取消监事会
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昆工科技: 第四届监事会第三十五次会议决议公告
Zheng Quan Zhi Xing· 2025-07-17 12:17
Meeting and Attendance - The supervisory board meeting was convened and conducted in accordance with relevant laws and regulations, ensuring the legality and validity of the meeting [1] - Three supervisors were supposed to attend, with all three present or represented by proxy [1] Proposal Review - The proposal to abolish the supervisory board and amend the company's articles of association was approved, transferring the supervisory board's powers to the audit committee of the board of directors [1][2] - The proposal to abolish the "Rules of Procedure for the Supervisory Board of Kunming University of Technology Hengda Technology Co., Ltd." was also approved, aligning with the decision to eliminate the supervisory board [2] Guarantee Adjustment - The company approved changes to the guarantee provided for its subsidiary in Jinning, extending the original credit term from "1 year" to "up to 3 years" [3] - The guarantee structure was modified to have the company and the actual controller provide 100% joint liability guarantees, while maintaining other terms as per the final contract [3]
深圳云天励飞技术股份有限公司第二届董事会第十六次会议决议公告
Shang Hai Zheng Quan Bao· 2025-07-11 18:00
Group 1 - The company held its 16th meeting of the second board of directors on July 11, 2025, with all seven directors present, and the meeting was conducted in accordance with legal and regulatory requirements [2][4] - The board approved the proposal to abolish the supervisory board, transferring its powers to the audit committee of the board, and revised the company’s articles of association accordingly [3][5] - The board proposed to authorize the management to handle the necessary business registration related to the amendments to the articles of association [3][5] Group 2 - The board approved the proposal for the company to issue H-shares and list them on the Hong Kong Stock Exchange to enhance competitiveness and utilize international capital markets [8][11] - The specific plan for the H-share issuance includes listing on the main board of the Hong Kong Stock Exchange, with shares having a par value of RMB 1.00 [13][15] - The issuance will be conducted through public offerings in Hong Kong and international placements, with a maximum of 15% of the total share capital available for issuance [19][22] Group 3 - The board agreed on the use of proceeds from the H-share issuance for research and development of AI-related technologies, expanding product applications, and general corporate purposes [34][36] - The board proposed that the resolutions related to the H-share issuance will remain valid for 24 months from the date of approval by the shareholders' meeting [38][56] - The board approved the establishment of a confidentiality and archival management system related to the overseas issuance of securities [68][69] Group 4 - The company appointed Tianzhi Hong Kong Certified Public Accountants as the auditing firm for the H-share issuance and subsequent annual audits [70][73] - The board proposed to authorize the management to negotiate the audit fees with the appointed auditing firm [71]
赛微微电: 关于取消监事会、变更注册资本、修订《公司章程》并办理工商变更登记及修订和制定部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-07-11 14:08
Core Viewpoint - The company has decided to cancel its supervisory board, change its registered capital, and amend its articles of association, which will be submitted for approval at the upcoming extraordinary general meeting of shareholders [1][2]. Summary by Sections Cancellation of Supervisory Board - The company will no longer have a supervisory board, with its functions transferred to the audit committee of the board of directors. Relevant rules and regulations concerning the supervisory board will be abolished [1][2]. Change in Registered Capital - The company has completed the first grant of the 2020 stock option incentive plan and the fourth exercise period, resulting in a total share registration of 1,191,275 shares. Following this, the total share capital of the company has been adjusted [2]. Amendments to Articles of Association - The company plans to amend several provisions in its articles of association to enhance governance and comply with relevant laws and regulations. Key changes include the uniform modification of "shareholders' meeting" to "shareholders' assembly" and the removal of references to the supervisory board [2][3]. Revision and Formulation of Corporate Governance Systems - The company aims to revise and establish certain corporate governance systems to promote standardized operations and improve internal governance mechanisms. These revisions have been approved by the board of directors and will require shareholder approval to take effect [3][4]. Disclosure of Revised Articles - The full text of the revised articles of association and the related governance systems will be disclosed on the Shanghai Stock Exchange website [4].
锴威特: 苏州锴威特半导体股份有限公司2025年第二次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-07-01 16:30
Core Viewpoint - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss key proposals including the election of the third board of directors and the cancellation of the supervisory board [1][2][6]. Group 1: Meeting Details - The meeting is scheduled for July 7, 2025, at 14:00, located at the company's conference room in Zhangjiagang [5]. - Voting will be conducted through a combination of on-site and online methods, with specific time slots for each [5][3]. - The meeting will be presided over by the chairman, Ding Guohua, and will include a report on the number of shareholders present and their voting rights [5][4]. Group 2: Proposals - Proposal 1 involves the cancellation of the supervisory board and amendments to the company's articles of association, allowing the audit committee to assume the supervisory functions [6][7]. - Proposal 2 focuses on revising and establishing certain governance systems to enhance the company's internal governance mechanisms [8]. - Proposal 3 is for the election of the third board of directors, with five candidates nominated for non-independent director positions [9][10]. - Proposal 4 is for the election of three independent directors, with candidates having undergone qualification reviews [17][18]. Group 3: Candidate Profiles - Ding Guohua, the chairman, holds 15.20% of the company's shares and has extensive experience in the semiconductor industry [10]. - Luo Yin, the general manager, holds 12.82% of the shares and has received multiple awards for entrepreneurship [11]. - Chen Kai, a director, holds 5.43% of the shares and has a background in finance and management [12][13]. - Peng Zhankai, a director, has a background in finance but does not hold any shares in the company [14]. - Yan Hong, a director, is related to Ding Guohua and has a background in human resources [15][16]. - The independent director candidates include Qin Shu, Zhang Hongfa, and Zhu Guangzhong, all of whom meet the necessary qualifications and have no conflicts of interest [17][19][20].
国芳集团: 国芳集团:关于修订《公司章程》及附件的公告
Zheng Quan Zhi Xing· 2025-06-26 16:45
Core Viewpoint - Gansu Guofang Industry and Trade (Group) Co., Ltd. plans to revise its Articles of Association and related documents to enhance corporate governance and comply with new legal regulations, including the cancellation of the supervisory board and the transfer of its responsibilities to the audit committee of the board of directors [1][2]. Summary by Sections Revision of Articles of Association - The company intends to amend its Articles of Association and related documents, including the rules for shareholders' meetings and board meetings, while abolishing the rules for the supervisory board [2]. - The amendments are in accordance with the revised Company Law of the People's Republic of China and other relevant regulations [1][2]. Cancellation of Supervisory Board - The supervisory board will be abolished, and its powers will be transferred to the audit committee of the board of directors, in line with the new legal framework [1][2]. - Relevant provisions in the Articles of Association and management systems concerning the supervisory board will be revised accordingly [1][2]. Specific Amendments - The Articles of Association will be updated to reflect the new governance structure, ensuring that the rights and obligations of the company, shareholders, and management are clearly defined [3][4]. - New provisions will be added to clarify the responsibilities of the legal representative and the company's liability in civil activities conducted in its name [4][5]. Shareholder Rights and Responsibilities - The revised Articles will maintain the rights of shareholders to receive dividends and participate in decision-making processes, while also outlining their obligations [6][7]. - Shareholders will have the right to supervise the company's operations and propose suggestions or inquiries [6][7]. Compliance and Governance - The company will establish a party committee to ensure compliance with party regulations and enhance corporate governance [16][23]. - The amendments aim to strengthen the company's governance framework and protect the rights of shareholders and creditors [1][2].
航天软件: 北京神舟航天软件技术股份有限公司关于取消监事会并修订《公司章程》及其附件的公告
Zheng Quan Zhi Xing· 2025-06-26 16:17
Core Viewpoint - Beijing Shenzhou Aerospace Software Technology Co., Ltd. plans to cancel its supervisory board and amend its articles of association in compliance with the new Company Law and related regulations, transferring the supervisory functions to the audit committee of the board of directors [2][4]. Summary by Sections Cancellation of Supervisory Board - The company intends to cancel the supervisory board effective from July 1, 2024, in accordance with the new Company Law and related transitional arrangements issued by the China Securities Regulatory Commission [2][3]. Amendments to Articles of Association - The company will revise its articles of association to reflect the cancellation of the supervisory board and to ensure compliance with regulatory requirements. This includes the abolition of rules related to the supervisory board and corresponding amendments to the rules governing shareholder and board meetings [2][4][5]. Key Amendments to Articles of Association - The first article of the articles of association will be modified to maintain the rights of shareholders, employees, and creditors, and to regulate the company's organization and behavior according to the Company Law and Securities Law [2][4]. - New provisions will be added regarding the legal representative's responsibilities and the company's liability for civil activities conducted in its name [4][5]. - The company will ensure that any financial assistance provided to acquire shares does not exceed 10% of the total issued share capital, subject to board approval [6][7]. - The company will also clarify the procedures for increasing capital and the restrictions on share transfers by founders and major shareholders [8][9]. Governance and Compliance - The company will establish a party organization in accordance with the Communist Party of China’s regulations, ensuring that the party's activities are supported and that necessary conditions are provided for its operations [10][11]. - The articles will include provisions to ensure that controlling shareholders and actual controllers act in accordance with laws and regulations, maintaining the interests of the company and other shareholders [10][11]. Shareholder Rights and Meeting Procedures - The articles will outline the rights of shareholders, including the ability to review company documents and participate in decision-making processes regarding major corporate actions [12][13]. - The procedures for convening shareholder meetings will be clarified, including the rights of shareholders holding a significant percentage of shares to request meetings [14][15]. Election and Responsibilities of Directors - The articles will specify the election process for directors and the responsibilities they hold towards the company, emphasizing the need for loyalty and avoidance of conflicts of interest [26][27].
中国巨石: 中国巨石股份有限公司2025年第三次临时股东会会议材料
Zheng Quan Zhi Xing· 2025-06-23 16:11
Group 1 - The company proposes to abolish the supervisory board and transfer its powers to the audit committee of the board of directors [1][2] - The company will revise its articles of association to reflect the changes regarding the supervisory board and other governance structures [2][3] - The amendments include changes to the roles and responsibilities of the board of directors, shareholders, and management [3][4] Group 2 - The company will revise the rules governing shareholder meetings, board meetings, and independent directors to enhance governance [5][6] - The company aims to ensure that all shareholders have equal rights and obligations regarding their shares [6][7] - The amendments will also address the management of related party transactions and external guarantees [7][8] Group 3 - The company will implement stricter regulations on external guarantees and investments to protect shareholder interests [9][10] - The company will ensure that any external guarantees exceeding certain thresholds will require shareholder approval [10][11] - The revisions will also clarify the responsibilities of controlling shareholders and actual controllers to prevent asset misappropriation [22][23]
上声电子: 苏州上声电子股份有限公司第三届监事会第十次会议决议公告
Zheng Quan Zhi Xing· 2025-06-19 10:21
Meeting Details - The third meeting of the Supervisory Board of Suzhou Shansheng Electronics Co., Ltd. was held on June 19, 2025, with all three supervisors present, confirming compliance with relevant laws and regulations [1] Resolutions Passed - The Supervisory Board approved the "Report on the Use of Previous Fundraising" which reflects the company's fundraising usage as of December 31, 2024, in accordance with the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange [1][2] - The resolution regarding the cancellation of the Supervisory Board and the transfer of its powers to the Audit Committee of the Board was also approved, along with the repeal of the "Rules of Procedure for the Supervisory Board" and amendments to the company's articles of association [2][3]
金隅集团: 北京金隅集团股份有限公司关于修订公司《章程》及附件并取消监事会的公告
Zheng Quan Zhi Xing· 2025-06-13 12:24
Group 1 - The company has revised its Articles of Association and decided to abolish the Supervisory Board, transferring its responsibilities to the Audit and Risk Committee of the Board of Directors [1][2][3] - The company will seek approval from the shareholders' meeting for the proposed changes and authorize the Board of Directors to handle related registration and filing procedures [1][4] - The revisions to the Articles of Association aim to enhance corporate governance and align with relevant laws and regulations [1][5] Group 2 - The company is committed to maintaining the legal rights and interests of shareholders and creditors while improving its governance structure [1][6] - The company’s registered capital is stated to be in compliance with the relevant laws and regulations [25][26] - The company emphasizes the importance of environmental protection and social responsibility in its development strategy [15][16]
镇海股份: 镇海石化工程股份有限公司第五届监事会第十三次会议决议公告
Zheng Quan Zhi Xing· 2025-06-11 12:15
Group 1 - The company held its 13th meeting of the 5th Supervisory Board on June 11, 2025, with all three supervisors present, and the meeting was conducted in accordance with relevant laws and regulations [1][2] - The Supervisory Board approved the proposal to abolish the Supervisory Board and transfer its powers to the Audit Committee of the Board of Directors, along with the corresponding repeal of the rules governing the Supervisory Board [1][2] - The Supervisory Board agreed to adjust the company's business scope in accordance with the requirements of the State Administration for Market Regulation [2]