voting from September 18, 15:00 to September 19, 15:00 [1][2] - The meeting will be hosted by Chairman Mo Siming and will include shareholders, directors, supervisors, senior management, and lawyers [1][2] Profit Distribution Proposal - As of June 30, 2025, the company's undistributed profits amount to RMB 405,176,376.35 (unaudited) [3] - The proposed cash dividend is RMB 0.035 per share (including tax), representing a distribution ratio of 16.06% [3] Guarantee for Controlling Shareholder - As of August 26, 2025, the total guarantee provided by the company to its controlling shareholder, Yongding Group, is RMB 360,588.60 million, with an actual guarantee balance of RMB 317,779.24 million [4][9] - The company plans to continue providing guarantees for Yongding Group's bank credit applications, totaling RMB 31,280 million [4][5] Cancellation of Supervisory Board - The company proposes to abolish the supervisory board and amend the Articles of Association to enhance corporate governance and compliance with legal requirements [10] - The supervisory board's functions will be transferred to the audit committee of the board of directors [10] Governance System Amendments - The company intends to formulate and amend certain governance systems to further standardize operations and improve governance levels [11][12]
瑞康医药: 关于修订《公司章程》及部分治理制度的公告
Zheng Quan Zhi Xing· 2025-09-05 13:13
Summary of Key Points Core Viewpoint The company, Ruikang Pharmaceutical Group Co., Ltd., has revised its Articles of Association and certain governance systems, which will be submitted for shareholder approval. The revisions are in accordance with relevant laws and regulations, reflecting the company's actual situation. Group 1: Revision of Articles of Association - The company has made amendments to its Articles of Association based on the Company Law of the People's Republic of China and other relevant regulations [1][2][3] - The revised Articles of Association will be submitted for approval at the upcoming shareholders' meeting [1][2] - The updated Articles of Association have been published on the official website for public access [1] Group 2: Governance Structure Changes - The legal representative of the company will be the director responsible for executing company affairs, and the resignation of the legal representative will require the appointment of a new representative within thirty days [2][3] - The company will bear civil liability for the legal activities conducted by its legal representative, and may seek compensation from the representative if there is fault [2][3] - The company’s governance structure aims to ensure compliance and operational efficiency, enhancing shareholder value and corporate responsibility [4][5]
奇精机械: 关于取消监事会和修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-09-05 13:13
Core Viewpoint - The company has decided to abolish the supervisory board and transfer its responsibilities to the audit committee of the board of directors, along with a comprehensive revision of its articles of association to align with current laws and regulations [1][2][3]. Summary by Sections Abolishment of Supervisory Board - The company will no longer have a supervisory board, with its powers being transferred to the audit committee of the board of directors [2]. - The decision was made during the first extraordinary general meeting of shareholders in 2025, and the current supervisors will no longer hold their positions [2]. Revision of Articles of Association - The articles of association have been revised to comply with the latest regulations, including the abolishment of the supervisory board [2]. - Key changes include the definition of the legal representative of the company and the responsibilities of the board of directors [3][4]. - The revised articles now clarify the rights and obligations of shareholders, directors, and senior management, ensuring legal binding [4][5]. Company Operations and Responsibilities - The company’s assets are divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [4][5]. - The company is responsible for its debts with all its assets, and the articles of association serve as a binding document for all parties involved [4][5]. Shareholder Rights and Obligations - Shareholders have the right to request information, attend meetings, and participate in decision-making processes [12][13]. - The articles outline the procedures for shareholders to exercise their rights, including the ability to sue the company or its directors under certain conditions [12][13]. Capital Increase and Share Issuance - The company can increase its capital through various methods, including public offerings and private placements, as per the revised articles [10][11]. - The issuance of shares must adhere to principles of fairness and equality among shareholders [10][11]. Governance and Legal Compliance - The company is required to comply with laws and regulations regarding the governance structure and the rights of shareholders [20][21]. - The articles stipulate that any abuse of shareholder rights that harms the company or other shareholders will result in liability [20][21].
双林股份: 公司章程修正案
Zheng Quan Zhi Xing· 2025-09-05 12:20
Core Viewpoint - The company, Shuanglin Co., Ltd., has revised its articles of association to enhance the protection of the rights and interests of shareholders, employees, and creditors, and to ensure compliance with relevant laws and regulations [1][2][3]. Summary by Sections Company Structure and Governance - The revised articles emphasize the legal rights of the company, shareholders, employees, and creditors, and outline the governance structure in accordance with the Company Law and Securities Law of the People's Republic of China [1][2]. - The company is registered in Ningbo and has been publicly listed since July 12, 2010, with an initial issuance of 23.5 million shares [1][2]. Shareholder Rights and Responsibilities - Shareholders are limited to their subscribed shares in terms of liability, and the company is responsible for its debts with all its assets [2][3]. - The articles provide a legal framework for shareholders to initiate lawsuits against the company or its directors if their rights are infringed [2][3]. Capital Structure and Share Issuance - The company’s shares are issued based on principles of fairness and equality, ensuring that all shares of the same class have equal rights [3][4]. - The articles specify that the company can increase its capital through various methods, including public offerings and private placements, subject to shareholder approval [3][4]. Share Repurchase and Transfer - The company may repurchase its shares under specific conditions, such as capital reduction or dissenting shareholder requests, and must comply with the Securities Law regarding disclosure obligations [4][5]. - Share transfers are regulated, with restrictions on the transfer of shares held by directors and senior management during their tenure [5][6]. Control and Management - The articles outline the responsibilities of controlling shareholders and actual controllers, emphasizing their obligation to act in the best interests of the company and its public shareholders [16][17]. - There are provisions to prevent the misuse of control by major shareholders, including the requirement for transparency in transactions involving related parties [16][17]. Shareholder Meetings and Decision-Making - The company’s shareholder meetings are established as the primary decision-making body, with defined powers to approve financial plans, elect directors, and amend the articles of association [23][24]. - The articles stipulate the procedures for convening meetings and the voting rights of shareholders, ensuring compliance with legal requirements [23][24].