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湖南郴电国际发展股份有限公司 关于解散清算全资孙公司湖南郴电恒源市政工程有限责任公司的公告
Core Viewpoint - The company has decided to dissolve and liquidate its wholly-owned subsidiary, Hunan Chende Hengyuan Municipal Engineering Co., Ltd., to optimize resource allocation and improve operational efficiency [1][3][4]. Group 1: Company Overview - Hunan Chende Hengyuan Municipal Engineering Co., Ltd. was established on September 1, 2021, with a registered capital of 45 million yuan [1]. - The company is located in the Hunan Free Trade Pilot Zone and operates in various municipal engineering sectors, including infrastructure management and construction [1]. Group 2: Reasons for Dissolution - The dissolution is part of a broader strategy to integrate the company's supply, water design, and construction services into a newly established platform company [3]. - The company transferred 100% of its shares in Hengyuan and its holdings in Hunan Hanpeng Construction Engineering Co., Ltd. to the platform company to streamline operations and reduce management costs [3]. Group 3: Impact of Dissolution - After the dissolution, Hengyuan will no longer be included in the company's consolidated financial statements, and its operations will be transferred to the platform company [4]. - The dissolution is expected to have no adverse effects on the company's overall business development or financial status, aligning with the company's operational needs [4]. Group 4: Approval Process - The decision to dissolve Hengyuan was approved unanimously by the company's board of directors during the seventh board meeting held on December 1, 2025 [5][10]. - The board's resolution did not require shareholder approval, and the company will proceed with the necessary legal and administrative steps for the dissolution [5].
丹化科技: 独立董事专门会议工作细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-01 16:08
Core Points - The document outlines the working rules for independent director special meetings at Danhua Chemical Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and stakeholders [1][5] - Independent directors are defined as those who do not hold other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] Group 1 - The company must hold at least one independent director special meeting annually, notifying all independent directors three days in advance [2] - Independent director special meetings can be conducted via written votes, and a temporary meeting can be proposed by more than half of the independent directors [2][3] - A quorum for the meeting requires the presence of more than half of the independent directors, who must personally attend or delegate another independent director if unable to attend [2][3] Group 2 - Certain matters must be discussed and approved by the independent director special meeting before being submitted to the board, including related party transactions and changes to commitments [2][8] - Independent directors have special rights, including hiring external agencies for audits and proposing temporary shareholder meetings [3][4] - The independent director special meeting must document the basic situation of discussed matters, the basis for opinions, and the legality and compliance of the matters [3][4] Group 3 - Independent directors must express their independent opinions during the meeting, which should be clearly stated and recorded [4][5] - The company is responsible for ensuring the meeting is held and providing necessary working conditions and support for independent directors [4][5] - Confidentiality obligations are imposed on attending independent directors regarding the matters discussed in the meeting [4][5]