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关联交易决策制度修订
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奥比中光科技集团股份有限公司 第二届董事会第十六次会议决议公告
Group 1 - The company held its 16th meeting of the second board of directors on July 7, 2025, with all 10 directors present, and the meeting was conducted in accordance with legal regulations [2] - The board approved the amendment of the company's articles of association, which included the completion of the second vesting period of the 2022 restricted stock incentive plan, resulting in an increase in total shares from 400,001,000 to 401,099,840 [3][23] - The board also approved amendments to the external investment management system, external guarantee management system, and related party transaction decision-making system [4][6][8] Group 2 - The company announced the implementation results of its share repurchase plan, which was approved on April 8, 2025, allowing for the repurchase of shares at a price not exceeding 97.00 yuan per share, with a total repurchase fund between 20 million and 40 million yuan [14] - As of the announcement date, the company had repurchased a total of 403,622 shares, accounting for 0.10% of the total share capital, with a maximum repurchase price of 53.50 yuan per share and an average price of 49.62 yuan per share [15][16] - The repurchased shares will be stored in a special securities account and will not enjoy voting rights or other shareholder rights until sold [22] Group 3 - The company initiated a lawsuit against Shenzhen Guangjian Technology Co., Ltd. for patent infringement, seeking compensation of 50 million yuan for damages and 250,000 yuan for legal fees, totaling 50.25 million yuan [28][31] - The lawsuit has been accepted by the court but has not yet gone to trial, and the company asserts that this action will not affect its normal operations [29][30]
爱婴室: 关于修订《关联交易决策制度》的公告
Zheng Quan Zhi Xing· 2025-06-06 13:17
Core Viewpoint - The company has revised its related party transaction decision-making system, eliminating the supervisory board and transferring its powers to the audit committee of the board of directors, aiming to enhance corporate governance and operational standardization [1][5]. Summary by Sections Revision of Related Party Transaction Decision-Making System - The company will no longer establish a supervisory board, with its powers being assumed by the audit committee of the board of directors [1]. - The revisions include the removal of provisions related to supervisors and the supervisory board, and the term "shareholders' meeting" has been standardized to "shareholders' assembly" [5]. Definition of Related Parties - The definition of related natural persons has been updated, including shareholders holding more than 5% of shares, directors, and senior management [1][2]. - The criteria for identifying related legal entities or individuals have also been clarified, including those who have had a related party relationship within the past twelve months [2]. Board of Directors' Responsibilities - When reviewing related party transactions, related directors must abstain from voting, and decisions require a majority of non-related directors [3][4]. - If the number of non-related directors present is less than three, the transaction must be submitted to the shareholders' assembly for approval [3]. Approval Thresholds for Related Party Transactions - Transactions with related natural persons exceeding 300,000 yuan and those with related legal entities exceeding 3 million yuan and 0.5% of the latest audited net assets require board approval [5]. - Transactions exceeding 30 million yuan and 5% of the latest audited net assets must be submitted to the shareholders' assembly for approval [5]. Independent Directors' Role - Independent directors and members of the supervisory board must pay special attention to related directors' abstention and express independent opinions on related transactions [5]. - The independent directors' meeting will assess whether certain related transactions harm the company's interests [5]. Other Provisions - The revisions do not include substantial changes to other provisions of the related party transaction decision-making system, and the proposal will be submitted for approval at the shareholders' assembly [5].
滨江集团: 第六届董事会第五十次会议决议公告
Zheng Quan Zhi Xing· 2025-05-29 09:26
Core Viewpoint - The company is undergoing a board restructuring, with new candidates nominated for both non-independent and independent director positions, alongside several governance and financial management proposals to be submitted for shareholder approval [1][2][3]. Group 1: Board Restructuring - The company has proposed the election of non-independent directors, nominating Qi Jinxing and Mo Jianhua for the seventh board, with a term of three years starting from the shareholder meeting approval [1][2]. - A new employee representative director will be added to the board, effective upon election by the employee representative assembly, ensuring that the total number of directors who are also senior management does not exceed half of the board [2]. - The independent director candidates, Jia Shenghua and Yu Yongsheng, have been nominated, with their qualifications pending approval from the Shenzhen Stock Exchange [2][3]. Group 2: Financial Management Proposals - The board approved a proposal to use temporarily idle self-owned funds for entrusted financial management, with a total amount not exceeding the available funds for rolling use [3]. - A revision of the "Fundraising Management Measures" was approved to enhance the management and efficiency of fundraising, in line with updated regulations [4]. - The board also approved revisions to the "Related Party Transaction Decision-Making System" and the "External Guarantee Management System" to ensure compliance with fair and prudent principles in related transactions and to mitigate external guarantee risks [5].