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海康威视: 第六届董事会第七次会议决议公告
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Points - Hikvision's board approved the 2025 mid-term dividend plan, proposing a cash dividend of 4.00 yuan per 10 shares, with no stock dividends or capital reserve transfers [1][2] - The company's net profit for the first half of 2025 was approximately 4.85 billion yuan, leading to a distributable profit of about 42.90 billion yuan for shareholders [1] - The board also approved multiple amendments to internal regulations and management systems, including the company's articles of association and various management rules [3][4][5][6] Financial Summary - The company's net profit for H1 2025: 4,848,758,041.57 yuan [1] - Total distributable profit as of June 30, 2025: 42,899,282,505.06 yuan [1] - Cash dividend proposed: 4.00 yuan per 10 shares [2] Governance and Compliance - Amendments to the company's articles of association and various internal management rules were approved, including those related to shareholder meetings, board meetings, and independent director work [3][4][5][6] - A temporary shareholders' meeting is scheduled for September 23, 2025, to review the approved proposals [2][6]
华鲁恒升: 华鲁恒升关于取消监事会、修订《公司章程》及修订、制定和废止公司部分管理制度的公告
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Viewpoint - Shandong Hualu Hengsheng Chemical Co., Ltd. has decided to abolish its supervisory board and amend its articles of association to enhance corporate governance in compliance with the new Company Law and related regulations [1][2]. Group 1: Abolishment of Supervisory Board - The company will no longer establish a supervisory board or supervisors, transferring the supervisory functions to the audit committee of the board of directors [2][3]. - The decision aligns with the requirements for standardized operations of listed companies as per the new Company Law effective from July 1, 2024 [1][2]. Group 2: Amendments to Articles of Association - The company plans to revise its articles of association and related rules to improve governance structures and adapt to the needs of standardized operations [2][3]. - Key changes include the removal of terms related to "supervisors" and "supervisory board," replacing them with references to the audit committee [2][3]. Group 3: Governance Structure - The amendments aim to protect the rights of shareholders, creditors, and employees while ensuring compliance with the new legal framework [3][4]. - The revised articles will also standardize the terminology used in governance documents, such as changing "shareholder meeting" to "shareholders' meeting" [2][3].
华鲁恒升: 华鲁恒升公司董事、高级管理人员离职管理制度(全文).docx
Zheng Quan Zhi Xing· 2025-09-05 16:22
General Principles - The management system for the departure of directors and senior management aims to standardize the departure procedures, ensuring stability in corporate governance and protecting shareholders' rights [1][2] - The system applies to various departure scenarios, including term expiration, resignation, dismissal, and other reasons [1] Departure Procedures - Directors must submit a written resignation report stating the reasons for their departure, which takes effect upon receipt by the company [2] - The company is required to disclose the resignation details within two trading days, including reasons and impacts, especially for independent directors [2][3] - If a director is dismissed, the company must notify them and allow for a defense at the shareholders' meeting before a vote is taken [3] Responsibilities and Obligations - Departing directors and senior management must complete all handover procedures within five days of leaving, including transferring relevant documents and files [4] - They are required to continue fulfilling any public commitments made during their tenure, even after departure [5] - Departing individuals must not interfere with the company's operations or harm shareholder interests post-departure [5] Shareholding Management - Departing directors and senior management are prohibited from transferring their shares within six months of leaving [6] - Any changes in shareholding must comply with specific regulations, including a 25% limit on share transfers during their term and six months post-termination [6] Final Provisions - The system will be revised in accordance with new laws or regulations, and the board of directors is responsible for its interpretation [6]
华鲁恒升: 华鲁恒升公司章程(全文)
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Points - The company is Shandong Hualu Hengsheng Chemical Co., Ltd, established as a joint-stock company in accordance with Chinese laws [1][2] - The registered capital of the company is RMB 2,123.219998 million [2] - The company was approved for public stock issuance and listed on the Shanghai Stock Exchange on June 20, 2002, with an initial issuance of 60 million shares [1][2] Company Structure - The company is a permanent joint-stock company, with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [2][3] - The chairman serves as the legal representative of the company, and the company is responsible for civil activities conducted by the legal representative [2][3] Business Objectives and Scope - The company's business objective is market-oriented, focusing on expanding financing channels, enhancing production capacity, and ensuring quality and efficiency to improve economic benefits for shareholders [4][5] - The business scope includes manufacturing and sales of basic chemical raw materials, chemical products, fertilizers, and technical services, among others [4][5] Share Issuance and Management - The company issues ordinary shares, and all shares must have equal rights [6][7] - The total number of shares issued by the company is 2,123.219998 million, with the main initiator being Shandong Hualu Group Co., Ltd [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, and they must comply with laws and the company's articles of association [14][15] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [19][20] Governance and Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [49][50] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [85][86]
华鲁恒升: 华鲁恒升董事会战略委员会工作制度(全文)
Zheng Quan Zhi Xing· 2025-09-05 16:22
山东华鲁恒升化工股份有限公司 董事会战略委员会工作制度 (二〇二五年九月四日修订) 他有关规定,公司设置董事会战略委员会,并制定本工作制度。 第二条 董事会战略委员会是董事会下设的专门工作委员会,主要负责公司长期 可持续发展战略和重大项目决策以及根据国家有关法规和《公司章程》要求由董事会 进行决策的重大事项的研究,并提出建议。 第二章 人员组成 第三条 战略委员会成员由 3 至 5 名董事组成,其中外部董事占多数,并应至少 包括一名独立董事。 第四条 战略委员会委员由董事长、独立董事或者全体董事的三分之一提名,并 由董事会选举产生。 第一章 总 则 第一条 为适应战略发展需要,增强公司竞争力,确定公司发展目标与方针,规 范公司决策活动,加强决策科学性,提高重大投资决策的效益和决策的质量,完善公 司治理结构,根据《中华人民共和国公司法》 《上市公司治理准则》 《公司章程》及其 第五条 战略委员会设主任委员(召集人)一名,由公司董事长担任,负责主持 战略委员会工作。 第六条 战略委员会委员任期与董事会董事任期一致,委员任期届满,连选可以 连任。期间如有委员不再担任公司董事职务,自动失去委员资格,并由委员会根据第 ...
华鲁恒升: 华鲁恒升董事会审计委员会工作制度(全文)
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Points - The article outlines the work system of the Audit Committee of Shandong Hualu Hengsheng Chemical Co., Ltd, aiming to enhance corporate governance and ensure effective supervision of the management by the board of directors [1][2] - The Audit Committee is composed of 3 to 5 directors, all of whom are external directors, with a majority being independent directors, including at least one accounting professional [3][4] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [2][4] Group 1: General Provisions - The Audit Committee is established to improve governance and decision-making functions of the board [1] - The committee is tasked with ensuring effective oversight of the management by the board [1] Group 2: Composition - The committee consists of 3 to 5 members, all being external directors, with a majority being independent [3] - At least one independent director must be a professional accountant [3][4] Group 3: Responsibilities and Authority - The main responsibilities include supervising external audit work, proposing the hiring or replacement of external audit firms, and reviewing financial reports [2][4] - The committee is accountable to the board and must submit proposals for board review [2][4] Group 4: Decision-Making Procedures - The Audit Committee must have a majority agreement from its members before submitting matters to the board [4] - The committee is required to hold at least four meetings annually, with provisions for temporary meetings as needed [5][6] Group 5: Meeting Rules - Meetings require the presence of at least two-thirds of the members to be valid [5] - Decisions are made by a majority vote, and meeting records must be kept [6]
华鲁恒升: 华鲁恒升董事会议事规则(全文)
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Points - The document outlines the rules and procedures for the board of directors of Shandong Hualu Hengsheng Chemical Co., Ltd, aiming to enhance decision-making efficiency and ensure compliance with relevant laws and regulations [1][2][3] Chapter 1: General Principles - The board of directors is established according to the Company Law and the company's articles of association, managing internal affairs during the period between shareholders' meetings [1][2] - The rules are binding on all directors, including independent directors, the board secretary, and other relevant personnel [1] Chapter 2: Powers of the Board - The board exercises its powers based on laws, regulations, and the company's articles of association, including convening shareholders' meetings, executing resolutions, and deciding on operational plans and investment proposals [2][3] - Major decisions, such as capital changes, mergers, and acquisitions, must be collectively decided by the board [2][3] Chapter 3: Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [8][9] - The election of directors is conducted through cumulative voting, ensuring fair representation [9][10] Chapter 4: Composition and Rules of the Board - The board consists of 11 directors, including 4 independent directors and 1 employee representative [15] - Independent directors must meet specific independence criteria and cannot have significant relationships with the company or its major shareholders [15][16] Chapter 5: Chairman of the Board - The chairman is elected by the board and has specific responsibilities, including presiding over meetings and ensuring the execution of board resolutions [26][28] Chapter 6: Authorization of the Board - The board grants the general manager specific powers for daily operations, with limits on transaction values that can be decided without board approval [30][31] Chapter 7: Board Secretary and Organizational Structure - The board secretary is responsible for preparing meetings, managing documents, and ensuring compliance with information disclosure requirements [50][51]
华丽家族: 华丽家族股份有限公司董事会提名委员会工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Provisions - The company establishes a Nomination Committee to regulate the selection of directors and senior management, optimizing the board composition and improving corporate governance [1][2] - The Nomination Committee is a specialized working body under the board, responsible for proposing candidates and selection criteria for directors and senior management [1][2] Composition of the Committee - The Nomination Committee consists of three to five directors, with independent directors making up the majority [2] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing candidates' qualifications [2][3] - The committee must submit its proposals to the board, which must document any reasons for not adopting the committee's recommendations [2][3] Decision-Making Procedures - The committee conducts research on the selection criteria and procedures for directors and senior management, forming resolutions to be submitted to the board [3] - The selection process includes communication with relevant departments, searching for candidates internally and externally, and gathering detailed information on candidates [3] Meeting Rules - The committee meets as needed, with meetings chaired by the chairperson or another independent director if the chairperson is unavailable [3][4] - A quorum requires the presence of more than half of the committee members, and decisions must be approved by a majority [3][4] Record Keeping and Confidentiality - Meeting records must be kept for ten years, and all attendees are bound by confidentiality regarding the discussed matters [4] - The committee has the authority to hire external advisors for professional opinions, with costs covered by the company [4] Miscellaneous - The working rules take effect upon approval by the board and are subject to relevant laws and regulations [4]
华丽家族: 华丽家族股份有限公司董事会审计委员会工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Overview - The audit committee of Huayi Family Co., Ltd. is established to enhance the decision-making function of the board, ensure effective supervision of the management, and improve corporate governance structure [1][2] Composition of the Audit Committee - The audit committee consists of three to five directors, with independent directors making up the majority, and at least one independent director must be a professional in accounting [3][4] - The chairman of the audit committee is an independent director with accounting expertise, elected by committee members and approved by the board [2][3] Responsibilities and Authority - The audit committee exercises the powers of the supervisory board as stipulated in the Company Law, including checking financial statements and supervising the actions of directors and senior management [4][5] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [3][4] - Key decisions, such as the hiring or dismissal of external auditors and the approval of financial reports, require a majority agreement from the committee members before being submitted to the board [3][4] Internal Audit Oversight - The audit committee supervises and evaluates the internal audit work, ensuring the establishment and implementation of internal audit systems [5][6] - The committee must review the internal audit department's annual work plan and report on the progress and quality of internal audits to the board [5][6] Decision-Making Procedures - The internal audit department prepares written materials for the audit committee's decision-making, including financial reports and external audit reports [8][9] - The audit committee meets at least quarterly, with provisions for special meetings as needed, and decisions require a quorum of two-thirds of the members [9][10] Confidentiality and Reporting - All members and attendees of the audit committee meetings are bound by confidentiality regarding the matters discussed [11] - Resolutions passed by the audit committee must be reported in writing to the board [10]
华丽家族: 华丽家族股份有限公司董事会战略发展委员会工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Points - The article outlines the establishment and operational guidelines of the Strategic Development Committee of Huayi Family Co., Ltd. to enhance the company's core competitiveness and improve decision-making processes [2][3] - The committee is responsible for researching and proposing suggestions on the company's long-term development strategies and major investment decisions [3][4] Group 1: General Provisions - The Strategic Development Committee is set up to adapt to the strategic needs of the company and to ensure the effectiveness and quality of major investment decisions [2] - The committee consists of three to five directors, with the chairman of the board serving as the head [3] Group 2: Responsibilities and Authority - The main responsibilities of the committee include researching long-term strategic planning, major investment financing proposals, and other significant matters affecting the company's development [3] - The committee is accountable to the board of directors, and its proposals must be submitted for board review [3][4] Group 3: Decision-Making Procedures - An Investment Review Group is established under the committee, led by the company's president, to prepare for decision-making [4][5] - The committee holds meetings to discuss proposals from the Investment Review Group and submits the results to the board [4][5] Group 4: Meeting Rules - Meetings are to be held with a majority of members present, and decisions require a majority vote [5][6] - The committee may invite external experts for professional opinions if necessary [5][6] Group 5: Miscellaneous Provisions - The guidelines take effect upon approval by the board and are subject to relevant laws and regulations [6][7] - The board retains the right to interpret these guidelines [7]