公司治理结构调整

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*ST恒久: 半年报监事会决议公告
Zheng Quan Zhi Xing· 2025-08-26 13:13
Group 1 - The sixth meeting of the supervisory board of Suzhou Hengjiu Optoelectronics Technology Co., Ltd. was held on August 25, 2025, with all three supervisors present, confirming compliance with legal and regulatory requirements [1] - The supervisory board approved the 2025 semi-annual report and its summary, with a unanimous vote of 3 in favor, indicating that the report accurately reflects the company's operational status without any false statements or omissions [1] - The company plans to revise its articles of association to enhance corporate governance and internal supervision, transitioning the supervisory functions to the board's audit committee, pending approval from the shareholders' meeting [2] Group 2 - The revised articles of association will take effect after approval from the shareholders' meeting, leading to the automatic disbandment of the supervisory board and the cessation of related rules [2] - Until the shareholders' meeting approves the changes, the existing internal supervisory body will continue to fulfill its duties in overseeing the company's operations and compliance [2]
盟升电子: 关于取消监事会、修改《公司章程》并办理工商变更登记以及制定、修订、废止部分公司内部制度的公告
Zheng Quan Zhi Xing· 2025-08-26 10:24
转债代码:118045 转债简称:盟升转债 成都盟升电子技术股份有限公司 关于取消监事会、修改《公司章程》并办理工商变更 登记以及制定、修订、废止部分公司内部制度的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性依法承担法律责任。 成都盟升电子技术股份有限公司(以下简称"公司")于 2025 年 8 月 26 日 召开第四届董事会第三十六次会议,审议通过了《关于取消监事会及修改 <公司> 章程>并办理工商变更登记的议案》 《关于制定、修订及废止部分内部制度的议案》, 证券代码:688311 证券简称:盟升电子 公告编号:2025-060 现将具体情况公告如下: 一、取消监事会的相关情况 根据《中华人民共和国公司法》 (以下简称"《公司法》")、 《上市公司章程指 引》 (以下简称"《章程指引》")等相关法律法规、规章及其他规范性文件的规定, 结合公司第四届监事会任期已届满的实际情况,公司拟不再设置监事会与监事, 监事会职权由董事会审计委员会行使,《成都盟升电子技术股份有限公司监事会 议事规则》相应废止,《成都盟升电子技术股份有限公司章程 ...
东方环宇: 东方环宇关于取消监事会及修订《公司章程》并办理工商备案的公告
Zheng Quan Zhi Xing· 2025-08-26 09:22
证券代码:603706 证券简称:东方环宇 公告编号:2025-019 新疆东方环宇燃气股份有限公司 关于取消监事会及修订《公司章程》并办理工商 备案的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 新疆东方环宇燃气股份有限公司(以下简称"公司")于 2025 年 8 月 26 日 召开第四届董事会第九次会议和第四届监事会第九次会议,审议通过了《关于取 消监事会并修订 <公司章程> 的议案》,具体情况如下: 一、关于取消监事会并修订《公司章程》及相关议事规则的说明 根据 2024 年 7 月 1 日起实施的《中华人民共和国公司法》、中国证监会《关 于新 <公司法> 配套制度规则实施相关过渡期安排》 《上市公司章程指引(2025 年 修订)》 《上市公司股东会规则》以及《上海证券交易所股票上市规则(2025 年 4 月修订)》等相关法律、法规、规范性文件的规定,结合公司实际情况,公司将 不再设置监事会和监事,由董事会审计委员会履行《中华人民共和国公司法》规 定的监事会职权,不会影响公司内部监督机制的正常运行。监事会取消后, ...
东湖高新: 关于取消监事会并修订《武汉东湖高新集团股份有限公司章程》的公告
Zheng Quan Zhi Xing· 2025-08-25 18:05
Core Viewpoint - Wuhan East Lake High-tech Group Co., Ltd. has decided to abolish its supervisory board and amend its articles of association to enhance internal governance and compliance with regulatory requirements [1][2]. Summary by Sections Cancellation of Supervisory Board - The company will no longer have a supervisory board, with the audit committee of the board of directors assuming the responsibilities previously held by the supervisory board [1][2]. - The current members of the supervisory board, including Chairman Xiao Yi and supervisors Xu Wen and Dong Bin, will have their positions automatically terminated [2]. Amendments to Articles of Association - The amendments to the articles of association are aimed at aligning with regulatory requirements and the company's operational needs [2]. - Specific changes include: - The first article will now mention the protection of the rights of employees in addition to shareholders and creditors [3]. - The legal representative of the company will be the chairman of the board, and the process for appointing a new legal representative will be clarified [3]. - The definition of senior management will be updated to include the general manager and other key positions [3]. Governance and Compliance - The company emphasizes the importance of maintaining effective governance structures to ensure compliance with laws and regulations [2][3]. - The supervisory board's responsibilities will be transitioned to the audit committee, which is expected to enhance oversight and accountability [1][2].
珂玛科技: 监事会决议公告
Zheng Quan Zhi Xing· 2025-08-25 17:15
Meeting Overview - The third meeting of the Supervisory Board of Suzhou Kema Material Technology Co., Ltd. was held on August 22, 2025, with all three supervisors present [1][2]. Key Resolutions - The Supervisory Board approved the proposal to cancel the Supervisory Board, adjust the Board of Directors, change the company's registered address, and amend the Articles of Association [1][2]. - The company will no longer have a Supervisory Board, and the powers of the Supervisory Board will be transferred to the Audit Committee of the Board of Directors [1][2]. - The registered address will be changed from "No. 58, Lijiang Road, Suzhou High-tech Zone" to "No. 1, Xinqian Road, Suzhou High-tech Zone" [2]. Internal Governance - The Supervisory Board approved the proposal to formulate and amend internal governance systems, including the "Prevention of Fund Occupation by Controlling Shareholders and Related Parties" [5][6]. - Various internal governance documents were reviewed and approved, with all sub-proposals receiving unanimous support [5][6]. Financial Reports - The Supervisory Board approved the 2025 Half-Year Report and its summary, confirming that the report accurately reflects the company's situation [6][7]. - The Board also approved the Special Report on the Use of Raised Funds for the first half of 2025 [6][7]. Convertible Bond Issuance - The Supervisory Board confirmed that the company meets the conditions for issuing convertible bonds to unspecified investors, with a total issuance amount not exceeding RMB 750 million [7][8]. - The proposed convertible bonds will have a face value of RMB 100 each and a term of six years, with interest paid annually [8][9]. - The initial conversion price will be determined based on the average trading price of the company's shares prior to the bond issuance [10][11]. Fund Utilization - The total investment for the projects funded by the raised capital is estimated at RMB 878.1542 million, with RMB 750 million planned to be raised through the bond issuance [20][21]. - The company will use self-raised funds for project implementation before the raised funds are available [20][21]. Shareholder Rights and Obligations - Bondholders will have rights to interest payments, conversion to shares, and the ability to sell back their bonds under certain conditions [19][20]. - The company will ensure that the rights of bondholders are protected and will hold meetings to address any significant changes affecting their interests [19][20]. Future Plans - The company has developed a three-year dividend return plan for 2025-2027, which was approved by the Supervisory Board [25][26]. - The company will also establish rules for the organization and behavior of convertible bondholders' meetings to safeguard their rights [26].
银都股份: 银都餐饮设备股份有限公司2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-08-25 16:53
Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 on September 10, 2025, at 14:30 in Hangzhou, Zhejiang Province [1] - The agenda includes three proposals: cancellation of the supervisory board and amendment of the company’s articles of association, change of registered capital and amendment of the articles of association, and formulation, revision, and abolition of certain management systems [1][4] Proposal Summaries - **Proposal 1**: The company proposes to cancel the supervisory board and amend the articles of association, transferring the supervisory board's powers to the audit committee of the board of directors. This change is based on relevant laws and regulations, and the amendments will take effect upon approval by the market supervision administration [5][6] - **Proposal 2**: The company plans to change its registered capital following the approval of a profit distribution plan and capital reserve transfer to increase share capital. The total share capital will increase to 615,762,075 shares, with a registered capital of 615,762,075 yuan after the distribution of cash dividends and capital reserve conversion [6][7] - **Proposal 3**: The company aims to revise, formulate, and abolish certain management systems to enhance corporate governance, in accordance with relevant laws and regulations [8]
凤凰光学: 凤凰光学股份有限公司关于取消监事会暨修订《公司章程》及部分管理制度的公告
Zheng Quan Zhi Xing· 2025-08-25 16:31
Core Viewpoint - The company, Phoenix Optical Co., Ltd., has decided to abolish its supervisory board and amend its articles of association and certain management systems to enhance operational standards in compliance with relevant laws and regulations [1]. Summary by Sections Company Announcement - The board of directors and all directors of Phoenix Optical guarantee that the announcement contains no false records, misleading statements, or major omissions, and they bear legal responsibility for the authenticity, accuracy, and completeness of its content [1]. - The decision to abolish the supervisory board was made during the 11th meeting of the 9th board of directors and the 10th meeting of the 9th supervisory board held on August 25, 2025 [1]. Amendments to Articles of Association - The supervisory board's powers will be transferred to the audit committee of the board of directors, and the rules governing the supervisory board meetings will be abolished [1]. - Amendments will be made to the articles of association and related management systems, with specific changes detailed in a comparison table [1]. Rights and Responsibilities of Shareholders - Shareholders have the right to receive dividends and other forms of profit distribution according to their shareholding [2]. - Shareholders can request, convene, and participate in shareholder meetings and exercise corresponding voting rights [2]. - Shareholders holding more than 5% of the company's shares must comply with regulations regarding holding periods, selling times, and quantities [2]. Company Governance - The company’s governance structure emphasizes the protection of the legal rights of shareholders, particularly minority shareholders [3]. - The board of directors is responsible for making decisions on the company's operational strategies and investment plans [4]. - The company must hold a temporary shareholders' meeting within two months if certain conditions arise, such as insufficient board members or unaddressed losses reaching one-third of the registered capital [6]. Financial and Operational Oversight - The company must seek shareholder approval for significant financial actions, including guarantees exceeding 10% of the latest audited net assets [5]. - The audit committee has the authority to propose the convening of temporary shareholders' meetings and must respond to such proposals within a specified timeframe [7].
江苏京源环保股份有限公司2025年半年度报告摘要
Shang Hai Zheng Quan Bao· 2025-08-22 22:44
Core Viewpoint - Jiangsu Jingyuan Environmental Protection Co., Ltd. is undergoing significant governance changes, including the cancellation of its supervisory board and adjustments to its registered capital and articles of association, aimed at enhancing corporate governance and compliance with updated regulations [3][4][5]. Company Overview - The company has decided to cancel its supervisory board, transferring its responsibilities to the audit committee of the board of directors to improve governance structure [3][4]. - The company will not have a supervisory board or supervisors after the shareholders' meeting approves the changes [4]. Capital Changes - The company has completed the conversion of convertible bonds, with a total of RMB 164,947,000 converted into 18,229,624 shares from April 1, 2024, to July 31, 2025 [5]. - The registered capital has increased from RMB 165,897,988 to RMB 231,341,568 due to a capital reserve conversion, resulting in an increase of 65,443,580 shares [5]. Articles of Association Amendments - The company plans to revise its articles of association to align with the latest legal requirements and its operational needs, including the removal of references to the supervisory board [5][6]. - The revised articles will be submitted for approval at the upcoming shareholders' meeting [6]. Management System Revisions - The company intends to revise several internal governance systems to enhance compliance with updated regulations and improve operational efficiency [7]. - The proposed revisions have been approved by the board and will also require shareholder approval [7].
汇通控股: 关于取消监事会并修订《公司章程》及相关制度的公告
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association in accordance with the new Company Law effective from July 1, 2024, and relevant regulations from the China Securities Regulatory Commission [1][2][3]. Summary by Sections Cancellation of Supervisory Board - The supervisory board will be abolished, and its functions will be transferred to the audit committee of the board of directors [1][2]. - The relevant rules and regulations concerning the supervisory board will be repealed, and the articles of association will be revised accordingly [1][2]. Amendments to Articles of Association - The amendments involve numerous changes, including the unification of terms from "shareholders' meeting" to "shareholders' assembly" and the removal of references to the supervisory board and its members [2]. - The revised articles of association will not list every individual change but will include a comparison table for clarity [2]. Shareholder Meeting Approval - The decision to abolish the supervisory board and amend the articles of association will be submitted for approval at the company's third extraordinary general meeting of shareholders in 2025 [3]. - The board of directors will seek authorization from the shareholders to handle the registration and filing of these changes with the market supervision administration [3]. Revision of Related Governance Systems - The company plans to revise or supplement 20 governance systems to align with the amended articles of association, with the first ten requiring shareholder meeting approval [3].
晶方科技: 晶方科技关于取消监事会并修订《公司章程》及相关议事规则的公告
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Viewpoint - Suzhou Jingfang Semiconductor Technology Co., Ltd. has decided to abolish its supervisory board and amend its articles of association and related rules, with the proposal pending approval from the shareholders' meeting [1][2]. Summary by Sections Cancellation of Supervisory Board - The company will no longer have a supervisory board, with its responsibilities transferred to the audit committee of the board of directors. Relevant rules and regulations concerning the supervisory board will be abolished [2][3]. - Until the shareholders' meeting approves the cancellation, the current supervisory board will continue to fulfill its duties in accordance with applicable laws and regulations [2]. Amendments to Articles of Association - The company plans to revise certain provisions of its articles of association based on the updated Company Law and relevant regulations [2][3]. - Key amendments include: - The legal representative of the company will now be a director instead of the chairman [2]. - New provisions will clarify that civil activities conducted by the legal representative on behalf of the company will have legal consequences for the company [3]. - The company will assume civil liability for actions taken by the legal representative, with the right to seek recourse from the representative if necessary [3]. - Additional changes include the definition of senior management personnel and the establishment of a party organization within the company [5][6].