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长盈通: 2024年年度股东大会会议资料
Zheng Quan Zhi Xing· 2025-05-29 09:45
武汉长盈通光电技术股份有限公司 2024年年度股东大会会议资料 证券代码:688143 证券简称:长盈通 武汉长盈通光电技术股份有限公司 会议资料 二○二五年六月 目 录 武汉长盈通光电技术股份有限公司 2024年年度股东大会会议资料 议案八、关于2025年度公司及所属子公司向金融机构申请融资额度的议案 .. 15 附件1:武汉长盈通光电技术股份有限公司2024年度董事会工作报告 ....... 18 附件2:武汉长盈通光电技术股份有限公司2024年度财务决算报告 ......... 30 附件3:武汉长盈通光电技术股份有限公司2024年度监事会工作报告 ....... 37 武汉长盈通光电技术股份有限公司 2024年年度股东大会会议资料 武汉长盈通光电技术股份有限公司 为了维护全体股东的合法权益,确保股东大会的正常秩序和议事效率,保 证股东大会的顺利进行,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》")《上市公司股 东会规则》以及《武汉长盈通光电技术股份有限公司章程》(以下简称"《公 司章程》")《武汉长盈通光电技术股份有限公司股东大会议事规则》等相 ...
六国化工: 董事会审计委员会年报工作规程(2025年)
Zheng Quan Zhi Xing· 2025-05-29 09:35
Core Viewpoint - The article outlines the work regulations of the Audit Committee of Anhui Liuguo Chemical Co., Ltd., emphasizing the importance of governance structure and the quality of information disclosure in the annual report preparation and auditing process [1][2][3]. Group 1: Responsibilities and Procedures - The Audit Committee is responsible for actively fulfilling its duties and ensuring diligent oversight during the annual financial report audit process [1]. - The timing of the annual financial report audit work is to be determined through consultation between the Audit Committee and the accounting firm responsible for the audit [1]. - The Audit Committee must urge the accounting firm to submit the audit report within the agreed timeframe and document the methods, frequency, results, and responsible personnel's signatures [1]. - Prior to the arrival of the annual audit accountant, the Audit Committee is required to review the financial statements prepared by the company and provide written opinions [1]. - After the initial audit opinion is issued by the annual audit accountant, the Audit Committee should review the financial statements again and provide a written opinion [2]. Group 2: Decision-Making and Communication - The Audit Committee is to vote on the annual financial audit report, form a resolution, and submit it to the Board of Directors for review, along with a summary report from the accounting firm and a decision on reappointment or replacement for the next year [2]. - The company is generally not allowed to change the annual audit accounting firm during the audit period; if necessary, the Audit Committee must evaluate both the previous and proposed firms and provide opinions based on sufficient reasoning [2]. - When reappointing the annual audit accounting firm, the Audit Committee must conduct a comprehensive evaluation of the firm's performance and quality, submitting a positive opinion to the Board of Directors for approval [2][3]. Group 3: Confidentiality and Reporting - During the preparation and review of the annual report, members of the Audit Committee are obligated to maintain confidentiality and prevent any leaks or insider trading violations before the report is disclosed [3]. - The financial officer of the company is responsible for coordinating communication between the Audit Committee and the accounting firm, ensuring necessary conditions for the Committee to fulfill its responsibilities [3]. - Any communication, evaluation opinions, and suggestions regarding the aforementioned matters must be documented in writing and reported to the local securities regulatory authority within three working days after the shareholders' meeting resolution is disclosed [3].
吉大正元: 关于公司2024年度股东大会增加临时提案暨股东大会补充通知的公告
Zheng Quan Zhi Xing· 2025-05-29 09:26
证券代码:003029 证券简称:吉大正元 公告编号:2025-032 除增加上述临时提案外,公司于 2025 年 4 月 25 日披露的《关于召开 2024 年度股东会的通知》列明的会议审议事项、召开时间、地点及股权登记日等相关 事项均保持不变,现将增加临时提案后的股东会有关事宜补充通知如下: 一、召开会议的基本情况 长春吉大正元信息技术股份有限公司 关于公司 2024 年度股东大会增加临时提案 暨股东大会补充通知的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚 假记载、误导性陈述或重大遗漏。 根据长春吉大正元信息技术股份有限公司(以下简称"公司")于 2025 年 资讯网(http://www.cninfo.com.cn)的《关于提请召开 2024 年度股东大会的通知》 (公告编号:2025-027)。 于修订 <公司章程> 及其附件的议案》之《关于修订 <公司章程> 的议案》《关于修 订 <股东大会议事规则> 的议案》《关于修订 <董事会议事规则> 的议案》三项子议 案和《关于修订、制定公司内部治理制度的议案》中的《关于修订 <关联交易管> 理制度>的议案》《关于修订 <对外担保 ...
星环科技: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-05-29 09:13
星环信息科技(上海)股份有限公司 二〇二五年五月 第一章 总则 第 一 条 为规范星环信息科技(上海)股份有限公司(以下简称"公司")董 事、高级管理人员离职管理,保障公司治理稳定性及股东合法权益,根据《中华 人民共和国公司法》《上市公司章程指引》《上海证券交易所科创板股票上市规 则》《上市公司董事和高级管理人员所持本公司股份及其变动管理规则》等法律 法规、规范性文件、证券交易所业务规则和《星环信息科技(上海)股份有限公 司章程》(以下简称"《公司章程》")的规定,制定本制度。 第 二 条 本制度适用于公司全体董事(含独立董事)及高级管理人员的辞 任、任期届满、被解除职务以及其他导致董事、高级管理人员实际离职等情形。 第二章 离职情形与生效条件 第 七 条 股东会可以决议解任董事,决议作出之日解任生效。 第 八 条 董事会可以决议解任高级管理人员,决议作出之日解任生效。 第 三 条 公司董事和高级管理人员可以在任期届满以前辞任。董事、高级 管理人员辞任应当提交书面辞职报告。董事辞任的,自公司收到通知之日生效。 高级管理人员辞任的,自董事会收到辞职报告时生效。 第 四 条 出现以下情形的,在改选出的董事就任前, ...
S佳通: 佳通轮胎股份有限公司2024年年度股东大会会议材料
Zheng Quan Zhi Xing· 2025-05-29 08:19
Group 1 - The company held its annual shareholder meeting on June 11, 2025, at the Crowne Plaza Hotel in Putian, Fujian Province, combining on-site and internet voting [2] - The company reported a total production of 17.5 million tires in 2024, representing a year-on-year increase of 15.1% [5] - The company achieved an operating income of 4.668 billion yuan in 2024, up 12.11% year-on-year, while net profit decreased by 4.21% to 351 million yuan [5][10] Group 2 - The total production of rubber tires in China for 2024 was approximately 1.187 billion units, a 9.2% increase from the previous year [3][4] - The domestic automotive tire production reached about 847 million units, with a year-on-year growth of 7.8% [4] - The company’s export volume of rubber tires reached 9.32 million tons in 2024, with an export value of approximately 164.49 billion yuan, reflecting a growth of 5.6% [4] Group 3 - The company’s board of directors held six meetings during the reporting period, addressing various matters including regular reports and profit distribution [6][7] - The audit committee conducted seven meetings, focusing on the company's regular reports and internal control evaluations [6][7] - The company maintained a total asset value of 4.343 billion yuan, with total liabilities of 2.324 billion yuan, resulting in a debt-to-asset ratio of 53.51% [11] Group 4 - The independent directors reported their activities, emphasizing their commitment to maintaining the interests of all shareholders [17][29] - The company proposed to increase the independent director's allowance from 120,000 yuan to 132,000 yuan per year, considering inflation and responsibilities [16] - The company plans to purchase liability insurance for its directors and senior management to mitigate operational risks [16]
新财富·董秘特辑 | 张文宇:以韧性破周期,解码天齐锂业A+H资本新范式
新财富· 2025-05-29 07:35
历经二十一载岁月沉淀,新财富金牌董秘评选已成为中国资本市场极具权威性与公信力的标杆评选,不仅见证 了中国资本市场蓬勃发展的壮阔征程,更以专业视角镌刻下时代变革的深刻印记。金牌董秘群体凭借卓越的专 业素养与创新实践能力,持续优化上市公司治理、深化投资者关系管理,已然成为推动中国资本市场向高质量 发展迈进的一股重要力量。 值此新财富董秘评选二十一周年之际,诚邀历届金牌董秘,分享企业战略、发展历程与职业经验,以实战洞见 解构资本风云,共探行业发展逻辑。 2021 年冬,夜已深,风正凛,川西的第一场雪还没落下,成都高新区高朋东路一间会议室的灯却一 直亮着。彼时的天齐锂业,刚刚走出历史性的债务危机,挺过行业低谷,全球锂资源正值风口,企业 正站在重新出发、重塑格局的关键拐点。也是在那个时刻,张文宇——一位拥有多年不同领域公司治 理和管理经验的资深人士,进入了天齐锂业。 这是一场不谋而合的相遇:一边是正谋求全球化战略深化、在产业与资本之间寻找再一次突破的中国 锂业龙头;一边是熟稔境内外规则体系、跨越多元背景的复合型管理者。行业周期正值转折,公司迈 入治理结构成熟、业务版图拓展、估值重构的"临界时刻",而张文宇,也恰在其职业 ...
中国铝业: 中国铝业股份有限公司董事会议事规则(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-28 14:25
General Principles - The board of directors is the permanent executive and decision-making body of the company, responsible to the shareholders' meeting and reporting on its work [3][6] - The board must ensure effective governance and decision-making processes in accordance with relevant laws and regulations [3][4] Board Composition - The board consists of nine directors, with external directors (including non-executive and independent directors) making up more than half of the board [4][5] - At least three independent directors are required, accounting for one-third or more of the board, with at least one being a professional accountant [4][11] Director Responsibilities - Directors must act in the best interests of the company and its shareholders, avoiding conflicts of interest and ensuring compliance with laws and regulations [4][12] - Directors are required to attend board meetings and express clear opinions on matters discussed [5][19] Election and Term of Directors - Directors are elected for a term of three years, with the possibility of re-election, but independent directors cannot serve more than six consecutive years [4][9] - The election process for non-independent directors must be transparent and fair, with nominations requiring consent from the candidates [9][24] Independent Directors - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [12][29] - They have specific rights, including the ability to hire external advisors and propose meetings to address issues affecting the company or minority shareholders [36][39] Board Committees - The board may establish specialized committees, such as the audit committee, nomination committee, and remuneration committee, to handle specific tasks and report back to the board [20][25] - Each committee must have a majority of independent directors, ensuring unbiased oversight [25][26] Meeting Procedures - The board must hold at least four regular meetings annually, with additional meetings called as necessary [23][24] - Meeting notifications must be sent in advance, and urgent meetings can be called with shorter notice [23][24] Director Training and Development - The company is responsible for providing ongoing training for directors to ensure they understand their rights, responsibilities, and relevant regulations [22][39] - Directors are expected to actively participate in training and development programs [22][39]
联芸科技: 联芸科技(杭州)股份有限公司章程(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-28 14:14
Core Points - The company, Maxio Technology (Hangzhou) Co., Ltd., was established as a joint-stock company with independent legal status based on the transformation of a previous entity [1][2] - The company registered with the Zhejiang Provincial Market Supervision Administration and obtained a business license, with a registered capital of RMB 460 million [2][3] - The company plans to publicly issue 100 million ordinary shares, which will be listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on November 29, 2024 [1][3] Company Structure - The company is a permanent joint-stock company, and its legal representative is the general manager [2][3] - The company has a total of 46 million shares issued, all of which are ordinary shares with a par value of RMB 1 per share [5][6] - The company prohibits financial assistance for acquiring its shares, except under specific circumstances [6][7] Business Objectives and Scope - The company's business objective is to promote technological advancement through continuous innovation and to create value for society [3][4] - The business scope includes technology development, technical services, production and sales of computer software products, and import/export of goods or technology [4][5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and the ability to supervise the company's operations [11][12] - Shareholders are required to comply with laws and regulations, and they cannot withdraw their capital except as legally permitted [15][16] - The company has provisions for shareholders to propose and vote on matters at shareholder meetings [59][60] Governance and Decision-Making - The company’s governance structure includes a board of directors and a supervisory committee, with specific roles and responsibilities outlined [11][12] - Shareholder meetings can be called by the board or by shareholders holding a significant percentage of shares, ensuring transparency and accountability [49][50] - Decisions regarding major transactions and changes in capital structure require approval from the shareholders [81][83]
联芸科技: 薪酬与考核委员会议事规则(2025年5月修订)
Zheng Quan Zhi Xing· 2025-05-28 14:14
Core Viewpoint - The document outlines the rules and regulations governing the Compensation and Assessment Committee of Lianyun Technology (Hangzhou) Co., Ltd, aimed at establishing a sound management system for the assessment and compensation of directors and senior management [1][2]. Group 1: General Provisions - The Compensation and Assessment Committee is established to enhance the governance structure of the company, in accordance with relevant laws and regulations [1]. - The committee is a specialized working body of the board of directors and is responsible to the board [1]. Group 2: Composition of the Committee - The committee consists of three directors, with a majority being independent directors [2]. - The committee has a convener, who is an independent director, elected by the committee members [2]. Group 3: Responsibilities and Authority - The committee's main responsibilities include formulating assessment standards for directors and senior management, reviewing compensation policies, and supervising the execution of human resources and compensation policies [3][4]. - The committee has the authority to veto compensation plans that harm shareholder interests [3]. Group 4: Meeting Procedures - The committee must hold at least one meeting annually, with provisions for additional meetings as needed [5]. - Meetings can be conducted through various means, including video conferencing, and decisions require a majority vote from attending members [5][6]. Group 5: Documentation and Reporting - Meeting records must be kept, and the board of directors should disclose the committee's activities in the annual work report [6][7]. - The committee is required to maintain confidentiality regarding company-related information until it is publicly disclosed [7].
天有为: 黑龙江天有为电子股份有限公司章程
Zheng Quan Zhi Xing· 2025-05-28 12:26
Core Points - Heilongjiang Tianyouwei Electronics Co., Ltd. is established as a joint-stock company with a registered capital of RMB 160 million, transitioning from a limited liability company [1][2] - The company plans to publicly issue 40 million shares and is set to be listed on the Shanghai Stock Exchange on April 24, 2025 [1][3] - The company’s business scope includes manufacturing and sales of automotive parts, electronic components, and various technical services [1][2] Company Structure - The company is governed by a charter that outlines the rights and obligations of shareholders, directors, and management [1][2] - The chairman serves as the legal representative of the company [1] - The company is designed for perpetual existence, ensuring continuity in operations [1] Share Issuance and Capital - The shares are issued at a par value of RMB 1 each, with a total of 160 million shares available [2][3] - The company’s capital structure allows for various methods of capital increase, including public and private offerings [2][3] - Shareholders are limited in their ability to transfer shares within the first year of issuance [3] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions based on their shareholdings [4][5] - The company mandates that shareholders adhere to legal and charter obligations, including the prohibition of share buybacks under certain conditions [6][7] - Shareholders holding more than 5% of voting shares must report any pledges of their shares [7][8] Governance and Meetings - The company holds annual and extraordinary shareholder meetings to discuss key decisions, including profit distribution and capital changes [9][10] - The board of directors is responsible for convening meetings and ensuring compliance with legal requirements [11][12] - Voting at shareholder meetings requires a majority for ordinary resolutions and a two-thirds majority for special resolutions [13][14] Financial Transactions and Accountability - Significant transactions, including asset sales and external guarantees, require shareholder approval if they exceed specified thresholds [15][16] - The company is obligated to maintain transparency in financial dealings and protect shareholder interests [17][18] - Directors and senior management are accountable for their actions and can be sued by shareholders for breaches of duty [19][20]