每经记者｜李少婷 每经编辑｜汤辉 "我们中国人特别强调董事长是一把手，这是错误的。"4月22日，在《卓越董事会 全球最佳实践》的读书会上，北京师范大学公司治理与企业发展研究中心 主任高明华向《每日经济新闻》记者表示，我国公司普遍存在董事会主席身份定位不清的问题，总是越权成为CEO，而董事会主席应善于放手，勇于放弃最 终决策权，他还建议董事长与CEO两个职位分开，而不是兼任。 董事会应当负责战略决策，并对经理层进行监督，独立董事不仅要身份独立还要行为独立……业界积极为公司治理开药方。 "如果说邀请来的独立董事都是哥们、兄弟、朋友，谁还去提反对意见呢？"国务院国资委研究中心原主任、清华大学中国企业研究中心研究员楚序平表示， 董事会是治理体系现代化最核心的制度设计，他提出，应当设立第三方机构，统一选派、评价独立董事，并为独立董事发放薪酬。 图片来源：主办方提供 被误解的董事会：是治理机构，不是管理机构 公司的影响力有多大？楚序平用一个数据勾画出答案的轮廓：2019年时，世界100强跨国公司的进入门槛超过了全球66%的国家和地区的国内生产总值；美 国《福布斯》杂志评选的"2019年最有权力人物排行榜"中，除了6名国家 ...

Core Viewpoint - Independent Non-Executive Directors (INEDs) are essential to corporate governance in Hong Kong IPOs, designed to supervise management, protect minority shareholders, and ensure compliance with regulations [2][10]. Group 1: Definition and Independence Requirements - INEDs are defined as non-executive directors who do not participate in daily management and must meet specific independence criteria set by the Hong Kong Stock Exchange [2][10]. - Independence is a core attribute, with a "reverse test" applied to exclude those who do not meet independence standards, although exemptions are rarely granted [2][10]. Group 2: Core Responsibilities of INEDs - INEDs focus on "supervision" and "advisory" roles, emphasizing checks on management power, protection of minority shareholders, and compliance [3][4]. - They participate in strategic decision-making, providing independent perspectives based on industry experience and professional skills [4]. - INEDs are responsible for overseeing risk management and internal controls to ensure effective risk mitigation [5]. Group 3: Key Committee Roles - INEDs must dominate three core committees: Audit Committee, Nomination Committee, and Remuneration Committee, ensuring their supervisory role is effectively implemented [8]. - The Audit Committee, composed entirely of INEDs, oversees financial reporting, internal controls, and compliance matters [8]. - The Nomination Committee, with a majority of INEDs, is responsible for nominating board candidates and evaluating their performance [8]. - The Remuneration Committee, also led by INEDs, develops compensation policies and ensures alignment with performance [8]. Group 4: Special Requirements for INEDs in IPOs - The Hong Kong Stock Exchange mandates strict requirements for INEDs during the IPO application process to ensure robust corporate governance [10]. - Companies must have at least two INEDs, with a minimum of one-third of the board comprised of INEDs [10]. - INEDs must possess relevant professional experience and complete recognized corporate governance training [10]. Group 5: Summary of Key Points - Independence is fundamental for INEDs, as any conflict of interest may jeopardize their role [11]. - Committees serve as vehicles for INEDs to execute their supervisory responsibilities [11]. - The core focus is on monitoring related party transactions, executive compensation, financial reporting, and internal controls to prevent management abuse [11]. - Professional competence is essential for effective participation in strategic decisions and risk management [11]. - INEDs are legally accountable for any negligence that results in company or shareholder losses [11].

General Provisions - The company aims to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][4] - The company is established as a joint-stock company in accordance with the Company Law and other relevant regulations [2] - The registered capital of the company is 70 million RMB [3] Business Objectives and Scope - The company's business objective is to establish a new operating mechanism through joint investment by shareholders and to promote the Xgimi brand globally [4][5] - The business scope includes software development, technical services, manufacturing of household appliances, and various sales and advertising activities [5] Shares - The company's shares are in the form of stocks, including domestic shares (A-shares) and overseas listed shares (H-shares) [7] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [7][8] - The company has a total of 3,675,000 shares issued, with specific details on the shareholding structure provided [8] Shareholders and Shareholder Meetings - The company recognizes the rights of shareholders to receive dividends, participate in meetings, and supervise the company's operations [16][35] - Shareholders holding more than 10% of shares can request the board to convene a temporary shareholder meeting [30][31] - The company must provide adequate notice for shareholder meetings, including details on the agenda and voting procedures [62][64] Board of Directors and Management - The board of directors is responsible for the overall governance of the company, including the appointment of senior management [19][22] - The company has established an audit committee to oversee financial practices and ensure compliance with regulations [19] Financial Accounting and Auditing - The company is required to maintain a financial accounting system and conduct regular audits to ensure transparency and accountability [4][19] - Profit distribution and financial responsibilities are clearly defined within the company's articles of association [4][19] Amendments to Articles of Association - The articles of association can be amended following the procedures outlined in the document, requiring approval from the shareholders [10][26]

General Provisions - The company aims to establish a modern state-owned enterprise system with Chinese characteristics to protect the rights and interests of stakeholders [1][2] - The company is required to set up a Chinese Communist Party organization to conduct activities that support production and operations [1][2] Company Structure - The company is registered as a joint-stock company in accordance with the Company Law and has a registered capital of RMB 8.3 billion [2][3] - The company was approved by the China Securities Regulatory Commission to issue 40 million shares to the public in April 1998 and was listed on the Shanghai Stock Exchange in May 1998 [2][3] Management and Responsibilities - The legal representative of the company is elected by the board of directors and is responsible for civil activities conducted in the company's name [3][4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with its entire assets [3][4] Business Objectives and Scope - The company's business objective is to adapt to the socialist market economy, utilize domestic and foreign funds, and promote the rational allocation of production factors [4][5] - The company is engaged in real estate development, property management, real estate information consulting, and sales of building materials [4][5] Share Issuance and Management - The company issues shares in the form of stocks, ensuring equal rights for all shares of the same category [5][6] - The company has issued a total of 830,003,232 shares, all of which are ordinary shares [5][6] Shareholder Rights and Obligations - Shareholders have the right to receive dividends, participate in shareholder meetings, supervise the company's operations, and transfer their shares [11][12] - Shareholders must comply with laws and regulations, pay their subscribed capital, and not abuse their rights to harm the company or other shareholders [15][16] Party Organization - The company has established a Party branch to fulfill its responsibilities, including promoting the Party's policies and participating in major decision-making processes [9][10] - The Party organization plays a supervisory role over the company's operations and ensures compliance with laws and regulations [9][10] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [57][58] - Shareholders holding more than 10% of the shares can request the board to convene a temporary meeting [61][62] Transactions and Financial Management - The company must submit significant transactions, such as asset purchases or sales, for shareholder approval if they exceed certain thresholds [53][54] - The company is prohibited from providing financial assistance to acquire its own shares, except under specific circumstances [5][6]

德力西新能源科技股份有限公司 章 程 | | | | 第一章 | 总则 2 | | --- | --- | | 第二章 | 经营宗旨和范围 3 | | 第三章 | 股份 3 | | 第一节 | 股份发行 3 | | 第二节 | 股份增减和回购 4 | | 第三节 | 股份转让 5 | | 第四章 | 股东和股东大会 6 | | 第一节 | 股东 6 | | 第二节 | 股东大会的一般规定 9 | | 第三节 | 股东大会的召集 13 | | 第四节 | 股东大会的提案与通知 14 | | 第五节 | 股东大会的召开 16 | | 第六节 | 股东大会的表决和决议 19 | | 第五章 | 董事会 24 | | 第一节 | 董事 24 | | 第二节 | 独立董事 27 | | 第三节 | 董事会 29 | | 第四节 | 董事会专门委员会 33 | | 第六章 | 总经理及其他高级管理人员 35 | | 第七章 | 监事会 37 | | 第一节 | 监事 37 | | 第二节 | 监事会 37 | | 第八章 | 财务会计制度、利润分配和审计 39 | | 第一节 | 财务会计制度 39 | | 第二节 | ...

珠海格力电器股份有限公司独立董事提名人声明与承诺 提名人珠海格力电器股份有限公司董事会现就提名 张秋生先生为珠海格力电器股份有限公司第十三届董事会 独立董事候选人发表公开声明。被提名人已书面同意作为 珠海格力电器股份有限公司第十三届董事会独立董事候选 人（参见该独立董事候选人声明）。本次提名是在充分了解 被提名人职业、学历、职称、详细的工作经历、全部兼职、 有无重大失信等不良记录等情况后作出的，本提名人认为 被提名人符合相关法律、行政法规、部门规章、规范性文 件和深圳证券交易所业务规则对独立董事候选人任职资格 及独立性的要求，具体声明并承诺如下事项： 一、被提名人已经通过珠海格力电器股份有限公司第 十二届董事会提名委员会或者独立董事专门会议资格审查， 提名人与被提名人不存在利害关系或者其他可能影响独立 履职情形的密切关系。 ☑ 是 □ 否 如否，请详细说明：______________________________ 二、被提名人不存在《中华人民共和国公司法》第一 百四十六条等规定不得担任公司董事的情形。 ☑ 是 □ 否 如否，请详细说明：______________________________ 三、被提 ...