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海峡股份: 2025年第六次临时股东会议案
Zheng Quan Zhi Xing· 2025-09-02 12:15
Core Points - The company proposes to cancel the supervisory board and transfer its responsibilities to the audit committee under the board of directors to enhance governance structure and decision-making efficiency [1][2] - The company plans to revise its articles of association and meeting rules for shareholders and directors to align with the latest regulations and improve operational standards [2][4][5] - The company has completed the acquisition of 100% equity of China COSCO Shipping Passenger Transport Co., Ltd. and is seeking financing for this acquisition through a combination of self-funding and bank loans [5][6] - The company anticipates an increase in daily related transactions for 2025, adjusting the expected total to 1.235 billion yuan, reflecting the integration of the newly acquired subsidiary [9][10] - The company has outlined a revised investment plan for 2025, with a total investment of 10.143 billion yuan, including new projects and adjustments to existing ones [14] - The company intends to purchase liability insurance for its directors and senior management to enhance risk management and protect their rights [15] Governance Structure - The supervisory board will be abolished, with its functions assumed by the audit committee to streamline governance [1] - The articles of association will be revised to reflect the new governance structure and enhance operational compliance [2] - The rules for shareholder and board meetings will be updated to align with regulatory requirements and improve governance practices [2][4][5] Financial and Investment Plans - The acquisition of China COSCO Shipping Passenger Transport Co., Ltd. was completed for 2.515 billion yuan, with a financing plan involving 1.509 billion yuan in bank loans [5][6] - The expected daily related transactions for 2025 have been adjusted to 1.235 billion yuan, incorporating the newly acquired subsidiary's operations [9][10] - The revised investment plan for 2025 includes 97 projects with a total investment of 10.143 billion yuan, reflecting an increase from the initial plan [14] Risk Management - The company plans to purchase liability insurance for its directors and senior management to strengthen its risk management framework [15]