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妙可蓝多: 董事会议事规则(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-06 12:23
上海妙可蓝多食品科技股份有限公司 董事会议事规则 第一章 总 则 第一条 为了进一步规范上海妙可蓝多食品科技股份有限公司(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》(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》《上海证券交易所股票上市规则》(以下简称"《上市规 则》")和《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等法 律、法规和规范性文件、《上海妙可蓝多食品科技股份有限公司章程》(以下简 称"《公司章程》")及其他有关规定,制定上海妙可蓝多食品科技股份有限公 司董事会议事规则(以下简称"本议事规则")。 第二条 公司依法设立董事会。董事会是公司的经营决策机构,依据《公司 法》等相关法律、法规和《公司章程》的规定,经营和管理公司的法人财产,对 股东会负责。 第三条 本议事规则对公司全体董事具有约束力。 第二章 董事会的组成 第四条 董事会由 9 名董事组成,设董事长 1 人,可以设副董事长 1 人,独 立董事 3 人,职工董事 1-2 ...
宏力达: 上海宏力达信息技术股份有限公司章程(2025年6月)
Zheng Quan Zhi Xing· 2025-06-06 11:20
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][2] - Shanghai Holystar Electrical Technology Co., Ltd. is established as a joint-stock company based on the original Shanghai Holystar Information Technology Co., Ltd. [1][2] - The company was registered on September 8, 2020, and listed on the Shanghai Stock Exchange on October 15, 2020, with an initial public offering of 25 million shares [1][3] Company Structure - The registered capital of the company is RMB 140 million [2] - The company is a permanent joint-stock company, with the chairman serving as the legal representative [2][3] - The legal representative's civil activities bind the company, and the company is liable for damages caused by the legal representative in the course of their duties [3] Business Objectives and Scope - The company's business objective is to provide high-quality products and services to customers while maximizing shareholder interests and achieving sustainable development [5][6] - The business scope includes technology development, consulting, and services in information technology, electrical facilities, and related fields [5][6] Shares and Capital Management - The company issues shares in the form of stocks, with a par value of RMB 1 per share [6][7] - The total number of shares issued at establishment was 39 million, with 140 million shares currently issued, all being ordinary shares [7] - The company can increase capital through various methods, including issuing shares to unspecified or specific objects, and can reduce registered capital following legal procedures [8][9] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions, and must adhere to legal and regulatory obligations [14][15] - Shareholders are prohibited from using their rights to harm the company or other shareholders' interests [19][20] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for convening and voting [48][49] - Shareholder proposals must be submitted in advance, and the company must provide adequate notice of meetings [58][59] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [80][81]
天风证券: 天风证券股份有限公司2024年年度股东会会议资料
Zheng Quan Zhi Xing· 2025-06-06 11:13
Core Points - The company reported total assets of 97.896 billion yuan and a net profit attributable to shareholders of -29.7091 million yuan for the year 2024 [4] - The board of directors held 9 meetings during the reporting period, approving 77 proposals and reports, and convening 4 shareholder meetings [4][11] - The company aims to enhance its governance structure and internal controls, focusing on compliance and risk management [10][18] Financial Performance - As of December 31, 2024, the company's total assets were 97.896 billion yuan, with equity attributable to shareholders at 23.417 billion yuan [4] - The operating revenue for 2024 was 2.7 billion yuan, while the net profit attributable to shareholders was -29.7091 million yuan [4][29] Governance and Board Activities - The board of directors completed a smooth transition by approving the addition of new directors and independent directors [4][5] - The board held 9 meetings, including 2 in-person and 7 via communication, to discuss various proposals [4][11] - The company revised its governance structure, including the "Three Major and One Large" decision-making regulations, to clarify responsibilities [5][6] Strategic Initiatives - The company is focused on enhancing its capital strength through equity financing and has initiated plans for issuing A-shares to specific investors [8][9] - The board approved the issuance of bonds in overseas markets to optimize liquidity management [9] - The company is committed to sustainable development, focusing on areas such as green finance and social responsibility [10] Risk Management and Compliance - The board emphasized strengthening compliance and risk management, establishing a comprehensive risk management system [10][18] - The company has implemented various compliance measures and revised related regulations to enhance internal controls [10][26] Future Plans - The board plans to focus on long-term strategic planning, particularly in light of macroeconomic policies and regional development opportunities [18][19] - The company aims to deepen its engagement in the Hubei region while expanding its market presence [19][20] - The board will continue to enhance internal controls and compliance risk management to ensure safe operational development [19][20]
华达科技: 华达汽车科技股份有限公司章程(2025年6月)
Zheng Quan Zhi Xing· 2025-06-06 09:54
General Information - Huada Automotive Technology Co., Ltd. was established as a limited liability company in accordance with the Company Law of the People's Republic of China [1] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 40 million shares, which were listed on the Shanghai Stock Exchange on January 25, 2017 [1][2] - The registered capital of the company is RMB 469,743,076 [1] Business Objectives and Scope - The company's business objectives include high quality, efficiency, integrity, innovation, and the pursuit of excellence [3] - The business scope encompasses research and development of automotive and automotive system technologies, production and processing of automotive parts and assemblies, and import and export of goods and technologies [3] Share Issuance - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [4][5] - The total number of shares issued by the company is 469,743,076 [4] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [9][10] - Shareholders are required to comply with laws and regulations, pay their subscribed capital, and not abuse their rights to harm the company or other shareholders [12] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [16] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [19] Voting and Resolutions - Resolutions at shareholder meetings can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [79][80] - The company ensures that voting is conducted fairly, and provisions are in place for online voting to facilitate shareholder participation [29]
六国化工: 六国化工2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-06-06 09:20
安徽六国化工 2025 年第二次临时股东大会 会议资料 安徽六国化工股份有限公司 安徽六国化工 2025 年第二次临时股东大会 会议资料 安徽六国化工股份有限公司 现 场 会 议 时 间 :2025 年 6 月 18 日 (星 期 三 )14:30 会议地点:安徽六国化工股份有限公司第一会议室 会议议程: 一、主持人宣布到会股东和股东代表人数及代表股份数 二、推举监票人和计票人 三、审议会议议案、按审议事项的顺序逐项投票表决 序号 议案名称 非累积投票议案 累积投票议案 四、宣读股东大会决议 五、律师对大会的合法性、有效性发表意见 安徽六国化工 2025 年第二次临时股东大会 会议资料 议案一 关于取消监事会、修订《公司章程》及附件的议案 各位股东(代表): 根据《中华人民共和国公司法》 (2023 年修订) 《上市公司章程指引》 (2025 年修订) 及中国证券监督管理委员会(以下简称"中国证监会")于 2024 年 12 月 27 日发布的《关 于新配套制度规则实施相关过渡期安排》相关法律法规的规定,结合公司的实际情况, 公司将不再设置监事会,监事会的职权由董事会审计委员会行使,《监事会议事规则》 等监事 ...
惠而浦: 惠而浦2024年年度股东大会会议资料
Zheng Quan Zhi Xing· 2025-06-06 09:09
Core Points - The company is preparing for the 2024 Annual General Meeting (AGM) scheduled for June 13, 2025, to ensure orderly proceedings and protect shareholder rights [1][2] - The company reported a revenue of 3.65 billion yuan for 2024, a decrease of 8.85% compared to the previous year, while net profit attributable to shareholders was 202 million yuan, indicating improved profitability [10][23] - The company plans to distribute a cash dividend of 0.29 yuan per share, totaling approximately 222 million yuan, which represents 110.15% of the net profit attributable to shareholders [25][26] Meeting Procedures - Shareholders must register to speak at the AGM 10 minutes before the meeting starts, with a speaking limit of 5 minutes per shareholder [2] - The AGM will include discussions and voting on various proposals, with a combination of on-site and online voting methods [2][4] Financial Performance - The company experienced a decline in operating income due to intensified market competition and changes in product sales structure, but saw an increase in overseas orders in the fourth quarter [10][23] - The company’s total assets were reported at approximately 5.24 billion yuan, showing a slight decrease of 0.05% from the previous year [23] Governance and Compliance - The board of directors has established several committees to oversee various aspects of company operations, including audit and compliance [5][6] - The company has maintained a strong internal control system and has complied with relevant laws and regulations, ensuring transparency and accountability [20][21] Future Plans - The company aims to enhance its product offerings and market presence, focusing on high-end appliances and expanding into new markets [10][14] - For 2025, the company plans to apply for a credit limit of up to 3.5 billion yuan for foreign exchange hedging to mitigate currency risks [29][30]
易普力: 易普力股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-06-06 04:20
General Principles - The rules aim to standardize the board of directors' meeting procedures and decision-making processes to ensure effective performance of their duties and improve the level of scientific decision-making [1][2] - The rules are applicable to the convening, proposal, notification, and holding of board meetings [1] Board Powers and Responsibilities - The board has the authority to hear the general manager's work report and check the execution of board resolutions [3] - The board is responsible for drafting major acquisition plans and decisions regarding significant internal management changes [3][4] - The board can decide on significant reforms, restructuring matters, and the establishment or cancellation of wholly-owned or controlling enterprises with capital contributions exceeding 10% of the latest audited net assets [3][4] - The board must establish a risk management system and oversee compliance management [3][4] Decision-Making Authority - The chairman of the board is authorized to decide on important investment management matters and financial management issues within specified limits [3] - The general manager is authorized to decide on the establishment or cancellation of non-registered branches and fixed asset investment projects below 5 million [3][4] Meeting Procedures - Board meetings are convened by the chairman, and the board office is responsible for preparation and material organization [8][9] - Regular meetings should be held at least four times a year, with notifications sent 10 days in advance [9][10] - Temporary meetings can be called within 10 days upon request from shareholders or board members [9][10] Voting and Resolutions - Board resolutions require a majority vote from attending directors, and specific proposals must be clearly defined [15][16] - Directors must avoid conflicts of interest during voting, and decisions must be documented and signed [17][18] - Resolutions that require shareholder approval become effective only after such approval [30][31] Confidentiality and Record Keeping - Board meeting records must be kept confidential until officially disclosed, and records should be maintained for 30 years or permanently [19][20]
易普力: 易普力股份有限公司董事会审计委员会工作细则
Zheng Quan Zhi Xing· 2025-06-06 04:20
Core Viewpoint - The establishment of the Audit Committee aims to enhance the decision-making function of the board and improve the corporate governance structure of the company [1] Group 1: Committee Structure - The Audit Committee is a specialized working body under the board, responsible for reviewing financial information, supervising internal and external audits, and assisting the board in related tasks [1] - The committee consists of three directors who are not senior management, including two independent directors, and may include employee representatives [2] - The committee is chaired by an independent director who must be a professional in accounting [2] Group 2: Responsibilities and Authority - The main responsibilities of the committee include checking company finances, proposing the hiring or replacement of external auditors, supervising audit plans, and evaluating internal controls [8] - The committee has the authority to investigate abnormal business conditions and can hire professional institutions for assistance, with costs borne by the company [8] - The committee is accountable to the board and submits proposals for board review [9] Group 3: Meeting Procedures - The committee holds regular meetings at least quarterly and can convene temporary meetings as needed [5] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [13] - Meeting records must be kept, and all members are bound by confidentiality regarding the discussed matters [20] Group 4: Implementation and Amendments - The working rules of the committee take effect upon board approval and replace previous regulations [7] - Any matters not covered by these rules will follow national laws and the company's articles of association [7]
四川大西洋焊接材料股份有限公司关于购买董监高责任险的公告
Group 1 - The company plans to purchase Directors and Officers Liability Insurance (D&O Insurance) to enhance risk management and protect the rights of its directors and senior management [1][7] - The insurance premium is set to not exceed 250,000 yuan per year, with a compensation limit of up to 30 million yuan [2][3] - The insurance period is for 12 months, with options for renewal or reinsurance [4] Group 2 - The proposal for purchasing D&O Insurance was approved by the company's board and supervisory committee on June 5, 2025, and will be submitted for approval at the 2024 annual shareholders' meeting [5][6][21] - The decision to purchase D&O Insurance is in compliance with relevant laws and regulations, aiming to improve corporate governance and reduce operational risks [7][21] Group 3 - The company held its fifth board meeting on June 5, 2025, where it also approved the cancellation of the supervisory board and amendments to the company's articles of association [10][25] - The board's decision to eliminate the supervisory board is intended to enhance governance and streamline operations, with the audit committee taking over its responsibilities [25][26]
Worldline : 2025 General meeting - Approval of all resolutions
Globenewswire· 2025-06-05 16:07
Worldline’s Shareholders Meeting and Board of Directors of June 5, 2025 Paris La Défense, June 5, 2025 - Worldline [Euronext: WLN], a global leader in payment services held today its Shareholders’ Meeting chaired by Mr. Wilfried Verstraete, Chairman of the Board of Directors. Shareholders’ Meeting held on June 5, 2025 At today's meeting, shareholders adopted all the resolutions submitted by the Board of Directors, in particular: the Company and consolidated accounts for the financial year ended on December ...