公司治理架构调整
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津膜科技:公司第五届监事会主席施耀华及监事赵鹏、侯雪征在监事会中担任的职务自然免除
Mei Ri Jing Ji Xin Wen· 2025-12-08 12:06
2024年1至12月份,津膜科技的营业收入构成为:专用设备制造业占比100.0%。 截至发稿,津膜科技市值为23亿元。 每经AI快讯,津膜科技(SZ 300334,收盘价:7.64元)12月8日晚间发布公告称,公司于2025年11月20 日召开第五届董事会第十次会议和第五届监事会第五次会议,于2025年12月8日召开2025年第五次临时 股东会,审议通过了《关于调整公司治理架构暨修订 <公司章程> 的议案》。 根据中国证监会《关于新 <公司法> 配套制度规则实施相关过渡期安排》等相关法律、法规、规范性文 件的规定,结合公司实际情况,公司拟调整治理架构,并同时对《公司章程》进行修订。本次调整修订 后,公司不再设置监事会或者监事,由审计委员会行使《公司法》规定的监事会职权,《监事会议事规 则》等与监事会有关的制度条款相应废止。公司第五届监事会主席施耀华先生及监事赵鹏先生、侯雪征 女士在监事会中担任的职务自然免除。监事的原定任期为2025年1月16日至2028年1月16日,离任后,施 耀华先生、赵鹏先生不再担任公司任何职务,侯雪征女士仍在公司任职。 每经头条(nbdtoutiao)——处方药变"瘾品":国内首次报告 ...
启迪环境科技发展股份有限公司关于取消监事会并修订《公司章程》及其附件的公告
Shang Hai Zheng Quan Bao· 2025-12-02 18:40
证券代码:000826 证券简称:启迪环境 公告编号:2025-082 为保障公司规范运营,在公司2025年第二次临时股东大会决议生效前,第十一届监事会及监事需持续遵 循中国证监会、深圳证券交易所原有规章、规范性文件与业务规则,以及公司现行《公司章程》和各项 规章制度中有关监事会、监事的规定,持续履行监督职责。自股东大会审议通过取消监事会的决议生效 之时起,公司监事会立即取消,第十一届监事会监事职务自动免除,此后公司不再设立监事会及监事岗 位,以此确保公司治理架构调整平稳有序推进,保障公司运营管理的连贯性与合规性。 公司董事会同时提请股东大会授权董事会,并由董事会转授权经营管理层根据上述变更办理相关工商登 记备案等事宜,授权有效期自公司股东大会审议通过之日起至该等具体执行事项办理完毕之日止。上述 变更及备案登记最终以市场监督管理机构备案、登记的内容为准。 本公司及董事会全体成员保证公告内容的真实、准确和完整,公告不存在虚假记载、误导性陈述或者重 大遗漏。 启迪环境科技发展股份有限公司(以下简称"公司"或"启迪环境")于 2025 年12月2日召开公司第十一届 董事会第八次会议、第十一届监事会第八次会议,审议通 ...
云南能投重大治理架构调整:董事会全票通过废止监事会制度 审计委员会接掌相关职权
Xin Lang Cai Jing· 2025-11-28 14:56
Core Viewpoint - Yunnan Energy Investment Co., Ltd. has made significant governance adjustments by abolishing the supervisory board and transferring its responsibilities to the board's audit committee, marking a major shift in its corporate governance structure [1][3][5]. Group 1: Board Meeting Overview - The board meeting was held on November 28, 2025, with all 9 directors present, and was chaired by Chairman Zhou Manfu, complying with the Company Law and the company's articles of association [2]. Group 2: Key Proposal Interpretation - The proposal to amend the company's articles of association includes a systematic governance structure adjustment, abolishing the supervisory board and transferring its powers to the audit committee, which will also involve revisions to four related rules [3]. Group 3: Management System Upgrade - The board approved the revision, formulation, and abolition of 14 management systems, including the revision of the Independent Director System and the Fund Usage Management Measures, with three core systems requiring shareholder approval [4]. Group 4: Temporary Shareholders' Meeting Arrangement - A temporary shareholders' meeting will be convened to review the amendments to the articles of association and related management system revisions, which is seen as a response to the new Company Law and aims to enhance decision-making efficiency and supervisory effectiveness [5].
方正证券拟重塑治理架构:董事会扩容至12人并取消监事会 邹昊、薛军候选董事 未来三年现金分红比例不低于45%
Xin Lang Cai Jing· 2025-11-26 16:30
Core Viewpoint - Fangzheng Securities will hold a temporary shareholders' meeting on December 12, 2025, to discuss seven key proposals focused on governance optimization and shareholder returns [1] Governance Structure Adjustments - The company plans to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, and expand the board from 9 to 12 members, including one employee representative [2] - Key amendments to the articles of association include renaming "shareholders' meeting" to "shareholders' assembly" and establishing an ESG (Environmental, Social, and Governance) function within the board's strategic development committee [2] Governance System Revisions - Five governance systems will be revised to enhance internal control and independence, including the independent director work system and the director remuneration and assessment management system [3] - New provisions will prevent controlling shareholders from misusing company funds through related transactions and require them to maintain the independence of the company's assets and operations [3] Personnel Changes - The meeting will also review the appointment of Zou Hao as a non-independent director and Xue Jun as an independent director, both nominated by the controlling shareholder [4] Shareholder Return Planning - The company aims to implement a shareholder return plan for 2025-2027, committing to distribute at least 45% of the average distributable profit in cash dividends over the three years, contingent on meeting profitability and regulatory requirements [5] Meeting Arrangements and Voting Methods - The temporary shareholders' meeting is scheduled for December 12, 2025, at 14:30 in Beijing, with provisions for online voting [6] - The governance structure adjustments are seen as a response to new company laws and regulatory requirements, aimed at improving decision-making efficiency and strengthening board functions [6]
津膜科技拟调整治理架构:取消监事会并修订公司章程 审计委员会将行使监事职权
Xin Lang Cai Jing· 2025-11-21 12:58
Core Viewpoint - Tianjin Membrane Technology Group Co., Ltd. is undergoing significant governance restructuring by abolishing the supervisory board and transferring its responsibilities to the audit committee, in compliance with new regulations and to enhance operational efficiency [1][2][5] Governance Structure Adjustment - The supervisory board will be abolished, and its functions will be assumed by the audit committee, aligning with the requirements of the China Securities Regulatory Commission [2][5] - The current supervisory board members will have their positions naturally terminated, including the chairman and two supervisors [2][3] Internal Governance System Revision - The board approved the revision of 17 internal governance systems to adapt to the new structure and improve compliance and operational standards [3][4] - The revisions include changes to the rules governing shareholder meetings, board meetings, and various committee working rules, with all references to the supervisory board being eliminated [3][4] Shareholder Meeting and Implementation - A temporary shareholder meeting will be convened to review the core proposals related to the governance changes, with details to be announced later [5] - The board meeting was attended by all nine directors, confirming compliance with legal and procedural requirements [5]
建新股份Q3营收净利双降,架构调整与减持计划同步收官
Xin Lang Cai Jing· 2025-10-30 03:43
Core Viewpoint - Hebei Jianxin Chemical Co., Ltd. reported a significant decline in its financial performance for Q3 2025, with a focus on governance restructuring and shareholder actions [1][2][4]. Financial Performance Summary - Q3 2025 revenue was 106 million yuan, a decrease of 16.71% year-on-year [2] - Net profit attributable to shareholders was 599,100 yuan, down 65.77% year-on-year [2] - Year-to-date revenue reached 344 million yuan, a decline of 23.35% compared to the same period in 2024 [2] - Year-to-date net profit attributable to shareholders was 5.976 million yuan, a decrease of 56.36% year-on-year [2] - The primary reason for the decline was a reduction in sales prices of main products [2] - Operating costs decreased by 84 million yuan, a decline of 21.09%, which was less than the revenue drop [2] - R&D expenses decreased by 33.83% due to some projects entering the capitalization phase [2] - Financial expenses increased by 40.25% due to reduced exchange gains and interest income [2] Cash Flow and Asset Summary - Net cash flow from operating activities improved to 29.46 million yuan, a 146.42% increase from the previous year [3] - Total assets as of September 30, 2025, were 1.666 billion yuan, a decrease of 0.43% from the previous year [3] - Shareholder equity was 1.504 billion yuan, a decrease of 0.06% from the previous year [3] - Construction in progress increased by 143.48% to 247 million yuan, indicating ongoing capacity expansion [3] Governance Structure Changes - The company announced a significant governance restructuring, eliminating the supervisory board and transferring its powers to the audit committee of the board [4][6] - The company’s articles of association were revised, including changes to the legal representative and shareholder rights [6][7] - The registered capital increased from 556 million yuan to 563 million yuan, with total shares adjusted to 563 million [7] - New rules were established for the board and shareholder meetings, lowering the proposal threshold for shareholders [7] Shareholder Actions - Senior management and a major shareholder's action plan for share reduction was disclosed [8][9] - Senior manager Gao Hui reduced her holdings by 11,770 shares at an average price of 7.09 yuan per share [8] - Major shareholder Zhu Shouchan's associate, Huang Jiqin, reduced her holdings by 2,630 shares, significantly below the planned reduction [9]
海南海药股份有限公司 2025年第三季度报告
Zheng Quan Ri Bao· 2025-10-29 23:43
Group 1 - The company guarantees the authenticity, accuracy, and completeness of the quarterly report, and assumes legal responsibility for any false records or misleading statements [2][10][29] - The third-quarter financial report has not been audited [9][10] - The company has received cash of 33.19 million yuan and has 101 sets of commercial housing registered under its name as part of debt compensation [6][7] Group 2 - The company has initiated legal proceedings against Southern Tongzheng and Hainan Haiyao Real Estate for failure to repay debts, with a court ruling requiring payment of approximately 311.17 million yuan and 200.45 million yuan in principal and penalties [7][8] - The company will hold its fifth extraordinary general meeting on November 18, 2025, to discuss various proposals, including amendments to the articles of association and the establishment of a new governance structure [11][35][36] - The board of directors has approved the adjustment of the special committee members to enhance governance efficiency [30][31][32]
安世半导体内乱始末:CEO张学政是如何失去控制权的
第一财经· 2025-10-17 11:33
Core Viewpoint - The article discusses the turmoil within Nexperia, a semiconductor company, following the suspension of CEO Zhang Xuezheng and the subsequent management conflicts, largely influenced by external pressures from the U.S. and the Dutch government [3][11][12]. Group 1: Company Background and Acquisition - Nexperia was acquired by Wingtech Technology for 33.4 billion RMB, marking the largest semiconductor acquisition in China's history [6][7]. - The company was previously part of NXP Semiconductors and has a significant production capacity at its Hamburg facility, producing approximately 700 billion semiconductors annually [8]. Group 2: Management Conflicts - Zhang Xuezheng attempted to dismiss several executives but faced a backlash, leading to his suspension [4][22]. - The management division intensified due to differing strategies on how to handle U.S. pressures and relations with the Dutch government [12][16]. Group 3: External Pressures and Government Relations - In January 2023, the U.S., Netherlands, and Japan agreed on semiconductor export controls, impacting Nexperia's operations [11]. - Nexperia established a new department to engage with the Dutch government, seeking recognition as a key player in the semiconductor industry [12][18]. Group 4: Governance and Compliance Issues - The Dutch government demanded changes in Nexperia's governance structure, including the establishment of a supervisory board with veto powers over critical decisions [17][18]. - Nexperia's management argued that compliance with these demands would undermine their control and operational independence [17][18]. Group 5: Legal and Operational Developments - Following the U.S. Department of Commerce's expanded entity list rules, Nexperia faced restrictions that led to the suspension of Zhang Xuezheng's authority [23][24]. - The Dutch court issued immediate measures to protect certain executives, complicating the company's internal dynamics [24][25].
独家 | 安世半导体内乱始末: CEO张学政是如何失去控制权的
Di Yi Cai Jing· 2025-10-17 11:21
Core Points - Zhang Xuezheng, the CEO of Anshi Semiconductor, was suspended from his duties amid internal conflicts and external pressures, leading to his departure from the Netherlands [1][21] - The management division within Anshi Semiconductor has deepened, particularly regarding the company's positioning and global business development strategies [1][9] - The Dutch government, influenced by U.S. pressures, has imposed restrictions on semiconductor exports, affecting Anshi Semiconductor's operations and governance [8][12] Group 1: Management Changes - Zhang Xuezheng intended to dismiss several executives but was instead overthrown by them [1][17] - Anshi Semiconductor's CFO, Stefan Tilger, and Chief Legal Officer, Ruben Lichtenberg, have taken on significant roles following Zhang's suspension [5][12] - The management team had previously enjoyed a good relationship, which deteriorated due to external pressures and internal disagreements [6][7][9] Group 2: Acquisition Background - In December 2019, Wentai Technology completed the acquisition of a 79.98% stake in Anshi Semiconductor for 26.854 billion RMB, marking a significant milestone in China's semiconductor industry [3] - The acquisition was the largest in China's semiconductor history and aimed at gaining control over a globally leading semiconductor company [3] Group 3: External Pressures - In January 2023, a trilateral agreement between the U.S., Netherlands, and Japan led to export controls on semiconductor equipment, impacting Anshi Semiconductor's operations [8] - Anshi Semiconductor has established a new department to engage with the Dutch government to navigate the geopolitical landscape and ensure its recognition as a key player in the semiconductor industry [9][11] Group 4: Governance Issues - The Dutch Ministry of Economic Affairs has raised concerns about Anshi Semiconductor's governance structure, demanding changes to ensure its independence and compliance with local regulations [12][13] - A core issue is the requirement for Anshi to establish a supervisory board with veto powers over significant corporate decisions, which Wentai Technology finds unacceptable [13][14] Group 5: Legal Proceedings - Following Zhang's suspension, legal actions were initiated by the remaining executives, leading to a court ruling that temporarily suspended Zhang's authority and placed Anshi's shares under third-party custody [19][20] - The court's rapid response to the executives' request for emergency measures was noted as unusual in the Dutch legal context [20]
北京浩瀚深度信息技术股份有限公司关于董事会、监事会延期换届的公告
Shang Hai Zheng Quan Bao· 2025-09-10 18:48
Core Viewpoint - The company plans to postpone the election of its fourth board of directors and supervisory board to ensure continuity and stability during the governance restructuring process [1][2]. Group 1 - The term of the fourth board of directors and supervisory board will expire on September 12, 2025, prompting the need for governance adjustments and amendments to the company's articles of association [1]. - The postponement of the board and supervisory board elections will not affect the normal operations of the company, as current members will continue to fulfill their duties and obligations until the elections are completed [2]. - The company is actively preparing for the election process and will promptly disclose relevant information as required by regulations [2].