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贝肯能源控股集团股份有限公司第六届董事会第五次会议决议公告
Group 1 - The company held its fifth meeting of the sixth board of directors on July 30, 2025, with all six directors present, and the meeting complied with legal and procedural requirements [2][3][15] - The board approved the revision of the 2025 A-share issuance plan to specific targets, adjusting the issuance price to 6.54 yuan per share, down from 6.59 yuan due to a recent dividend distribution [3][6][10] - The total number of shares to be issued is capped at 54 million, representing 26.87% of the company's total share capital prior to the issuance [8][10][12] Group 2 - The funds raised from this issuance, not exceeding 353.16 million yuan, will be used to replenish working capital and repay debts [10][61] - The board also approved several reports related to the issuance, including feasibility analysis and measures to mitigate the dilution of immediate returns for shareholders [16][20][22] - The company plans to enhance its governance structure and internal controls to ensure effective use of the raised funds and protect shareholder interests [29][62][64] Group 3 - The company will not hold a shareholder meeting immediately but will announce a date once preparations are complete [47][54] - The board's resolutions regarding governance structure revisions will take effect immediately, except for certain items that require shareholder approval [52][53][72] - The company has committed to measures to mitigate the dilution of immediate returns, including improving fund management and enhancing profit distribution policies [61][62][65]
温州宏丰: 第五届董事会第三十五次(临时)会议决议公告
Zheng Quan Zhi Xing· 2025-05-09 12:17
Core Viewpoint - The company is undergoing a board restructuring, with nominations for both non-independent and independent directors for the sixth board, which will serve a three-year term starting from the approval date at the first extraordinary shareholders' meeting in 2025 [1][2][3]. Group 1: Board Restructuring - The fifth board's term will expire on May 15, 2025, prompting the nomination of candidates for the sixth board [1][2]. - Non-independent director candidates include Chen Xiao, Yan Xuewen, Wei Shaohua, Chen Linchi, and Fan Gaihuan, all of whom received unanimous approval from the board [2][3]. - Independent director candidates include Yang Ying, Wang Zongzheng, and Zhu Jun, also receiving unanimous approval [3][4]. Group 2: Compensation and Capital Changes - The proposed annual compensation for independent directors is set at RMB 80,000 (pre-tax), to be paid monthly [4]. - The company plans to change its registered capital from RMB 437,135,321 to RMB 437,282,217 due to the conversion of "Hongfeng Convertible Bonds" that began on September 21, 2022 [4][5]. Group 3: Governance Structure Adjustments - The company intends to adjust its governance structure by transferring the supervisory board's powers to the audit committee of the board, necessitating amendments to the company’s articles of association [5][6]. - The company will revise its governance rules, including the rules for shareholders' meetings and board meetings, in line with the new structure [6]. Group 4: Shareholders' Meeting - The company plans to convene the first extraordinary shareholders' meeting on May 26, 2025, to vote on the proposed changes and nominations [6][7].