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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]
长青股份: 公司章程
Zheng Quan Zhi Xing· 2025-09-05 10:16
江苏长青农化股份有限公司 章程 二零二五年九月 江苏长青农化股份有限公司章程 (2025 年 9 月 5 日江苏长青农化股份有限公司 目 录 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东会 第一节 股东的一般规定 第二节 控股股东和实际控制人 第三节 股东会的一般规定 第四节 股东会的召集 第五节 股东会的提案与通知 第六节 股东会的召开 第七节 股东会的表决和决议 第五章 董事和董事会 第一节 董事的一般规定 第二节 董事和董事会 第三节 独立董事 第四节 董事会专门委员会 第六章 高级管理人员 第七章 财务会计制度、利润分配和审计 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第八章 通知和公告 第一节 通知 第二节 公告 第九章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十章 修改章程 第十一章 附则 第一章 总 则 第一条 为维护公司、股东、职工和债权人的合法权益,规范公 司的组织和行为,根据《中华人民共和国公司法》(以下简称《公 司法》)、《中华 ...
凤凰航运: 独立董事关于公司聘任财务总监的独立意见
Zheng Quan Zhi Xing· 2025-09-05 10:16
凤凰航运(武汉)股份有限公司独立董事 本次聘任财务总监的事项程序规范,符合《公司法》和《公司章程》等有关 规定,不会对公司经营管理造成影响,不存在损害公司及其他股东利益的情形。 经审阅汪国政先生的个人履历,我们认为汪国政先生的教育背景、工作经历 和经营管理经验能够胜任所聘岗位的职责要求,未发现有《公司法》等法律法规 及其他有关规定不得担任高级管理人员的情形,以及被中国证监会认定为市场禁 入者且尚未解除的情形,也未曾受到中国证监会及交易所的任何处罚和惩戒,其 任职资格符合《公司法》和《公司章程》中关于高级管理人员任职资格的规定。 公司财务总监的提名、审议、表决程序合法、合规。 因此,我们同意公司聘任财务总监的事项。 独立董事签字: 王福林 马跃进 郭伟 根据《公司法》《上市公司独立董事管理办法》《深圳证券交易所股票上市 规则》《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范 运作》及《公司章程》《凤凰航运(武汉)股份有限公司独立董事工作制度》等 有关规定,我们作为凤凰航运(武汉)股份有限公司(以下简称 "公司")的 独立董事,认真审阅了相关资料,对聘任财务总监的事项进行了核查,发表如下 独立意 ...
友车科技: 用友汽车信息科技(上海)股份有限公司章程(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 10:15
Group 1 - The company is named Yonyou Auto Information Technology (Shanghai) Co., Ltd, and it was established as a joint-stock company through the overall restructuring of Yonyou Auto Information Technology (Shanghai) Co., Ltd [2][3] - The company registered capital is RMB 144.3174 million, and it was approved for public offering of 36,079,400 shares on March 7, 2023, with listing on the Shanghai Stock Exchange on May 11, 2023 [3][4] - The company aims to maintain the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws and regulations [2][4] Group 2 - The company's business scope includes value-added telecommunications services, import and export of goods and technology, and various technology development and consulting services [4][5] - The company operates under the principle of sincere cooperation with users, aiming to be a reliable partner for its customers [4][5] Group 3 - The company has issued a total of 144,317,400 shares, all of which are ordinary shares, and the shares are registered with the China Securities Depository and Clearing Corporation [6][7] - The company can increase its capital through various methods as decided by the shareholders' meeting, and it may also reduce its registered capital following legal procedures [8][9] Group 4 - The company’s shareholders have rights to dividends and other benefits proportional to their shareholdings, and they can request meetings, supervise operations, and transfer their shares according to the law [11][12] - The company must hold annual shareholder meetings within six months after the end of the previous fiscal year, and temporary meetings can be called under specific circumstances [50][51]
友车科技: 用友汽车信息科技(上海)股份有限公司董事会议事规则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 10:15
Core Points - The article outlines the rules governing the board of directors of Youyou Automotive Information Technology (Shanghai) Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [2][21] - The board is a permanent decision-making body responsible to the shareholders' meeting, adhering to relevant laws and regulations [2][3] Chapter Summaries Chapter 1: General Principles - The rules are established to ensure effective governance and decision-making within the company [2] - The board of directors is accountable to the shareholders and must comply with the law and the company's articles of association [2] Chapter 2: General Provisions for Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy [3][4] - Directors are elected by the shareholders and serve a term of three years, with the possibility of re-election [4] Chapter 3: Composition and Subcommittees of the Board - The board consists of seven directors, including three independent directors and one employee representative [13] - The chairman of the board is elected by a majority of the directors and has specific responsibilities, including presiding over meetings [14] Chapter 4: Powers of the Board - The board has the authority to convene shareholder meetings, execute resolutions, and make significant operational decisions [18] - Transactions exceeding certain thresholds must be submitted for board approval [20] Chapter 5: Board Meeting Procedures - The board must hold at least two meetings annually, with specific notice requirements for both regular and special meetings [22][12] - A quorum requires the presence of a majority of directors, and decisions are made by majority vote [26][27] Chapter 6: Resolutions and Records of Board Meetings - Resolutions must be documented, and directors are responsible for the decisions made during meetings [37] - Meeting records must be maintained for at least ten years [38] Chapter 7: Board Secretary - The board secretary is responsible for preparing meetings, managing documents, and ensuring compliance with disclosure obligations [39][40] Chapter 8: Supplementary Provisions - The rules will take effect upon approval by the shareholders' meeting and can be amended as necessary [21][46]
友车科技: 用友汽车信息科技(上海)股份有限公司股东会议事规则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 10:15
General Provisions - The rules are established to standardize company behavior and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The rules apply to the company, all shareholders, shareholder representatives, directors, general managers, and other relevant personnel [1] Shareholder Meeting Organization - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year and can hold temporary meetings under specific circumstances [2][3] - Legal opinions must be obtained regarding the legality of the meeting's procedures, participant qualifications, and voting results [2] Shareholder Meeting Proposals - Proposals must fall within the scope of the shareholder meeting's authority and comply with legal and regulatory requirements [6][14] - Shareholders holding 1% or more of shares can submit proposals at least 10 days before the meeting [6] Meeting Notification - Notifications for annual meetings must be sent 20 days in advance, while notifications for temporary meetings must be sent 15 days in advance [17] - Notifications must include meeting details, agenda items, and rights of shareholders to attend and vote [17][18] Meeting Conduct - The meeting can be held at the company's registered address or other designated locations, combining in-person attendance with online voting [21] - Shareholders can attend in person or appoint representatives to vote on their behalf [21] Voting and Resolutions - Resolutions can be ordinary or special, requiring a majority or two-thirds majority of voting rights, respectively [36][38] - Related shareholders must abstain from voting on matters where they have a conflict of interest [39][40] Meeting Records and Announcements - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least 10 years [53][54] - Resolutions must be announced promptly, detailing the voting results and any significant decisions made [51][52]
海力风电: 第三届董事会第十二次会议决议公告
Zheng Quan Zhi Xing· 2025-09-05 09:17
Group 1 - The company held its 12th board meeting on September 1, 2025, where various resolutions were reviewed and approved [1] - The board approved a proposal to change the company's business scope and amend the articles of association, pending final approval from relevant market supervision authorities [1] - The proposal will be submitted to the company's fourth extraordinary general meeting of shareholders for review, with authorization granted to the board for subsequent business registration and filing [1] Group 2 - The company plans to hold its fourth extraordinary general meeting of shareholders on September 22, 2025, to discuss relevant proposals requiring shareholder approval [2]
天普股份: 天普股份2025年第一次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-09-05 09:17
Meeting Overview - The first temporary shareholders' meeting of Ningbo Tianpu Rubber Technology Co., Ltd. for 2025 is scheduled for September 16, 2025, at 14:30 [1] - Voting will occur both on-site and via the Shanghai Stock Exchange's online voting system on the same day from 9:15 to 15:00 [1] - The meeting will be held at the company's office in Ningbo, Zhejiang Province, with attendance from shareholders, representatives, directors, supervisors, senior management, and appointed lawyers [1][2] Agenda and Procedures - The meeting will include the reading of voting results, the announcement of resolutions, and the signing of meeting records by attendees [2] - A strict order will be maintained to protect shareholders' rights, with specific guidelines for participation and questioning [3][4] - Attendees must register and present valid identification to participate in the voting process [3][4] Proposals - Proposal 1: The company plans to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, and amend the company’s articles of association accordingly [6] - Proposal 2: The profit distribution plan for the first half of 2025 proposes a cash dividend of 0.75 yuan per 10 shares, with a total undistributed profit of approximately 62.42 million yuan as of June 30, 2025 [7] - Proposal 3: Amendments to various governance documents, including the rules for shareholder meetings and board meetings, to enhance corporate governance [8][9][10][11][12][13] Election - Proposal 4: The election of Mr. Feng Yidong as a non-independent director of the third board of directors is proposed following the resignation of a previous director [13][14]
百奥泰: 百奥泰 2025年第二次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-09-05 08:08
Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to ensure the rights of all shareholders and maintain order during the meeting [1][2] - The meeting will include discussions on several key proposals, including changes to the company's registered address and the signing of a licensing agreement for BAT1806 (Tocilizumab) [7][9][11] Meeting Procedures - Attendees must verify their identity upon arrival and sign in to confirm their participation [1][2] - Shareholders and their representatives have the right to speak, inquire, and vote during the meeting, but must register to speak in advance [2][3] - Voting will be conducted through both on-site and online methods, with results announced after the meeting [3][5] Agenda Items - Proposal 1: Change of registered address and amendment of the company's articles of association, with the new address being "18 Spiral Second Road, International Biological Island, Guangzhou" [7][9] - Proposal 2: Signing a licensing and commercialization agreement for BAT1806 (Tocilizumab) with STADA Arzneimittel AG, with a total transaction amount of up to €136 million [10] - Proposal 3: Establishment of a remuneration management system for directors and senior management to enhance corporate governance [11][12]