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长华集团: 长华集团总经理工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 16:18
Core Points - The document outlines the operational guidelines for the management team of Changhua Holdings Group Co., Ltd, emphasizing the importance of institutionalized, standardized, and scientific management practices to ensure effective decision-making and accountability [2][3] Summary by Sections General Provisions - The guidelines aim to ensure that the management team, including the general manager, deputy general managers, and financial officers, fulfill their duties diligently and responsibly [2] - The management team must adhere to laws, regulations, and the company's articles of association, reporting to the board of directors [2] Composition and Appointment Procedures - The management team consists of one general manager, several deputy general managers, and one financial officer, with a term of three years that can be renewed [4] - The general manager is nominated by the chairman and appointed by the board, while deputy general managers and financial officers are nominated by the general manager and appointed by the board [5][6] Responsibilities and Division of Labor - The general manager is responsible for the overall management of the company, implementing board decisions, and reporting on operations [12] - Deputy general managers assist the general manager and handle specific operational tasks as assigned [15] - The financial officer oversees financial management and compliance with accounting regulations [16] Reporting System - The general manager must report quarterly to the board on the company's operational status and any significant contracts or financial activities [33][34] - In case of major incidents or lawsuits, the general manager and senior management must promptly inform the board [36] Performance Evaluation and Incentives - The board is responsible for evaluating the performance of the general manager and senior management, linking compensation to company performance and individual achievements [37][38] - A long-term incentive and restraint mechanism should be established, potentially including stock incentive plans [39] Miscellaneous Provisions - The guidelines will take effect upon approval by the board and will be interpreted by the board in case of any ambiguities [44][45]
长华集团: 长华集团董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-27 16:18
长华控股集团股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 为加强对长华控股集团股份有限公司(以下简称"公司")董事、 高级管理人员离职事项的管理,保障公司治理稳定性及维护股东合法权益,根据 《中华人民共和国公司法》《上海证券交易所股票上市规则》《上海证券交易所 上市公司自律监管指引第1号——规范运作》等法律、法规和规范性文件以及《长 华控股集团股份有限公司章程》(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)及高级管理人员的主动 辞职或辞任、任期届满卸任、任期内罢免、更换或解聘等离职情形。 第二章 离职的情形 第三条 公司董事、高级管理人员的任期按《公司章程》规定执行,任期届 满,除非经股东会选举或董事会聘任连任,其职务自任期届满之日起自然终止; 董事、高级管理人员任期届满未及时改选或聘任,在新董事、高级管理人员就任 前,原董事、高级管理人员仍应当依照法律、法规和规范性文件以及《公司章程》 的规定,继续履行董事、高级管理人员职务。 第四条 公司董事可以在任期届满以前辞任。董事辞任应当向公司提交书面 辞职报告,公司收到辞职报告之日辞任生效, ...
味知香: 关于取消监事会并修订《公司章程》及制定、修订部分制度的公告
Zheng Quan Zhi Xing· 2025-08-27 16:18
证券代码:605089 证券简称:味知香 公告编号:2025-050 苏州市味知香食品股份有限公司 关于取消监事会并修订《公司章程》及制定、修订部 分制度的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性承担个别及连带责任。 为进一步规范公司运作,完善公司治理,根据《中华人民共和国公司法》 《中 华人民共和国证券法》《上市公司章程指引》等相关法律、法规和规范性文件的 规定,苏州市味知香食品股份有限公司(以下简称"公司")于 2025 年 8 月 26 日召开了公司第三届董事会第八次会议审议通过了《关于取消监事会并修订 <公> 司章程>及制定、修订部分制度的议案》,公司结合自身实际情况,拟取消监事会, 监事会的职权由董事会审计委员会行使,《监事会议事规则》等监事会相关制度 相应废止,并对《公司章程》及相关制度进行修订,同时新制定部分制度。具体 情况如下: 一、取消监事会及修订《公司章程》情况 修订前 修订后 第一条 为维护公司、股东和债权人的合法权益,规 第一条 为维护公司、股东、职工和债权人的合 法权 范公司的组织和行为,根据《中华人民 ...
味知香: 总经理工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-27 16:18
General Provisions - The company aims to improve its governance structure and enhance the efficiency of the general manager's work by establishing detailed guidelines based on relevant laws and regulations [2] - The general manager is responsible for daily management and production direction, acting as the head of administrative work within the scope of business authorized by the board of directors [2][3] Appointment Conditions and Powers of the General Manager - The company appoints one general manager who is accountable to the board of directors and can be hired or dismissed by them [3] - Specific disqualifications for the general manager include lack of civil capacity, criminal convictions related to corruption or economic crimes, and being listed as a dishonest executor by the court [2][3] Term and Authority - The term of the general manager is three years, with the possibility of reappointment [3] - The general manager has the authority to manage production operations, implement board resolutions, and propose the hiring or dismissal of senior management [3][4] General Manager's Office Meeting System - The general manager's office meetings are chaired by the general manager or a designated deputy, held weekly as regular meetings, with additional temporary meetings as needed [4] - Decisions made in these meetings should be thoroughly discussed, aiming for consensus, with the general manager's opinion prevailing in case of disagreement [4] Asset Disposal and Investment Decision Authority - The general manager has the authority to make decisions regarding operational expenses, risk investments, and other matters as authorized by the board [5] - Transactions involving assets that exceed 1% of the company's audited total assets or revenue must be submitted for approval by the chairman [5][6] Reporting System - The general manager is required to report regularly or as needed to the board on various matters, including the implementation of annual plans and significant contracts [6] - Reports can be delivered orally or in writing, depending on the board's requirements [6] Supplementary Provisions - Any matters not covered by these guidelines will follow relevant Chinese laws and regulations, with the guidelines taking effect upon board approval [6]
海锅股份: 董事会决议公告
Zheng Quan Zhi Xing· 2025-08-27 16:12
Group 1 - The fourth meeting of the board of directors of Zhangjiagang Haiguo New Energy Equipment Co., Ltd. was held on August 27, 2025, with all seven directors present, confirming the legality and validity of the meeting [1] - The board approved the 2025 semi-annual report and its summary, which accurately reflects the company's operational and financial status during the reporting period [1][2] - The board confirmed that the use of raised funds complied with relevant regulations and there were no violations or changes that could harm shareholder interests [2][3] Group 2 - The board approved the provision for credit impairment losses and asset impairment losses, aligning with accounting standards and reflecting the company's actual situation [2][3] - The company plans to revise its articles of association and seek shareholder approval for related business registration changes [3] - The board agreed to enhance governance structures and operational standards in accordance with relevant laws and regulations [3][6] Group 3 - The board appointed Ms. Yu Danyang as the securities affairs representative to assist the board secretary [6] - A temporary shareholders' meeting is scheduled for September 12, 2025 [6] - All resolutions passed during the meeting received unanimous approval from the directors [4][5]
恒宇信通: 董事会决议公告
Zheng Quan Zhi Xing· 2025-08-27 16:12
Group 1 - The board of directors of Hengyu Xintong Aviation Equipment (Beijing) Co., Ltd. held its third meeting on August 27, 2025, with all seven directors present, confirming the legality and validity of the meeting procedures [1][2] - The board approved the 2025 semi-annual report, stating it accurately reflects the company's situation without any false records or omissions [1][2] - The board decided to abolish the supervisory board, allowing the audit committee to exercise the powers of the supervisory board, which aligns with the latest legal requirements and improves corporate governance [2][3] Group 2 - The company proposed a profit distribution plan for the first half of 2025, suggesting a cash dividend of RMB 2.30 per 10 shares, with no stock distribution or capital reserve conversion [4][5] - The board confirmed compliance with relevant laws regarding the use of raised funds, ensuring no violations occurred [6] - The board agreed to continue employing Zhongshun Zhonghuan Accounting Firm for the 2025 audit, with the decision pending approval at the upcoming shareholder meeting [7][8]
华安鑫创: 董事会决议公告
Zheng Quan Zhi Xing· 2025-08-27 16:12
Group 1 - The board of directors of Huazhong Xinchuan Holdings (Beijing) Co., Ltd. held its 13th meeting of the third session on August 27, 2025, with all six directors present, and the meeting was deemed legally valid [1] - The board approved the full text and summary of the 2025 semi-annual report, confirming that the report accurately reflects the company's actual situation without any false records or misleading statements [2][3] - The board also approved the special report on the storage and use of raised funds for the first half of 2025, which complies with relevant regulations and accurately reflects the actual situation [2][3] Group 2 - The board approved a proposal to expand the company's business scope and amend the articles of association, including the decision to no longer establish a supervisory board, with the responsibilities to be transferred to a committee [3][4] - The board resolved to revise and formulate certain governance systems to enhance management levels and comply with the latest legal requirements [6][7] - The board agreed to convene the first extraordinary general meeting of 2025 on September 15, 2025, combining on-site and online voting methods [7][8]
罗博特科: 罗博特科:董事会战略委员会工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-27 15:14
Core Points - The company establishes a Strategic Committee under the Board of Directors to enhance core competitiveness and improve decision-making processes [1][2] - The Strategic Committee is responsible for researching and proposing suggestions on long-term development strategies and major investment decisions [1][3] Chapter Summaries Chapter 1: General Provisions - The Strategic Committee is set up to adapt to the company's strategic development needs and improve the quality of major investment decisions [1] - The committee is supported by the company's securities department for daily operations and is assisted by an investment review group [1] Chapter 2: Composition - The Strategic Committee consists of three directors, including one independent director [2] - The term of the committee members aligns with that of the Board of Directors, and members can be re-elected [2] Chapter 3: Responsibilities and Authority - The main responsibilities include researching long-term development strategies, major investment financing plans, and significant capital operations [3][4] - The committee is accountable to the Board of Directors and can hire external advisors for professional opinions [4] Chapter 4: Decision-Making Procedures - The investment review group prepares preliminary feasibility reports and organizes relevant documentation for committee meetings [6][7] - The committee submits proposals to the Board of Directors for approval, following internal management procedures [6][7] Chapter 5: Meeting Rules - The committee holds meetings as needed, with a requirement of two-thirds attendance for valid proceedings [7][8] - Voting can be conducted through various methods, and decisions require a majority agreement from all members [8][9] Chapter 6: Supplementary Provisions - The work rules are subject to national laws and regulations, and the Board of Directors is responsible for revisions [10][11]
中国广核: 关于建议修订公司章程、股东大会议事规则及董事会议事规则的公告
Zheng Quan Zhi Xing· 2025-08-27 15:10
证券代码:003816 证券简称:中国广核 公告编号:2025-059 债券代码:127110 债券简称:广核转债 中国广核电力股份有限公司 关于建议修订公司章程、股东大会议事规则及董事会议事规 则的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整,没有虚 假记载、误导性陈述或重大遗漏。 中国广核电力股份有限公司(以下简称"公司"或"本公司")于 2025 年 8 月 27 日召开的第四届董事会第十五次会议分别审议通过了《关于审议修订 <中国> 广核电力股份有限公司章程>并取消监事会的议案》 《关于审议修订 <中国广核电> 力股份有限公司股东大会议事规则>并更名的议案》 《关于审议修订 <中国广核电> 力股份有限公司董事会议事规则>的议案》,同意对《中国广核电力股份有限公司 章程》(以下简称"《公司章程》 ")、《中国广核电力股份有限公司股东大会议事 规则》(以下简称"《股东大会议事规则》")和《中国广核电力股份有限公司董 事会议事规则》 (以下简称"《董事会议事规则》")作出相应修订,修订后的《股 东大会议事规则》更名为《中国广核电力股份有限公司股东会议事规则》,同意 取消监事会并由董事会审计 ...
梦洁股份董事质疑半年报真实性,现场版本与提交版本不一致
Cai Jing Wang· 2025-08-27 14:44
Core Viewpoint - The board member Chen Jie raised concerns regarding the authenticity, accuracy, and completeness of the company's 2025 semi-annual report, highlighting discrepancies between different versions of the report and questioning the company's governance structure [1][5]. Financial Performance - For the first half of 2025, the company's revenue decreased by 14.83% (1.28 billion) compared to the same period last year, while net profit increased by 26.27% (0.05 billion) [6][7]. - Sales expenses saw a significant reduction of 25.45% (0.59 billion), but the company failed to explain the rationale behind this decrease [7][8]. Governance Issues - Chen Jie pointed out that the company has previously made changes to reports without full board consent, indicating a lack of proper governance [1][5]. - The governance structure has not been adjusted as per the agreements made during the share transfer, which raises concerns about compliance [6][7]. Inventory and Prepayments - As of June 30, 2025, prepayments amounted to 32.05 million, a significant increase of 135.12% from the end of 2024 (18.54 million), with the company attributing this to raw material stocking without providing detailed supplier information [3][6]. - Although total inventory decreased, the inventory turnover days increased, indicating potential inefficiencies in inventory management compared to industry peers [8][9]. Related Party Transactions - The company provided illegal financial assistance of 66.03 million to a related party, which has not been effectively pursued for repayment, raising concerns about potential misappropriation of funds [10][12]. - The company has initiated legal proceedings to recover the funds owed by the related party, but the effectiveness of these actions remains in question [12][13].