教科书告诉我们，所有权和经营权的分离，是所谓现代公司制度的胜利，但这也引出了一个不对等的关系：信息，以及决策权力。公司的实际情况，必然是 每天都在接触最关键的信息的管理者最为了解。 但教科书没有告诉我们的是，管理者更关心的是自身的薪酬、职位安稳或公司规模，而不一定关心股东财富最大化。 这是个权责不对等的买卖，承担用人成本的是公司，而中层领导决定了如何具体使用这些人力，要做的只是做好汇报，让高层相信自己的经营决策是对的。 做对了，中层领导可以获得奖励，而做错了，即便出现最差的情况，中层领导不得不引咎离开公司，那ta的简历上也多了一份管理更大团队的履历，这对于 找下一份工作反而还是一件好事。 回到开篇的问题，我们可以把中层领导看作管理者，把高层领导看作股东。股东（高层领导）虽然付出了金钱，为公司开展业务（招人）买单，但怎么开展 业务（招什么人）却由管理者（中层领导）决定，而股东（高层领导）却只能靠阅读管理者（中层领导）提供的财务报表（汇报PPT）来监督他们的工作。 金融市场存在这么一个反直觉的现象：公司业务好不等于公司赚钱，公司赚钱不等于股票会涨，股票不涨不等于高管工资低。 我们不妨先观察一个更为微观的样本。在互 ...

Group 1 - The company plans to issue H shares and list on the Hong Kong Stock Exchange, increasing the board members from 6 to 7, with independent directors rising from 2 to 3 [1] - The board has nominated Mr. Tian Hong as an independent non-executive director candidate, effective from the date of H share listing [1] - The board committees will be adjusted post-listing, with Mr. Tian Hong joining the Strategic Decision Committee [1] Group 2 - Mr. Tian Hong holds a Ph.D. in Mechanical Engineering from MIT and has extensive experience in leadership roles at TDK and other companies [2] - As of the announcement date, Mr. Tian Hong does not hold shares in the company and has no related party relationships with major stakeholders [3] - Mr. Tian Hong meets all legal and regulatory requirements to serve as an independent director [3]

Core Points - The company has established various specialized committees under its board, including the Strategic Committee, Nomination Committee, Compensation and Assessment Committee, and Audit Committee [1][2] - The resignation of Mr. Chen Bao as an independent director will take effect on February 26, 2024, when a new independent director is elected [1] - Mr. Cui Dongshu has been appointed as an independent director, effective from February 26, 2024, which will lead to changes in the composition of the specialized committees [2] - The establishment of these specialized committees has positively contributed to enhancing the decision-making functions of the board and improving the corporate governance structure [2] Committee Composition - The current composition of the Strategic Committee includes Mr. Li Jun Tian as the chairman, along with Mr. Chen Bao and Mr. Yang Rui Cheng as members [1] - The Nomination Committee is chaired by Mr. Chen Bao, with members including Ms. Li Jie Hui and Mr. Yang Rui Cheng [1] - The Compensation and Assessment Committee is chaired by Ms. Lu Yao, with Mr. Chen Bao and Mr. Yuan Jin Qi as members [1] - The Audit Committee is chaired by Ms. Li Jie Hui, with Ms. Lu Yao and Ms. Li Rui Lin as members [1] - Following the appointment of Mr. Cui Dongshu, the Strategic Committee will include him as a member, while he will also chair the Nomination Committee [2] - The Compensation and Assessment Committee will maintain Ms. Lu Yao as chair, with Mr. Cui Dongshu joining as a member [2] - The Audit Committee's composition remains unchanged with Ms. Li Jie Hui as chair [2]

Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 to discuss key proposals [1][4] - The meeting will address the completion of certain fundraising investment projects and the allocation of surplus funds to enhance liquidity [4][5] - The company plans to cancel its supervisory board and amend its articles of association, transferring supervisory responsibilities to the audit committee [6][7] Group 1: Meeting Procedures - Shareholders and their representatives must sign in 30 minutes before the meeting and present necessary identification documents [2] - Only authorized personnel, including shareholders, directors, and invited guests, are allowed to attend the meeting [3] - The meeting will be conducted with strict order, and any disruptive behavior will be addressed by staff [3][4] Group 2: Proposals - Proposal 1: The company intends to allocate surplus funds of 104.7854 million yuan from the "Medical Equipment and Biological Testing Reagent Industrialization Project" to enhance liquidity, having already invested 390.2415 million yuan out of the planned 486.6919 million yuan [5] - Proposal 2: The company proposes to abolish the supervisory board and allow the audit committee to assume its responsibilities, with necessary amendments to the articles of association [6][7] - Proposal 3: The company aims to revise and establish certain internal governance systems to align with the latest regulations and improve operational standards [7]

Group 1 - The company has decided to increase the number of board members from 5 to 6, with independent directors increasing from 2 to 3, to enhance corporate governance following the issuance of H shares and listing [1] - Huang Huanyu has been nominated as an independent director candidate, with his term starting from the listing date of H shares until the end of the current board term [1] - The proposed remuneration for the independent director will be determined based on industry characteristics, operational scale, and market salary levels [1] Group 2 - The company plans to establish a nomination committee and adjust the composition of its specialized committees to ensure proper governance after the H share issuance and listing [2] - The new committee structure includes Xu Nan as the chairperson of one committee, while Huang Huanyu will chair another committee, effective from the H share listing date [2] Group 3 - Huang Huanyu does not hold any shares in the company and has no relationships with major shareholders or other board members, meeting all legal qualifications for the position [3] - He has not faced any disqualifications or penalties from regulatory bodies, ensuring compliance with relevant laws and regulations [3]

Core Viewpoint - Hangzhou Guangyun Technology Co., Ltd. is holding its third extraordinary general meeting of shareholders in 2025 to discuss several key proposals, including the cancellation of the supervisory board, adjustments to the board of directors, and the use of remaining funds from the initial public offering to supplement working capital. Group 1: Meeting Procedures and Regulations - Shareholders and their proxies must register 30 minutes before the meeting and present required documents [1][2] - Only eligible attendees, including shareholders, directors, supervisors, and invited personnel, are allowed in the meeting [2] - The meeting will follow a specific agenda for discussion and voting on proposals [2][4] Group 2: Proposals for Shareholder Meeting - Proposal to use remaining funds of RMB 4.9059 million from the initial public offering to permanently supplement working capital, accounting for 23.82% of the total excess funds [4][8] - Proposal to cancel the supervisory board and allow the audit committee of the board of directors to assume its responsibilities [9][10] - Proposal to adjust the number of directors from 7 to 8 by adding one employee director [10] Group 3: Governance and Audit - The company plans to revise its governance structure and related regulations to enhance operational compliance [12] - Proposal to reappoint Lixin Certified Public Accountants as the external auditor for the year 2025, based on their satisfactory performance in the previous year [16][18] - The audit fee for 2024 was RMB 1 million, with a breakdown of RMB 800,000 for financial statement audits and RMB 200,000 for internal control audits [16] Group 4: Board Elections - The company is nominating candidates for the fourth board of directors, including both non-independent and independent directors, with terms starting from the date of election [17][18] - The candidates include individuals with significant experience in technology and finance, ensuring a diverse skill set on the board [19][21][23]

Core Viewpoint - The article outlines the working rules of the Strategic Committee of Shenzhen Demingli Technology Co., Ltd., emphasizing the need for enhanced decision-making processes and governance structures to support the company's strategic development [1][2]. Group 1: General Provisions - The Strategic Committee is established to adapt to the company's strategic development needs and enhance core competitiveness [1]. - The committee is a specialized working body of the board of directors, responsible for researching and proposing suggestions on the company's development strategy and major investment decisions [1]. Group 2: Composition - The Strategic Committee consists of three directors [2]. - Committee members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board [2]. - The chairman of the board serves as the committee's director [2]. Group 3: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on the company's development strategy, major investment plans, capital operations, and other significant matters affecting the company's development [2][3]. - The committee is accountable to the board of directors, and its resolutions must be submitted for board review [2]. Group 4: Decision-Making Procedures - The decision-making process involves the management coordinating relevant departments to prepare feasibility reports or business plans for the committee's review [3][4]. - The committee holds meetings to discuss and make written resolutions, which are then submitted to the board for approval [4]. Group 5: Meeting Rules - The committee holds regular meetings at least once a year and can convene temporary meetings as needed [5]. - Meetings require the presence of at least two-thirds of the members to proceed, and decisions must be approved by a majority [5]. Group 6: Confidentiality and Record-Keeping - Meeting records must be kept for ten years, and all attendees are bound by confidentiality regarding the discussed matters [5]. Group 7: Implementation and Amendments - The working rules take effect upon approval by the board and will be interpreted by the board [6].

Group 1 - The core purpose of the Nomination Committee is to standardize the selection of directors and senior management personnel, optimize the composition of the board, and improve the corporate governance structure of the company [1][2] - The Nomination Committee consists of three directors, including two independent directors, and is responsible for proposing candidates for directors and senior management [3][4] - The committee is chaired by an independent director, elected by a majority of the committee members, and its term aligns with that of the board of directors [2][5] Group 2 - The Nomination Committee is tasked with formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and making recommendations to the board [8][9] - The committee must submit its decisions or recommendations to the board, which must document any reasons for not adopting the committee's suggestions [9][10] - The committee is required to hold at least one meeting annually, with provisions for additional meetings as necessary [12][13] Group 3 - The decision-making process involves researching the company's needs for directors and senior management, gathering candidate information, and conducting thorough evaluations [10][11] - The committee can seek candidates from within the company, its subsidiaries, or the job market, ensuring candidates consent to their nomination [11][12] - Meeting procedures, voting methods, and record-keeping are strictly regulated to ensure transparency and accountability [15][19] Group 4 - The committee may hire external advisors for professional opinions, with costs covered by the company [16] - Confidentiality obligations are imposed on all attendees of the committee meetings regarding discussed matters [20] - The rules and procedures outlined in the guidelines are subject to relevant laws and regulations, and any conflicts will defer to those legal standards [22][25]

Core Viewpoint - The company, Beijing Electronic City High-Tech Group Co., Ltd., has made significant decisions regarding its governance structure, including the cancellation of the supervisory board and the revision of its articles of association, which will be submitted for approval at the upcoming shareholder meeting [50][51][52]. Group 1: Company Overview - The company is referred to as Beijing Electronic City High-Tech Group Co., Ltd. with the stock code 600658 [1]. - The company has confirmed that the content of its reports is accurate and complete, with all board members present during the meetings [1][3]. Group 2: Financial Data and Shareholder Information - The company has not proposed any profit distribution or capital increase plans for the reporting period [2]. - The report includes details on the top ten shareholders and the status of any outstanding bonds [2]. Group 3: Important Resolutions - The board approved the 2025 semi-annual report and its summary with unanimous support [3][4]. - The board also approved the special report on the use of raised funds, the cancellation of unexercised stock options from the 2019 stock option incentive plan, and the reappointment of the accounting firm Tianzhi International [5][7][39][47]. - The company plans to hold the fourth extraordinary general meeting of shareholders on September 16, 2025, to discuss these resolutions [16]. Group 4: Governance Changes - The company will no longer have a supervisory board, with its functions being transferred to the audit committee of the board [50][51]. - The articles of association will be revised accordingly to reflect this change [50][53]. Group 5: Stock Option Plan - The company will cancel a total of 188,667 stock options that were not exercised during the third exercise period of the 2019 stock option incentive plan [30][32]. - The cancellation of these stock options is in compliance with the relevant regulations and will not significantly impact the company's financial status or operational results [32][34].

General Provisions - The company establishes a Board Nomination Committee to improve its governance structure in accordance with relevant laws and regulations [1] - The committee is responsible for researching selection criteria and procedures for directors and senior management, as well as reviewing and recommending qualified candidates [1] Composition of the Committee - The Nomination Committee consists of three directors, with a majority being independent directors [2] - Members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] - The committee has a chairperson who is an independent director, elected from among its members [2] Responsibilities and Authority - The committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management [2] - If the board does not fully adopt the committee's recommendations, it must document the reasons for non-adoption in its resolutions [2] - The committee may hire external advisors for professional opinions, with costs covered by the company [2] Decision-Making Procedures - The committee must research the selection criteria and procedures for directors and senior management based on relevant laws and the company's actual situation [3] - The selection process includes communication with relevant departments, gathering candidate information, and obtaining consent from nominees [3] Meeting Rules - Meetings require a three-day notice to all members, with provisions for urgent meetings [3] - A quorum of two-thirds of the members is needed for meetings, and decisions require a majority vote [3] - Meetings can be held in person or via communication methods, and records must be kept for ten years [3] Confidentiality and Compliance - All attendees of the meetings are bound by confidentiality regarding the discussed matters [4] - The committee's procedures and decisions must comply with relevant laws and the company's articles of association [4] Miscellaneous - Any issues not covered by these rules will follow national laws and the company's articles of association [4] - The board holds the authority to interpret these rules, which take effect upon board approval [4]