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京源环保: 第四届董事会第十九次会议决议公告
Zheng Quan Zhi Xing· 2025-08-22 09:09
Group 1 - The company held its 19th meeting of the 4th Board of Directors on August 22, 2025, with 9 directors present [1][2] - The meeting approved the 2025 semi-annual report and summary, confirming compliance with relevant laws and regulations, and stating that the information disclosed is true, accurate, and complete [1][2] - The meeting also approved a special report on the storage and actual use of raised funds for the first half of 2025, adhering to regulatory requirements [2][3] Group 2 - The Board approved the cancellation of the supervisory board, changes to registered capital, and amendments to the Articles of Association, increasing registered capital from 152,364,400 yuan to 236,037,604 yuan [3][6] - The supervisory board's powers will be transferred to the audit committee of the Board, with relevant rules being abolished [3][6] - The meeting also approved the revision of certain governance systems to align with new regulations and improve company operations [6][7] Group 3 - The company plans to hold its first extraordinary general meeting of 2025 on September 12, 2025, combining on-site and online voting [7][8] - The meeting approved a semi-annual evaluation report on the "Quality Improvement and Efficiency Enhancement" action plan, highlighting achievements in operational efficiency and investor rights protection [6][7]
图南股份: 董事会决议公告
Zheng Quan Zhi Xing· 2025-08-15 16:14
Group 1 - The board of directors of Jiangsu Tunan Alloy Co., Ltd. held its sixth meeting on August 15, 2025, with all seven directors present, including one via telecommunication [1][2][3] - The meeting was conducted in compliance with relevant laws and regulations, ensuring its legality and effectiveness [2][3] - The board approved the 2025 semi-annual report and its summary, confirming that the report accurately reflects the company's operational status without any false statements or omissions [3][4] Group 2 - The company proposed a cash dividend plan for the first half of 2025, amounting to RMB 39,553,150.00 (including tax), which represents 42.55% of the net profit attributable to shareholders [3][4] - The board believes that the profit distribution plan aligns with legal regulations and the company's development stage, ensuring reasonable returns for investors [4] Group 3 - The board plans to revise 29 governance documents and create 2 new governance documents to enhance operational standards and governance structure [5] - The board requested authorization from the shareholders' meeting to handle the necessary filings with market supervision authorities, with the authorization valid until the completion of the relevant procedures [5] Group 4 - The board proposed to hold the first extraordinary shareholders' meeting of 2025 on September 2, 2025, to discuss certain agenda items requiring special resolutions [7][8]
海默科技: 东方证券股份有限公司关于海默科技(集团)股份有限公司2025年度持续督导培训工作报告
Zheng Quan Zhi Xing· 2025-08-15 09:17
东方证券向参加培训对象展示了培训课件,通过讲解培训讲义、问题答复、 自主交流等方式,围绕《深圳证券交易所创业板股票上市规则(2025 年修订)》 东方证券股份有限公司 关于海默科技(集团)股份有限公司 东方证券股份有限公司(以下简称"东方证券"、"保荐机构")作为海默科 技(集团)股份有限公司(以下简称"公司"、"海默科技")向特定对象发行股 票的持续督导机构,根据《深圳证券交易所创业板股票上市规则(2025 年修订)》 《深圳证券交易所上市公司自律监管指引第 13 号—保荐业务》 《深圳证券交易所 上市公司自律监管指引第 2 号—创业板上市公司规范运作(2025 年修订)》等相 关法律、法规和规范性文件的规定,对海默科技进行了 2025 年度持续督导培训, 具体情况如下: 一、本次培训的基本情况 等相关人员 二、本次培训的方式及内容 《深圳证券交易所上市公司自律监管指引第 13 号—保荐业务》以及《深圳证券 交易所上市公司自律监管指引第 2 号—创业板上市公司规范运作(2025 年修订)》 等核心规则,对海默科技实际控制人、董事、高级管理人员、证券事务代表等相 关人员重点对公司治理、信息披露、募集资金使用规 ...
东方雨虹向实控人李卫国提供资金6950万元,北京证监局出具警示函
Jin Rong Jie· 2025-08-13 04:53
Core Viewpoint - The company Dongfang Yuhong has been involved in non-operational fund occupation amounting to 69.5 million yuan, which was not disclosed in a timely manner, leading to regulatory actions against its executives [1] Group 1: Company Actions and Responses - Dongfang Yuhong provided funds to its actual controller Li Weiguo through various means, constituting non-operational fund occupation [1] - The company announced plans to improve its internal control system, establish a sound internal supervision mechanism, and enhance fund management practices [1] - The company aims to strengthen compliance with relevant laws and regulations to improve the quality of financial accounting and information disclosure [1] Group 2: Regulatory Environment - The Beijing Securities Regulatory Bureau issued warning letters to the company and its executives, including Chairman Li Weiguo and General Manager Zhang Zhiping, and recorded these actions in their integrity files [1] - The Shenzhen Stock Exchange issued a regulatory letter and publicly criticized the company for its actions [1] - Multiple listed companies have faced regulatory penalties this year for issues related to fund occupation and information disclosure violations, indicating a tightening regulatory environment [1]
燕京啤酒: 董事、高级管理人员培训管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-10 08:16
Core Viewpoint - The training management system for directors and senior management of Beijing Yanjing Beer Co., Ltd. aims to enhance compliance, governance, and operational standards through structured training programs based on relevant laws and regulations [1][2]. Group 1: Training Objectives and Applicability - The purpose of the training is to strengthen self-discipline and improve corporate governance by ensuring that directors and senior management understand relevant laws and regulations [1][2]. - The training applies to all directors and senior management, including the chairman, vice-chairman, general manager, and other key positions, with the possibility of including other management personnel as needed [1][2]. Group 2: Training Content and Requirements - Training for the chairman and general manager includes understanding capital market conditions, disclosure requirements, governance principles, and the latest policies on financing and mergers [2][3]. - Directors (excluding independent directors) will focus on the legal framework of listed companies, their rights and responsibilities, and policies on related transactions and refinancing [2][3]. - Independent directors will be trained on the latest laws, accounting standards, and their specific rights and responsibilities [2][3]. - The chief accountant's training will cover the legal framework, accounting standards, and disclosure rules for public offerings [3]. - The board secretary's training will include governance frameworks, responsibilities, and operational practices related to refinancing and mergers [3]. Group 3: Training Organization and Format - Training will consist of both external and internal sessions, with external training organized by regulatory bodies like the China Securities Regulatory Commission (CSRC) [3][4]. - Internal training will be organized by the board office or through hired intermediaries, ensuring that all directors and senior management participate in required training [4][5]. Group 4: Training Management - The board office is responsible for managing training records, ensuring attendance, and maintaining training archives for all directors and senior management [5][6]. - Directors and senior management are required to participate in at least one CSRC-organized training within their first year of service [5][6]. - The board secretary must pass a qualification exam and participate in ongoing training every two years [6]. Group 5: Financial Responsibility and Implementation - The company will cover all costs related to training, including fees and travel expenses incurred during participation in regulatory training [7]. - The training management system will be effective upon approval by the board and will be subject to updates as necessary [7].
仙鹤股份: 仙鹤股份有限公司独立董事工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-06 11:13
(以 下简称"《公司章程》")等规定,制定本细则。 第二条 独立董事是指不在公司担任除董事外的其他职务,并与公司及其 主要股东、实际控制人不存在直接或者间接利害关系,或者其他可能影响其进行 独立客观判断关系的董事。 独立董事应当独立履行职责,不受公司主要股东、实际控制人等单位或者个 人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务,应当按照法律、 行政法规、中国证监会规定、证券交易所业务规则和《公司章程》的规定,认真 履行职责,在董事会中发挥参与决策、监督制衡、专业咨询作用,维护公司整体 利益,保护中小股东合法权益。 独立董事工作细则 仙鹤股份有限公司 独立董事工作细则 第一章 总则 第一条 为了进一步完善仙鹤股份有限公司(以下简称"公司")的治理 结构,规范独立董事行为,充分发挥独立董事在公司治理中的作用,促进提高公 司质量,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》、中国证券监督管理委员会(以下简称"中国证监会")《上 市公司独立董事管理办法》(以下简称"《独立董事管理办法》")、《上海证 券交易所股票上市规则》》(以下简称"《股票上市规则》")、《上 ...
河北上市公司审计委员会专题培训成功举办
Core Viewpoint - The training on the "Audit Committee of Listed Companies in Hebei" is crucial for enhancing the governance structure of listed companies, especially in light of the new Company Law which abolishes the supervisory board, transferring its responsibilities to the audit committee [1][2]. Group 1: Training Overview - The training was held on July 25 in Shijiazhuang, organized by the Hebei Listed Companies Association, with participation from over 330 members of audit committees and board secretaries from 82 listed companies [1]. - The training utilized a hybrid format of online and offline participation, featuring experts from the China Listed Companies Association and professors from the National Accounting Institute of Beijing [1]. Group 2: Key Insights from Experts - A senior expert from the China Listed Companies Association provided a systematic interpretation of the "Guidelines for the Work of Audit Committees," focusing on the background, structure, and key points of the audit committee's responsibilities [2]. - The professor from the National Accounting Institute shared insights on the positioning of audit committees and offered suggestions for independent directors in accounting, emphasizing the importance of practical experience [2]. Group 3: Importance of Audit Committees - The audit committee serves as a critical link between the board of directors, internal audit, and external audit, playing a vital role in ensuring the quality of financial information and protecting investors' rights [1]. - The training emphasized five key responsibilities for audit committees: enhancing responsibility awareness, focusing on core duties, ensuring audit independence, strengthening professional learning, and reinforcing supervision and accountability [1]. Group 4: Impact on Corporate Governance - The training is timely, providing essential guidance for the smooth transition of internal supervisory mechanisms in listed companies following significant changes in governance structure [2]. - It aims to clarify the responsibilities and boundaries of audit committee members, enhancing their understanding of supervisory duties and operational effectiveness, thereby fostering a more transparent and efficient corporate governance ecosystem in Hebei [2].
证监会再次修订《上市公司治理准则》,瞄准“关键少数”、健全激励约束
梧桐树下V· 2025-07-27 15:33
Core Viewpoint - The article discusses the recent public consultation by the China Securities Regulatory Commission (CSRC) on the revised draft of the "Corporate Governance Code for Listed Companies," aimed at enhancing the responsibilities of key stakeholders and improving corporate governance standards in response to evolving market conditions [1][4]. Group 1: Background of the Revision - The current governance code has played a significant role in promoting modern corporate governance and improving the operational standards of listed companies since its initial release in 2002 and subsequent revisions [4]. - The revision is driven by the need to strengthen the responsibilities of directors, senior management, and controlling shareholders to prevent abuse of power that could harm the interests of the company and its shareholders [4]. Group 2: Main Revision Contents - **Management of Directors and Senior Management**: The revision clarifies the qualifications for directors and senior management, detailing their duties and responsibilities, including the need for transparency in conflicts of interest and decision-making processes [5]. - **Incentive and Constraint Mechanisms**: Companies are required to establish a remuneration management system that aligns the compensation of directors and senior management with company performance, promoting value creation [5]. - **Regulation of Controlling Shareholders**: The revision imposes stricter regulations on controlling shareholders to prevent significant adverse impacts on the company, enhancing transparency in related party transactions [6]. Group 3: Implementation and Compliance - The revised code emphasizes the need for companies to align with existing laws and regulations, ensuring that governance practices are consistent with the broader legal framework [6]. - It also highlights the importance of independent directors and specialized committees within the board to enhance oversight and accountability [6].
证监会,最新发布!事关上市公司治理
券商中国· 2025-07-25 14:46
Core Viewpoint - The China Securities Regulatory Commission (CSRC) is revising the "Corporate Governance Guidelines" to enhance the governance level of listed companies and regulate the behavior of directors, senior management, controlling shareholders, and actual controllers [1][2]. Summary by Sections Revision Objectives - The current "Governance Guidelines" operate within the framework of the Company Law, aiming to establish a modern enterprise system and improve the governance structure of listed companies [2]. - The revision focuses on several key areas to enhance governance and operational standards [2]. Key Areas of Revision - **Regulation of Directors and Senior Management**: The revision aims to comprehensively regulate the appointment, performance, and departure of directors and senior management, ensuring they fulfill their duties faithfully and diligently [2]. - **Incentive and Restraint Mechanisms**: Companies are required to establish a compensation management system that aligns the remuneration of directors and senior management with the company's operational performance and individual achievements, promoting better alignment of interests [2]. - **Regulation of Controlling Shareholders and Actual Controllers**: The revision imposes strict limitations on potential adverse impacts from competing businesses and enhances the responsibilities and decision-making requirements for related party transactions [2]. - **Coordination with Other Regulations**: The guidelines will be aligned with other regulations such as the Securities Law and the Management Measures for Independent Directors of Listed Companies, improving the coherence of rules regarding shareholder rights and the responsibilities of board committees [2]. Public Feedback - The CSRC welcomes feedback from all sectors of society and will consider these opinions for further revisions before final implementation [3].
【金融街发布】中国证监会拟修订《上市公司治理准则》 进一步强化“关键少数”责任
Core Viewpoint - The China Securities Regulatory Commission (CSRC) is proposing revisions to the Corporate Governance Code to enhance the governance level of listed companies and regulate the behavior of directors, senior management, controlling shareholders, and actual controllers [1][2]. Group 1: Revisions to the Corporate Governance Code - The revisions focus on four main areas: improving the management system for the appointment, performance, and departure of directors and senior management [2]. - The qualifications for directors and senior management will be clarified, and the responsibilities of the nomination committee will be defined to prevent unqualified individuals from holding positions [2]. - The obligations of directors and senior management regarding loyalty and diligence will be detailed, with enhanced disclosure requirements for conflicts of interest and decision-making processes [2]. - The management of departures of directors and senior management will be strengthened, including accountability measures for post-departure responsibilities [2]. Group 2: Incentive and Restraint Mechanisms - Listed companies will be required to establish a remuneration management system that aligns the compensation structure and levels of directors and senior management with company performance [2]. - The remuneration of directors and senior management must be linked to both company and individual performance to encourage value creation [2]. - Mechanisms for the recovery of remuneration and deferred payment systems will be improved to enhance accountability [2]. Group 3: Regulation of Controlling Shareholders and Actual Controllers - The revisions will impose strict limitations on competitive behaviors that could adversely affect listed companies, with increased transparency requirements for non-material competitive activities [2]. - The requirements for the board of directors regarding the identification and review of related party transactions will be further refined [2]. Group 4: Integration with Existing Regulations - The revisions will ensure alignment with the Securities Law regarding the public solicitation of shareholder rights [3]. - Responsibilities of the nomination committee and remuneration assessment committee will be updated according to the Independent Director Management Measures [3]. - Improvements will be made to voluntary information disclosure and the publication of sustainability reports in accordance with the Information Disclosure Management Measures [3].