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瑞康医药: 第五届董事会第十八次会议决议的公告
Zheng Quan Zhi Xing· 2025-09-05 13:13
Core Points - The company held its 18th meeting of the 5th Board of Directors on September 5, 2025, with all 8 directors present, and the meeting was conducted in accordance with relevant laws and regulations [1] - The Board approved the revision of the company's articles of association to align with the latest legal requirements and the company's development strategy, with a unanimous vote of 8 in favor [1] - The Board also approved the revision of certain governance systems to enhance the company's governance structure, again with a unanimous vote of 8 in favor [2] - The company proposed a guarantee limit for itself and its subsidiaries totaling no more than RMB 2 billion, with specific limits based on the subsidiaries' asset-liability ratios, which was also approved unanimously [3] - A proposal to convene the 2025 first extraordinary general meeting was approved with a unanimous vote of 8 in favor [3]
奇精机械: 公司章程(2025年09月)
Zheng Quan Zhi Xing· 2025-09-05 13:13
Core Points - Qijing Machinery Co., Ltd. is a joint-stock company established in accordance with the Company Law of the People's Republic of China and other relevant regulations [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 20 million shares, which were listed on the Shanghai Stock Exchange on February 6, 2017 [2][3] - The registered capital of the company is RMB 192,600,865 [2][3] Chapter 1: General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [1][5] - The company is established as a permanent joint-stock company with a legal representative being the chairman of the board [2][3][5] - The company is responsible for civil activities conducted by its legal representative [2][3] Chapter 2: Business Objectives and Scope - The company's business objectives include leveraging the advantages of a joint-stock economic organization to contribute to society and provide substantial returns to shareholders [6] - The business scope includes manufacturing and processing of mechanical parts, household appliances, automotive parts, tools, and various other products [6] Chapter 3: Shares - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [6][8] - The company has issued a total of 192,600,865 shares, all of which are ordinary shares [8][11] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [16][40] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [48] - Shareholders holding more than 10% of shares can request a temporary shareholders' meeting [27][28] Chapter 5: Shareholders' Meeting Procedures - The company must provide adequate notice for shareholders' meetings, including details on time, location, and agenda [61][62] - The meeting must be conducted in an orderly manner, ensuring that all shareholders can participate and vote [65][66] - The resolutions passed in the shareholders' meeting require a majority or two-thirds majority depending on the type of resolution [80][81]
双林股份: 审计委员会议事规则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
General Provisions - The purpose of the audit committee's rules is to enhance the decision-making function of the board of directors, ensuring effective supervision of the management team and improving internal controls [1][2] - The audit committee is established as a specialized working body of the board of directors, responsible for communication, supervision, and verification of internal and external audits [2] Composition of the Committee - The audit committee consists of three directors who are not senior management, including at least two independent directors, with one being a professional accountant [3] - The committee members are elected by the board of directors, with a designated chairperson from the independent directors [3][4] Responsibilities and Authority - The audit committee is responsible for reviewing financial information, supervising internal and external audits, and exercising the powers of the supervisory board as stipulated by law [4] - Key matters requiring the committee's approval include financial report disclosures, hiring or dismissing external auditors, and changes in accounting policies [4][5] Meeting Procedures - The audit committee must meet at least quarterly, with provisions for special meetings as needed [5][6] - A quorum for meetings requires the presence of at least two-thirds of the members, and decisions must be approved by a majority [6][10] Decision-Making and Documentation - Meeting records must be maintained for at least ten years, detailing attendance, agenda, discussions, and voting results [26][27] - The committee's proposals must be communicated to the board of directors promptly after meetings [28] Conflict of Interest and Evaluation - Committee members must disclose any conflicts of interest and recuse themselves from voting on related matters [30][31] - The committee has the authority to conduct internal audits and request necessary documents from relevant departments [34][35]
双林股份: 提名委员会议事规则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
双林股份有限公司 董事会提名委员会议事规则 董事会提名委员会议事规则 第一章 总则 第一条 为规范公司领导人员的产生,优化董事会组成,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》及其他有关 规定,公司特设立董事会提名委员会,并制订本议事规则。 第二条 董事会提名委员会是董事会依据相应法律法规设立的专门工作机 构,对董事会负责并报告工作,主要负责对公司董事和高级管理人员的人选、选 择标准和程序进行选择并提出建议。 第二章 人员组成 第三条 提名委员会成员由三名董事组成,其中独立董事两名。 第四条 提名委员会委员由董事会选举产生。提名委员会设召集人一名,由 董事会选举一名独立董事委员担任,负责主持委员会工作。 第五条 提名委员会委员必须符合下列条件: (一)不具有《公司法》或《公司章程》规定的不得担任公司董事、高级管 理人员的禁止性情形; 第八条 提名委员会因委员辞职或免职或其他原因而导致人数低于规定人数 的三分之二时,公司董事会应尽快指定新的委员人选。在提名委员会委员人数达 到规定人数的三分之二以前,提名委员会暂停行使本议事规则规定的职权。 第九条 《公司法》、 《公 ...
北汽蓝谷: 董事会议事规则
Zheng Quan Zhi Xing· 2025-09-05 12:19
Core Points - The article outlines the governance structure and decision-making processes of Beijing Automotive Blue Valley New Energy Technology Co., Ltd. [1][2][3] - The board of directors is responsible for major company decisions and must consider the opinions of the company's party committee [1][2] - The board consists of 9 directors, including a chairman and independent directors, with specific roles and responsibilities defined [2][3] Governance Structure - The board of directors is composed of 9 members, including 1 chairman and at least 1/3 independent directors [2] - Directors are elected for a term of 3 years, with provisions for re-election [2] - The board has established specialized committees, including an audit committee, which must have a majority of independent directors [2][3] Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for calling temporary meetings under specific circumstances [3][4] - Meeting notifications must be sent out in advance, detailing the agenda and other relevant information [5][6] - A quorum requires the presence of more than half of the directors, and decisions are made based on majority votes [18][24] Voting and Decision-Making - Decisions require a majority vote from the board, with specific rules for handling conflicts of interest [24][27] - Directors must personally attend meetings or delegate their voting rights under defined conditions [19][20] - Meeting records must be accurately maintained, reflecting the discussions and decisions made [34][35] Compliance and Accountability - The board is accountable for its decisions, and directors may face liability for decisions that violate laws or company regulations [37] - The company must publicly announce board resolutions in accordance with relevant regulations [39]
上海实业发展股份有限公司发布2025年修订章程,多项规定明确公司治理方向
Xin Lang Cai Jing· 2025-09-05 11:47
上海实业发展股份有限公司于2025年9月发布了修订后的公司章程,对公司的组织与行为、股东权益、 经营管理等多方面做出了详细规定。 公司基本信息与设立情况 上海实业发展股份有限公司经上海市经济委员会批准,以募集方式设立,并在上海市工商行政管理局注 册登记。公司于1996年9月5日经中国证监会批准,首次向社会公众发行人民币普通股6000万股,9月21 日在上海证券交易所上市。公司注册资本为人民币1844562892元,股份总数为1844562892股,均为普通 股。 股份相关规定 股份发行与管理 公司股份发行遵循公开、公平、公正原则,面额股以人民币标明面值,在中国证券登记结算有限责任公 司上海分公司集中存管。公司发起人为上海浦东钢铁(集团)有限公司,设立时认购股份数为 139794000股,设立时发行股份总数为240000000股。公司或子公司原则上不对购买公司股份的人提供资 助,但实施员工持股计划除外,为公司利益经特定决议可为他人取得股份提供财务资助,累计总额不得 超过已发行股本总额的10%。 股份增减和回购 公司可根据经营需要经股东会决议增加资本,方式包括向不特定对象或特定对象发行股份、派送红股、 公积金转增 ...
*ST中地: 第十届董事会第八次会议决议公告
Zheng Quan Zhi Xing· 2025-09-05 11:12
Core Viewpoint - The company held its eighth board meeting of the tenth session, where significant decisions were made regarding the election of non-independent directors, the appointment of senior management, and amendments to the company's governance structure [1][2][3]. Group 1: Board Decisions - The board approved the election of two non-independent director candidates: Mr. Yao Chaofeng and Mr. Zeng Yiming, pending shareholder approval [2][3]. - The board unanimously agreed to appoint Mr. Zeng Yiming as the company's president, Mr. Li Jinjun as vice president, Mr. Tian Yuli as vice president and chief legal officer, and Mr. He Haihong as the financial director [2][3]. Group 2: Governance Structure Amendments - The company will no longer have a supervisory board; its functions will be transferred to the audit and risk committee of the board [3]. - The board approved amendments to the company's articles of association and various governance rules, which will also require shareholder approval [3][4]. Group 3: Management Structure Adjustments - The company plans to adjust its headquarters management structure to a "10+3" departmental model, consisting of 10 departments and 3 business units [5]. - The 10 departments include comprehensive management, audit, board office, human resources, financial management, market development, operational management, safety and environmental supervision, digital innovation, and overseas business [5]. Group 4: Upcoming Shareholder Meeting - The board approved the convening of the seventh extraordinary general meeting of shareholders in 2025, with details to be disclosed in various financial publications [6].
新炬网络: 上海新炬网络信息技术股份有限公司2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-09-05 10:17
Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss significant changes, including the cancellation of the supervisory board and amendments to the company's articles of association [6][12][11]. Group 1: Meeting Procedures - The meeting will be conducted with a secretary responsible for the arrangement and order of proceedings [1]. - Shareholders and their proxies must arrive at the venue 30 minutes before the meeting to register and present necessary identification and documentation [2]. - Shareholders have the right to speak, inquire, and vote during the meeting, with specific procedures for registration and time limits for speeches [3][4]. Group 2: Key Proposals - The first proposal involves the cancellation of the supervisory board, with its responsibilities transferred to the audit committee of the board of directors [6][9]. - The second proposal is to provide a guarantee limit for the company's wholly-owned subsidiaries, with a total guarantee amount not exceeding RMB 100 million (approximately USD 14.1 million) for one subsidiary and RMB 60 million (approximately USD 8.5 million) for another [12][13]. Group 3: Voting and Legal Oversight - Voting will be conducted through a combination of on-site and online methods, with specific time slots designated for online voting [6][7]. - The company has appointed a lawyer to witness the meeting and provide a legal opinion on the proceedings [5][8]. Group 4: Financial and Operational Context - The company has not provided any guarantees to its subsidiaries to date, and the proposed guarantees are intended to support the subsidiaries' operational and financial needs [12][18]. - The company aims to enhance its governance structure and operational efficiency through these proposed changes, aligning with regulatory requirements [9][10].
西藏旅游: 西藏旅游2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-09-05 10:17
Meeting Overview - The first extraordinary general meeting of shareholders for Tibet Tourism Co., Ltd. is scheduled for September 9, 2025, with shareholders registered by the close of trading on that date eligible to attend and vote [2][3] - The meeting will include two main proposals, with the first proposal concerning separate voting for minority investors and the second proposal containing nine sub-proposals [4][5] Proposals - Proposal 1 involves authorizing the board's audit committee to exercise the powers of the supervisory board, which is proposed to be abolished [6] - Proposal 2 pertains to the revision of the company's articles of association and related rules, which has already been approved by the board [8] Voting Procedures - Voting will be conducted via a named ballot, and shareholders must verify their shareholdings on the ballot [4][5] - Network voting will be available on the day of the meeting from 9:15 AM to 3:00 PM [5] Shareholder Rights - Shareholders have the right to speak and raise inquiries during the meeting, with a time limit of five minutes per shareholder [2][3] - The company will ensure that all shareholders can exercise their rights to vote and participate in the meeting [33][34] Company Background - Tibet Tourism Co., Ltd. was established in 1996 and is registered with a capital of RMB 226,965,517 [10][15] - The company aims to enhance the quality of life through tourism, focusing on ecological sightseeing and cultural experiences [13]
江苏索普: 江苏索普董事会议事规则
Zheng Quan Zhi Xing· 2025-09-05 10:16
General Principles - The rules are established to standardize the decision-making process of the board of directors, ensuring efficiency and scientific decision-making in accordance with relevant laws and regulations [1] - The board of directors is responsible for strategic decisions, risk management, and is accountable to the shareholders [1] Composition and Powers of the Board - The board consists of 9 directors, with at least 3 independent directors, including one accounting professional [1] - A worker representative is elected by employees to join the board, while other directors are elected by the shareholders [1] - Directors serve a term of 3 years and can be re-elected [1] Director Nomination and Disqualification - Candidates for the board must not have any disqualifying conditions as per laws and regulations [2] - The company must disclose any administrative penalties or investigations related to the candidates within the last 36 months [2] Resignation of Directors - Directors must submit a written resignation report, which becomes effective upon receipt by the company, unless it results in a violation of minimum board member requirements [3][4] - The company must complete the re-election of directors within 60 days if a resignation leads to a shortfall in the required number of directors [4] Board Powers and Responsibilities - The board has the authority to make long-term strategic decisions, appoint and evaluate management, and manage significant financial matters [5][6] - Major transactions must be submitted for board approval if they meet specific thresholds, such as involving over 10% of total assets or net assets [11][12] Board Meetings - The board must hold at least two regular meetings annually, with provisions for special meetings as needed [26] - A quorum requires the presence of over half of the directors, and decisions are made by majority vote [34] Committees of the Board - The board establishes specialized committees, including audit, strategy, and nomination committees, to assist in governance [22][23] Documentation and Disclosure - Meeting records must include details such as date, attendees, agenda, and voting results, and must be preserved for at least 10 years [42] - The board secretary is responsible for public disclosures related to board meetings [43]