Core Viewpoint - Jiangsu New Energy Vehicle Co., Ltd. is proposing several amendments to its governance documents, including the shareholder meeting rules, board meeting rules, and fundraising management system, to enhance shareholder rights and improve corporate governance [1][2][3]. Meeting Information - The company is holding a shareholder meeting to discuss the proposed amendments and ensure compliance with relevant laws and regulations [1][2]. - The meeting will include a voting platform for all registered shareholders to exercise their voting rights [2]. Profit Distribution Proposal - The company plans to distribute a cash dividend of 1.00 RMB per 10 shares (including tax) to all shareholders, which represents 37.85% of the company's net profit attributable to shareholders for the first half of 2025 [3]. Governance Structure Changes - The company intends to abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors, and amend the company’s articles of association accordingly [3][4]. - Specific amendments to the articles of association include changes to the roles and responsibilities of the chairman and the legal representative of the company [4][5]. Shareholder Rights - Shareholders are entitled to various rights, including profit distribution, participation in meetings, and the ability to supervise company operations [11][12]. - The company emphasizes equal treatment of all shareholders and outlines the procedures for exercising their rights [2][11]. Financial Management and Fundraising - The company will adjust its fundraising management system to ensure compliance with legal requirements and enhance the management of raised funds [1][3]. - Any changes in the total share capital before the dividend distribution will lead to adjustments in the total distribution amount while maintaining the per-share distribution ratio [3]. Compliance and Legal Framework - The proposed amendments are in accordance with the Company Law and Securities Law of the People's Republic of China, ensuring that the company adheres to legal standards [1][4]. - The company will provide necessary documentation and information to shareholders to facilitate informed decision-making during the meeting [2][11].

Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 to discuss various proposals related to corporate governance and compliance with regulations for the upcoming H-share listing [1][9][15] Group 1: Meeting Procedures - A secretariat will be established to manage the meeting procedures and ensure the orderly conduct of the meeting [1] - Shareholders and their proxies must arrive 30 minutes before the meeting to complete registration and present necessary identification documents [2] - The meeting will confirm the number of attending shareholders and their voting rights before proceeding with the agenda [2][5] Group 2: Agenda Items - The meeting will discuss and vote on several key proposals, including: - Proposal to adjust the company's articles of association and related rules for H-share issuance [10][12] - Proposal to renew the appointment of the auditing firm for the 2025 fiscal year [5][6] - Proposal to abolish the supervisory board and amend the articles of association accordingly [9][10] - Proposal to revise various governance systems to enhance corporate governance [12][13] - Proposal to elect a new independent director [15][17] Group 3: Voting and Rights - Voting will be conducted through both on-site and online methods, with specific time frames for each [5][10] - Shareholders have the right to speak, inquire, and vote during the meeting, but must register in advance for speaking [2][3] - Votes that are not filled out correctly or are illegible will be considered as abstentions [3][4]

【导读】雀巢集团任命Philipp Navratil接替傅乐宏为集团新任首席执行官 中国基金报 综合整理 雀巢官网、华尔街见闻等 私下大搞办公室恋情？雀巢集团CEO被解雇！ 9月2日，雀巢集团官网消息显示，雀巢集团董事会任命Philipp Navratil接替傅乐宏为集团新 任首席执行官。 据介绍，傅乐宏的离任源于一项调查，该调查发现他与直接下属存在未公开的恋爱关系，违 反了雀巢的《商业行为准则》。 来看详情—— 雀巢集团原CEO傅乐宏被解雇 傅乐宏的离任源于一项调查，调查发现他与直接下属存在未公开的恋爱关系，违反了雀巢的 《商业行为准则》。根据最佳公司治理实践，董事会委托董事会主席保罗•薄凯（Paul Bulcke）和首席独立董事Pablo Isla在独立外部律师的支持下监督调查。 据外媒报道，相关调查是在今年春季开始的，当时雀巢的内部投诉系统"Speak Up"收到了多 份举报，反映了关于傅乐宏与一名同事的个人关系。员工们对潜在的利益冲突和偏袒问题表 达了担忧。雀巢曾表示，这些指控"缺乏根据"。 然而，随着内部投诉的持续，雀巢董事会随后决定在外部律师的协助下启动新一轮调查。据 悉，涉事的女性目前已不再在雀 ...

Core Viewpoint - Nestlé Group's sudden dismissal of CEO Laurent Freixe due to a violation of the company's code of conduct has raised concerns about internal management and corporate governance, prompting a reevaluation of the company's future strategic direction [1][2][3] Group 1: Executive Changes - Laurent Freixe, a veteran with 39 years at Nestlé, was appointed CEO in September 2024 but was dismissed within a year due to an undisclosed romantic relationship with a subordinate [2][3] - The board's decision reflects a commitment to uphold corporate governance standards, emphasizing that even high-ranking executives are not above the rules [2][3] Group 2: Investigation and Governance - An internal investigation was initiated following multiple anonymous reports received through the "Speak Up" system, leading to the board's decision to terminate Freixe [3] - The board, led by Paul Bulcke and independent director Pablo Isla, underscored the importance of maintaining the company's values and governance as a foundation for its operations [3] Group 3: New Leadership Challenges - New CEO Philipp Navratil faces significant challenges, including stabilizing the organization, continuing performance improvement plans, and restoring ethical authority within the executive team [4][5] - Navratil, a long-time Nestlé employee, has expressed full support for the company's strategic direction and aims to accelerate value creation initiatives [6] Group 4: Financial Performance Context - Nestlé's financial performance has been under pressure, with a reported sales decline of 1.8% to CHF 44.228 billion and a net profit drop of 10.3% to CHF 5.065 billion in the first half of 2025 [5] - The Greater China region specifically saw a sales decline of 6.4% to CHF 2.47 billion, raising concerns about the effectiveness of previous strategic initiatives [5]

Core Points - The company has revised its board structure, including the number of directors and their qualifications, to enhance governance and accountability [1][2][4] - The board will consist of 11 directors, including 4 independent directors, with one independent director being a professional accountant [1][2] - The term for directors is set at three years, with the possibility of re-election, and they can only be removed by the shareholders' meeting under justified circumstances [1][2][4] Governance Structure - The board of directors is responsible for major company decisions and must report to the shareholders' meeting [1][2] - The board will have the authority to convene shareholder meetings and execute resolutions passed by the shareholders [2][4] - The board is tasked with formulating the company's annual financial budget and investment plans [2][4] Investment and Financial Management - The board will decide on the company's operational plans, investment strategies, and financial allocations [2][4] - Specific thresholds for investment approvals have been established, such as a single investment limit of 100 million yuan for non-financial equity investments within the annual plan [4][5] - The board must seek shareholder approval for significant transactions exceeding its authorized limits [4][5] Independent Directors' Role - Independent directors are granted special powers, including the ability to conduct audits and propose meetings to protect minority shareholders' interests [6][8] - They are also responsible for providing independent opinions on matters that may harm the company or minority shareholders [6][8] Meeting Procedures - Board meetings must be held with a quorum of at least half of the directors present, and meetings can be conducted in various formats, including in-person and virtual [9][10] - The notice for board meetings must be sent at least 10 working days in advance for regular meetings and 2 days for emergency meetings [9][10] Documentation and Accountability - All board meetings must be documented, and minutes should include key decisions and attendance [25][28] - Directors are required to sign the meeting minutes, and they have the right to request that their statements be recorded [25][28]

知及发布股东大会决议公告时，向公司 所在地中国证监会派出机构和证券交易 所提交有关证明材料。 | 修订 | 原编号 | 原条款内容 | 现编号 | 现条款内容 | 修订依据 | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 类型 | 外部监管规定 | | | | | | | | | | | - | 全文中所有"股东大会" | - | 统一修订为："股东会" | 修订 | 与《公司章程》 | | | | | | | 外部监管规定 | - | 全文中所有"监事会" | - | 统一或删除或修订为："审计委员会" | 修订 | | | | | | | 与《公司章程》 | 外部监管规定 | | | | | | | | | | | - | 全文中所有"监事" | 修订 | 统一删除 | 与《公司章程》 | | | | | | | | 第一章第 | 公司股东会的召集、提案、通知、召开等事项适用本规 | 外 | 部监管规定 | | | | | | | | | - | - | 新增 | 二条 | 则。 | 与《公 ...

Core Viewpoint - Nestlé's CEO, Mark Schneider, was dismissed due to a romantic relationship with a subordinate, raising questions about internal power dynamics and governance within the company [2][6][8]. Group 1: CEO Dismissal - Mark Schneider, who had nearly 40 years of experience at Nestlé, was appointed CEO in September 2024 but was dismissed just a year later due to a reported romantic relationship with a direct report [4][6]. - The company stated that Schneider violated the "Code of Business Conduct" and would not receive any severance pay, indicating a strict stance on such matters [6][8]. - Internal complaints about Schneider's relationship led to an investigation, which initially found no basis for the claims, but subsequent evidence from surveillance footage prompted a swift dismissal [8][10]. Group 2: Company Performance - During Schneider's tenure, Nestlé experienced a 1.8% decline in sales in the first half of 2025, with the Greater China region seeing a more severe organic growth rate of -4.2% [18]. - The company's stock price fell by 17% during his leadership, lagging behind competitors like Unilever by 12 percentage points [18][20]. - The board's decision to dismiss Schneider may have been influenced by both his personal conduct and the company's underperformance, suggesting a combination of new and old grievances [18][20]. Group 3: Internal Dynamics and Future Challenges - The dismissal of Schneider coincided with multiple crises for Nestlé, including investigations into water pollution and product recalls, highlighting management vulnerabilities [21]. - The new CEO, Nespresso's former head, faces significant challenges in continuing Schneider's transformation strategy while restoring investor confidence and internal stability [23][25]. - Nestlé has seen a 60% turnover rate in its board over the past five years, with frequent changes in the CEO position, which may lead to strategic inconsistency and employee uncertainty [27][29].

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 on September 9, 2025, at 14:30 [2][3] - The agenda includes four proposals, one of which is to cancel the supervisory board and amend the company's articles of association [7][8] - The meeting will utilize a combination of on-site and online voting methods for shareholders to exercise their voting rights [4][5] Proposal Summaries - **Proposal 1**: The company proposes to cancel the supervisory board and amend the articles of association and related rules to enhance corporate governance [7][8] - **Proposal 2**: The company aims to revise the related party transaction management system to improve governance and operational standards [9][10] - **Proposal 3**: The company intends to amend the external investment management system to align with current regulations and enhance operational efficiency [10][12] - **Proposal 4**: The company seeks to revise the external guarantee management system to ensure compliance with legal and regulatory requirements [12][13] Meeting Procedures - The meeting will be presided over by the chairman, and a secretary will be responsible for the meeting procedures [3][4] - Shareholders wishing to speak must register in advance, and the number of speakers may be limited to ten [6][7] - Voting will be conducted through a written ballot for on-site attendees and an online platform for remote participants [5][6]

Core Points - The company is planning to hold a shareholders' meeting on September 10, 2025, to discuss the cancellation of the supervisory board and amendments to the company's articles of association [1][2][3] - The meeting will include both on-site and online voting methods, with specific time slots for voting [2][3] - The company aims to enhance governance and compliance with the latest legal regulations by abolishing the supervisory board, transferring its responsibilities to the audit committee of the board of directors [4][5] Group 1: Meeting Procedures - The legal affairs department is responsible for the procedures of the shareholders' meeting [1] - Shareholders must register in advance to ensure proper attendance and representation of shares [1][2] - The meeting will be presided over by the chairman, and shareholders have the right to speak, inquire, and vote [1][2] Group 2: Proposed Changes - The proposal includes the cancellation of the supervisory board and the revision of the company's articles of association to align with new legal requirements [3][4] - The current supervisory board will be dissolved upon approval of the proposal, and the existing supervisors will be relieved of their duties [4] - The amendments to the articles of association will be disclosed on the Shanghai Stock Exchange website [4][5] Group 3: Voting and Legal Oversight - Voting will be conducted through a combination of on-site and online methods, with specific guidelines for casting votes [2][3] - A law firm will be present to witness the meeting and provide legal opinions [2] - Shareholders are encouraged to submit questions in advance to ensure they are addressed during the meeting [2]

证券代码：688636 证券简称：智明达 公告编号：2025-050 成都智明达电子股份有限公司 关于变更注册资本、修订《公司章程》及公司部分治 理制度的公告 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、准确性和完整性依法承担法律责任。 成都智明达电子股份有限公司（以下简称"公司"）于2025年9月2日召开了第三 届董事会第二十九次会议，会议审议通过了《关于变更注册资本及修订 <公司章> 程>并办理工商变更登记的议案》《关于制定及修订公司部分治理制度的议案》。 具体情况如下： 一、 修订《公司章程》情况 因 2024 年年度权益分派的实施，股权激励的回购注销导致公司注册资本发生变 化，同时为全面贯彻落实最新法律法规要求，确保公司治理与监管规定保持同步，进 一步规范公司运作机制，提升公司治理水平，根据《中华人民共和国公司法（2023 年修订）》等有关法律法规、规范性文件的最新规定，并结合公司实际情况，公司参 考《上市公司章程指引（2025 年修订）》 对现行《公司章程》进行修订，具体修订 情况如下： （二）公司期末资产负债率高于 70%； 修订前 修订后 ...