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中航直升机股份有限公司2025年半年度报告摘要
Shang Hai Zheng Quan Bao· 2025-08-29 20:39
Core Viewpoint - The company held its ninth board meeting and ninth supervisory board meeting on August 28, 2025, to review and approve various proposals, including the 2025 semi-annual report and changes to the company's governance structure [2][9][14]. Group 1: Company Overview - The company is named AVIC Helicopter Company Limited, with its stock code being 600038 and abbreviated as "Zhongzhi Shares" [1]. - The company has confirmed that the content of the announcements does not contain any false records, misleading statements, or major omissions, and the board members are responsible for the accuracy and completeness of the information [2][9]. Group 2: Financial Reports - The board approved the 2025 semi-annual report and its summary, confirming that the report reflects the company's financial status and operational results accurately and completely [4][11]. - The board also approved a special report on the management and actual use of raised funds for the first half of 2025 [5][11]. Group 3: Governance Changes - The company plans to change its registered address from "No. 34, Central Development Zone, Nangang District, Harbin, Heilongjiang Province" to "No. 102, Building 91, Yuhui Street, Pingfang District, Harbin, Heilongjiang Province" [15][17]. - The company will abolish the supervisory board, transferring its responsibilities to the audit committee of the board, in accordance with the new Company Law effective from July 1, 2024 [16][17]. - Amendments to the company's articles of association were approved, including the renaming of the strategic committee to "Strategic and Sustainable Development (ESG) Committee" and adjustments to the powers of the shareholders' meeting and board of directors [17].
招商局港口集团拟修订章程,明确公司治理与发展规范
Xin Lang Cai Jing· 2025-08-29 20:38
Core Viewpoint - The announcement by China Merchants Port Group regarding the revision of its articles of association aims to establish a solid foundation for the company's future development, pending approval at the 2025 annual general meeting of shareholders [1][17]. Company Overview and Capital Evolution - China Merchants Port Group was established in 1993 with government approval and is listed on the Shenzhen Stock Exchange. The company has undergone multiple capital changes, including stock splits and private placements, resulting in a total share capital of 2,501,508,381 shares and a registered capital of RMB 2,501,508,381 as of June 30, 2025 [2]. Business Objectives and Scope - The company aims to become a world-class comprehensive port service provider, focusing on global port investment, development, and operations. Its business scope includes port terminal construction, management, bonded warehousing for import and export goods, and cargo handling and transshipment [3]. Share Issuance and Custody - The company issues shares in accordance with principles of openness, fairness, and justice, with all issued shares being centrally deposited at the Shenzhen branch of China Securities Depository and Clearing Co., Ltd. [4]. Share Capital Increase and Repurchase - The company can increase its capital through various means, including issuing shares to unspecified or specific objects, distributing bonus shares, or converting reserves into share capital, subject to shareholder approval. It may also reduce registered capital and repurchase shares under strict procedures [5]. Share Transfer Restrictions - There are clear restrictions on the transfer of shares held by directors and senior management to maintain market order and company stability [6]. Shareholder Rights and Obligations - Shareholders enjoy rights such as dividend distribution and participation in shareholder meetings, while also being obligated to comply with laws and the company's articles of association [7]. Controlling Shareholders and Actual Controllers - The controlling shareholders and actual controllers must exercise their rights and fulfill obligations lawfully, avoiding any abuse of control that could harm the company or other shareholders' interests [8]. Shareholder Meeting Authority and Operations - The shareholder meeting serves as the company's authority, responsible for electing directors and approving significant company proposals, with detailed regulations governing the meeting's procedures [9]. Party Committee and Corporate Governance - The company has established a party committee that plays a core leadership role, ensuring the implementation of national policies and participating in major decision-making processes [11]. Board of Directors and Responsibilities - The board consists of twelve directors who are responsible for convening shareholder meetings and executing resolutions. It has specialized committees, including audit and strategy committees, to fulfill specific responsibilities [13]. Senior Management - The company appoints senior management, including a CEO and COO, who must adhere to strict qualifications and responsibilities similar to those of directors [14]. Financial Accounting and Auditing - The company has established a financial accounting system and is required to submit annual and interim reports, with profit distribution policies in place [15]. Internal Audit and Accounting Firm Appointment - An internal audit system is in place to oversee business activities, with the appointment of qualified accounting firms for auditing, subject to shareholder approval [16]. Mergers, Divisions, and Liquidation - The company has clear procedures and regulations for mergers, divisions, capital increases, and reductions, ensuring legal compliance in various operational scenarios [17].
九阳股份拟修订《公司章程》及多项管理制度,完善公司治理体系
Xin Lang Cai Jing· 2025-08-29 19:37
Core Viewpoint - Joyoung Co., Ltd. announced revisions to its Articles of Association and management systems to enhance corporate governance and protect investor rights [1] Summary by Sections Articles of Association Revision Highlights - The company's business license information has been updated to a unified social credit code 91370100742442772T, and the legal representative will be the director executing company affairs [2] - The business purpose has been adjusted to focus on sustainable development in the small home appliance sector and to create value for shareholders and society [2] - The company clarifies the types of shares and states that it cannot provide financial assistance for acquiring its own shares, with exceptions for employee stock ownership plans [2] - Terminology changes from "shareholders' meeting" to "shareholders' assembly" and detailed revisions on the rights and procedures of the shareholders' assembly have been made [2] Board of Directors and Committees - The board will consist of 7 members, including a chairman and a vice chairman, with new provisions for independent directors and specialized committees [3] - Responsibilities and conditions for senior management are clearly defined, along with revisions to financial accounting policies, including a cash dividend policy targeting a minimum of 10% of distributable profits annually [3] Management System Revisions - Eight management systems, including rules for board meetings and general manager work guidelines, require approval from the shareholders' assembly and will take effect upon approval [4] - Sixteen systems, including the board secretary's work system and audit committee implementation details, have been approved by the board and will take effect immediately [5] Overall Impact - The revisions to the Articles of Association and management systems are significant steps for the company to adapt to market developments and regulatory requirements, enhancing the scientific and normative aspects of corporate governance [5]
东华科技修订《章程》,多项条款调整引关注
Xin Lang Cai Jing· 2025-08-29 19:37
Core Points - Donghua Engineering Technology Co., Ltd. has revised its Articles of Association to enhance the regulation of company operations and protect the rights of stakeholders, including shareholders, employees, and creditors [1] General Principles and Legal Representative Clause Updates - The revised Articles of Association emphasize the protection of employee rights and clarify that the resignation of the chairman also results in the resignation of the legal representative, with a new representative to be appointed within 30 days [2] - A new clause states that the company will bear legal consequences for civil activities conducted by the legal representative, allowing for recourse against the representative in case of damages caused by their actions [2] Share and Shareholder Rights Clause Adjustments - The company has clarified that it has issued 708.013872 million shares, all of which are ordinary shares, and has relaxed conditions for financial assistance in acquiring shares, with a cap of 10% of the total issued capital [3] - Adjustments have been made to shareholder rights, including the right to access company information and the conditions under which shareholder meetings and board resolutions may be deemed invalid [3] Optimization of Shareholders' Meeting and Board Powers - The shareholders' meeting can now authorize the board to make decisions regarding the issuance of corporate bonds, and the requirements for proposing agenda items have been lowered from 3% to 1% of shareholding [4] - The board's responsibilities have been expanded to include establishing internal control systems and ensuring compliance with safety and environmental standards, along with the introduction of a section on independent directors [4] Party Organization Construction and Profit Distribution Policy Clarification - The company has defined the structure and responsibilities of its party committee in accordance with internal regulations, emphasizing its leadership role [5] - The profit distribution policy now mandates that cash dividends must not be less than 30% of the average distributable profits over the last three years, with clear conditions for adjustments and disclosure requirements [5] - Additional revisions have been made regarding internal audits, the appointment of accounting firms, and procedures for mergers, divisions, and liquidations [5]
苏宁环球: 关于修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-08-29 18:30
Group 1 - The company has decided to amend its Articles of Association to enhance corporate governance effectiveness, specifically transferring the powers previously held by the Supervisory Board to the Audit Committee of the Board of Directors [1][2] - The Supervisory Board will be dissolved, and its responsibilities will be assumed by the Audit Committee once the resolution is approved at the upcoming extraordinary general meeting [2][3] - The company expresses gratitude to the Supervisory Board members for their contributions during their tenure and confirms that there are no unfulfilled commitments by the Supervisors [2][3] Group 2 - A series of governance system revisions and formulations will be implemented to improve the company's operational standards, in accordance with the latest regulations and guidelines [2][3] - Certain governance documents, such as the Shareholders' Meeting Rules and the Board of Directors' Meeting Rules, will require approval from the shareholders' meeting, while other documents will take effect immediately after the Board's approval [3]
苏宁环球: 经理工作细则
Zheng Quan Zhi Xing· 2025-08-29 18:30
苏宁环球股份有限公司 (2025 年 8 月) 第一章 总则 第一条 为进一步完善苏宁环球股份有限公司(以下简称"公司")治理结 构,明确公司经理层的职责和权限,规范经理层内部机构及运作程序,保证总经 理充分履行职责,促进公司生产经营管理的制度化和规范化,根据《中华人民共 和国公司法》 (以下简称"《公司法》")、 《上市公司治理准则》等法律、法规、规 章和《苏宁环球股份有限公司章程》(以下简称"《公司章程》")的规定, 特制 定本工作细则。 第二条 公司设经理一人、副经理若干名,均由董事会聘任或者解聘,对董 事会负责。 第二章 任职资格 第三条 有下列情形之一的,不得担任公司经理: (一)根据《公司法》等法律法规及其他有关规定不得担任董事、高级管理 人员的情形; (二)被中国证券监督管理委员会(以下简称"中国证监会")采取不得担 任上市公司董事、高级管理人员的市场禁入措施,期限尚未届满; (三)被证券交易场所公开认定为不适合担任上市公司董事、高级管理人员 等,期限尚未届满; (四)法律法规、深圳证券交易所规定的其他情形。 总经理候选人存在下列情形之一的,公司应当披露该候选人具体情形、拟聘 请该候选人的原因以 ...
ST葫芦娃: 海南葫芦娃药业集团股份有限公司第三届监事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 18:30
证券代码:605199 证券简称:ST 葫芦娃 公告编号:2025-061 海南葫芦娃药业集团股份有限公司 第三届监事会第六次会议决议公告 本公司监事会及全体监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法律责任。 一、 监事会会议召开情况 (一)海南葫芦娃药业集团股份有限公司(以下简称"公司")第三届监事会第六次 会议的召开符合《公司法》《公司章程》和《监事会议事规则》的有关规定,会议合法 有效。 (五)本次会议由监事会主席徐鹏先生主持召开,董事会秘书王清涛先生、证券事务 代表王海燕女士列席会议。 二、监事会会议审议情况 (一)审议通过了《关于公司 2025 年半年度报告及其摘要的议案》 具体内容详见公司于上海证券交易所网站(www.sse.com.cn)同日披露的《海南葫 芦娃药业集团股份有限公司 2025 年半年度报告及摘要》。 公司监事会根据《证券法》和《上海证券交易所股票上市规则》等相关规定和要求, 对董事会编制的公司 2025 年半年度报告进行了严格的审核。监事会认为: (1)公司 2025 年半年度报告的编制和审议程序符合法律、法规及《公司 ...
百合股份: 威海百合生物技术股份有限公司第四届董事会第十三次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 18:22
Group 1 - The board of directors of Weihai Bihua Biotechnology Co., Ltd. held its 13th meeting on August 29, 2025, with all 9 directors present, confirming compliance with relevant laws and regulations [1] - The board approved the 2025 semi-annual report and its summary with a unanimous vote of 9 in favor [2] - The board also approved a special report on the storage and actual use of raised funds for the first half of 2025, again with a unanimous vote of 9 in favor [2] Group 2 - The board resolved to cancel the supervisory board and amend the company’s articles of association, transferring the supervisory functions to the audit committee of the board, with a unanimous vote of 9 in favor [3] - The board approved the revision and establishment of internal governance systems to enhance management and governance structure, with a unanimous vote of 9 in favor [3] - The board proposed to hold the first extraordinary general meeting of shareholders in 2025 on September 26, 2025, to review the resolutions submitted by the board [3]
华光新材: 华光新材总经理工作细则
Zheng Quan Zhi Xing· 2025-08-29 18:22
Core Points - The document outlines the operational guidelines for the General Manager of Hangzhou Huaguang Welding New Materials Co., Ltd, emphasizing the governance structure and responsibilities [1][2][5] Summary by Sections General Principles - The guidelines are established to enhance corporate governance in accordance with the Company Law of the People's Republic of China and the company's articles of association [1] - The General Manager is responsible for the daily management of the company and must act within the authority granted by the Board of Directors [1][2] Appointment and Dismissal of the General Manager - The company appoints one General Manager, with several Deputy General Managers and a financial officer to assist [2] - The General Manager is nominated by the Chairman and appointed by the Board, with a term of three years that can be renewed [2][3] - Specific qualifications are required for the General Manager, including management experience and integrity [2][3] Powers of the General Manager - The General Manager has the authority to manage daily operations, implement board resolutions, and propose organizational changes [5][6] - The General Manager must report significant operational or financial events to the Board [7][11] Meeting Procedures - The company holds regular General Manager meetings to discuss major operational issues, with records maintained for accountability [9][10] Reporting Obligations - The General Manager is required to report quarterly to the Board and must inform them of any significant changes affecting company interests [28][30] Performance Evaluation and Accountability - The Board determines the performance evaluation and compensation for the General Manager, with provisions for disciplinary actions in case of misconduct [33][34]
华光新材: 华光新材董事会提名委员会工作规程
Zheng Quan Zhi Xing· 2025-08-29 18:22
Core Points - The article outlines the work regulations of the Nomination Committee of Hangzhou Huaguang Welding New Materials Co., Ltd, aimed at optimizing the board composition and improving corporate governance [1][2][3] Group 1: General Provisions - The Nomination Committee is established to select candidates for directors and senior management, following relevant laws and the company's articles of association [1] - The committee consists of three directors, with a majority being independent directors [2] Group 2: Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, and making recommendations to the board regarding appointments and dismissals [8][9] - The committee must submit resolutions and related proposals to the board after deliberation [9] Group 3: Decision-Making Procedures - The committee must research the company's needs for directors and senior management, and gather information on potential candidates [10] - A formal proposal for candidates must be submitted to the board one to two months before elections or appointments [10] Group 4: Meeting Rules - The committee holds regular meetings at least once a year and can convene temporary meetings as needed [12] - A quorum requires attendance of at least two-thirds of the committee members, and decisions must be approved by a majority [5] Group 5: Conflict of Interest - Committee members with a direct or indirect interest in the matters discussed must abstain from voting [24][6] Group 6: Miscellaneous - The work regulations take effect upon approval by the board and are subject to relevant laws and the company's articles of association [25][26]