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罗普特科技集团股份有限公司 第三届董事会第十二次会议决议公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-12-26 03:43
证券代码:688619 证券简称:罗普特 公告编号:2025-059 一、 董事会会议召开情况 罗普特科技集团股份有限公司(以下简称"公司")第三届董事会第十二次会议于2025年12月25日以现场 结合通讯方式召开。本次会议通知及相关材料已通过电子邮件送达公司全体董事。本次董事会应到董事 8人,实到董事8人,会议由公司董事长陈延行先生主持。全体董事一致同意豁免本次董事会提前三日发 出会议通知的时间期限。本次会议参与表决人数及召集、召开程序符合《公司法》和《公司章程》的有 关规定,会议形成的决议合法、有效。 二、董事会会议审议情况 (一)审议通过《关于2026年度对外担保额度预计的议案》 本次对外担保额度预计是基于目前公司及子公司在2026年度日常经营和业务发展需要进行的合理预估, 符合公司及子公司生产经营的需要。所列额度内的被担保对象为公司的全资及控股子公司,公司对其具 有控制权,风险总体可控,不存在损害公司及股东利益特别是中小投资者利益的情形。 具体内容详见公司同日刊登于上海证券交易所网站(www.sse.com.cn)的《罗普特科技集团股份有限公 司关于2026年度对外担保额度预计的公告》。 本议案尚需提 ...
江苏武进不锈股份有限公司第五届董事会第十三次会议决议公告
Shang Hai Zheng Quan Bao· 2025-12-21 19:29
登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码:603878 证券简称:武进不锈 公告编号:2025-060 债券代码:113671 债券简称:武进转债 江苏武进不锈股份有限公司 第五届董事会第十三次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏,并对其内容 的真实性、准确性和完整性承担法律责任。 一、董事会会议召开情况 江苏武进不锈股份有限公司(以下简称"公司")于2025年12月12日以书面送达、电话、电子邮件的方式 向各位董事发出召开第五届董事会第十三次会议的通知,会议于2025年12月19日在公司会议室以现场结 合通讯方式召开并表决。本次会议应参加董事9名,实际参加董事9名,全部以现场方式参加。本次会议 由董事长朱琦女士主持,公司高级管理人员列席了本次会议。本次会议的召集、召开及表决程序符合 《公司法》及《公司章程》的规定。 二、董事会会议审议情况 1、审议通过《关于制定〈信息披露暂缓与豁免事务管理制度〉的议案》 同意制定《信息披露暂缓与豁免事务管理制度》。 具体内容详见公司同日于指定信息披露媒体披露的《江苏武进不锈股份有限公司信息披露暂缓与豁 ...
中证投服中心发函质询、股东大会反对率超四成 ST长园董事、高管薪酬认定议案被否决
Shang Hai Zheng Quan Bao· 2025-12-09 03:24
Core Viewpoint - ST Changyuan has faced three consecutive years of declining profits, with projections indicating a significant loss in 2024, yet the board and executives are seeking salary increases, raising concerns about the alignment of compensation with company performance [1][4]. Group 1: Salary Increases and Company Performance - The total salary for ST Changyuan's board and senior management for 2025 is proposed to be capped at 21.802 million yuan, with the current chairman and former chairman's combined salary not exceeding 5.171 million yuan, indicating a notable increase compared to 14.5537 million yuan in 2024 [2][3]. - The current chairman, Qiao Wenjian, has seen his salary rise significantly, with a cumulative increase of over 300% from 2022 to 2024, while the company's performance has deteriorated from a profit of 674 million yuan in 2022 to a projected loss of 978 million yuan in 2024 [3][4]. - The proposal for salary increases faced internal dissent, particularly from two directors representing the largest shareholder, who opposed the increase citing misalignment with the company's financial struggles and the new chairman's short tenure [2][3]. Group 2: Regulatory Changes and Governance - The China Securities Regulatory Commission (CSRC) issued revised Corporate Governance Guidelines, mandating that executive compensation be linked to company performance, aiming to enhance accountability and align management decisions with long-term goals [1][4][5]. - The new guidelines require companies to establish a compensation management system that aligns executive pay with company performance and personal achievements, promoting sustainable development [4][5]. - The CSRC's revisions also emphasize the need for mechanisms to reclaim or defer executive compensation in cases of poor performance, reinforcing the connection between pay and long-term value creation [5][6]. Group 3: Shareholder Response and Governance Practices - Following the concerns raised by the China Securities Investor Service Center, the proposed salary increase was ultimately rejected at the shareholders' meeting, with significant opposition votes against both the former and current chairman's salary proposals [6]. - The center's actions reflect a broader trend where minority investors are increasingly voicing their concerns regarding executive compensation, advocating for alignment with company performance [6]. - The center aims to enhance corporate governance and protect minority investors' rights, contributing to the overall quality of the capital market [6].
茂硕电源科技股份有限公司第六届董事会2025年第13次临时会议决议公告
Shang Hai Zheng Quan Bao· 2025-12-05 19:10
登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码:002660证券简称:茂硕电源 公告编号:2025-087 茂硕电源科技股份有限公司第六届董事会 2025年第13次临时会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整,没有虚假记载、误导性陈述或重大遗 漏。 一、董事会会议召开情况 茂硕电源科技股份有限公司(以下简称"公司")第六届董事会2025年第13次临时会议通知已于2025年12 月1日以电子邮件等方式送达全体董事。会议于2025年12月4日以现场及通讯表决方式召开。本次会议应 参加董事7名,实际参加董事7名。董事长傅亮先生因行程原因无法现场主持本次现场董事会,经过半数 以上董事推举,本次会议由董事艾静女士主持,会议的召开符合《公司法》和《公司章程》的规定。 二、董事会会议审议情况 1、审议通过《关于购买董事、高级管理人员责任险的议案》 详情请参阅刊登在巨潮资讯网(www.cninfo.com.cn)的《关于购买董事、高级管理人员责任险的公 告》。 (表决结果:公司董事作为责任险的被保险对象,属于利益相关方,公司董事会全体成员回避表决) 本议案直接提交股东会审议。 2、审 ...
奥佳华智能健康科技集团股份有限公司2025年第二次临时股东会决议公告
Shang Hai Zheng Quan Bao· 2025-11-17 19:48
Core Viewpoint - The company held its second extraordinary general meeting of shareholders in 2025, where several key resolutions were passed, including the application for a comprehensive credit limit and the provision of guarantees for subsidiaries [1][3][30]. Meeting Details - The meeting was announced on October 30, 2025, and took place on November 17, 2025, at 14:30 in Xiamen [3][4]. - A total of 171 shareholders and authorized representatives attended, representing 248,580,560 shares, approximately 39.87% of the total shares [7][8]. Voting Results - The following resolutions were approved with significant support: - **Comprehensive Credit Limit for 2026**: 99.60% in favor [10][26]. - **Guarantee for Subsidiaries for 2026**: 99.59% in favor [10][27]. - **Foreign Exchange Hedging Plan for 2026**: 99.64% in favor [11][28]. - **Compensation Management System for Directors and Senior Management**: 99.58% in favor [12][29]. Legal Compliance - The meeting's procedures, including the qualifications of attendees and the voting process, were verified by legal counsel and found to be in compliance with relevant laws and regulations [14][30].
云鼎科技股份有限公司2025年第三季度报告
Shang Hai Zheng Quan Bao· 2025-10-26 18:09
Core Viewpoint - The company, Yunding Technology, is adjusting its expected amount for daily related transactions for the year 2025 based on actual business needs, reflecting a decrease in expected contract amounts but an increase in expected transaction amounts [8][9]. Financial Data - The expected amount for daily related transactions is adjusted to 1,445.02 million yuan, a decrease of 13.06 million yuan from the previous estimate [9]. - The expected transaction amount (revenue and costs) is adjusted to 1,407.44 million yuan, an increase of 81.49 million yuan from the previous estimate [9]. Board Meeting and Approval - The adjustment was approved in the 28th meeting of the 11th Board of Directors on October 24, 2025, with independent directors voting in favor [10][19]. - The proposal will be submitted to the shareholders' meeting for further approval, with related parties required to abstain from voting [10][19]. Related Party Transactions - The daily related transactions include sales of products and services, leasing services, and procurement of goods from related parties [17]. - The pricing for these transactions is based on fair market value, ensuring no harm to the company's interests [18][19]. Shareholder Meeting - A temporary shareholders' meeting is scheduled for November 11, 2025, to discuss the adjustment of related transaction amounts and other matters [23][25]. - The meeting will allow for both on-site and online voting, ensuring participation from all eligible shareholders [26][27].
南京钢铁股份有限公司2025年第二次临时股东会决议公告
Shang Hai Zheng Quan Bao· 2025-09-05 22:00
Group 1 - The core point of the announcement is the resolution of the second extraordinary general meeting of shareholders held by Nanjing Steel Group Co., Ltd. on September 5, 2025, which included the approval of several important amendments to the company's articles of association and rules [1][3][4] - The meeting was convened by the board of directors and conducted through a combination of on-site and online voting, ensuring compliance with relevant laws and regulations [1][3] - All proposed resolutions were passed without any objections, indicating a consensus among shareholders [3][4] Group 2 - The attendance at the meeting included 7 out of 8 current directors, with some participating via Tencent meeting due to other commitments [2] - The meeting included the approval of amendments to the company's articles of association, board meeting rules, and shareholder meeting rules, as well as the establishment of a management system for the departure of directors and senior management [4][5] - The legal proceedings of the meeting were verified by Jiangsu Taihe Law Firm, confirming that all procedures and voting results were lawful and valid [5]
大庆华科: 大庆华科股份有限公司关于召开2025年第一次临时股东大会的提示性公告
Zheng Quan Zhi Xing· 2025-09-04 12:12
Meeting Information - The company will hold its first extraordinary general meeting of shareholders for 2025 on September 9, 2025, at 14:30 [1] - The meeting will utilize both on-site and online voting methods [1][2] - The online voting will be available through the Shenzhen Stock Exchange trading system and the internet voting system from 9:15 to 15:00 on the same day [1][4] Attendance and Voting Rights - All shareholders registered by the close of trading on September 2, 2025, are entitled to attend the meeting and vote [2][3] - Shareholders can appoint proxies to attend and vote on their behalf, and the proxy does not need to be a shareholder of the company [2][3] Agenda Items - The meeting will discuss several proposals, including amendments to the company's "Implementation Rules for Cumulative Voting for Directors" and "Management Measures for the Remuneration and Performance Assessment of Directors and Senior Management" [2][3] - The proposals require a two-thirds majority for approval [2] Registration and Voting Process - Registration for the meeting will take place on September 8, 2025, from 9:00 to 16:00 [4] - Specific procedures for online voting are outlined, including the need for shareholders to adhere to the limits of their voting rights [5][6] Documentation - Relevant documents, including the resolutions from the fifth meeting of the ninth board of directors, will be available for review [4]
诺思兰德: 董事、高级管理人员薪酬管理制度
Zheng Quan Zhi Xing· 2025-09-01 10:11
Core Viewpoint - The company has approved a new compensation management system for its directors and senior management to enhance motivation and operational efficiency, pending shareholder approval [1][2]. Chapter Summaries Chapter 1: General Principles - The purpose of the new compensation management system is to establish an effective incentive and restraint mechanism for the company's directors and senior management, in accordance with relevant laws and regulations [1]. Chapter 2: Compensation Management Structure - The Compensation and Assessment Committee of the Board is responsible for formulating compensation plans and overseeing the performance evaluation of directors and senior management [2]. - The shareholders' meeting will review the compensation assessment system for directors, while the Board will review that for senior management [2]. Chapter 3: Compensation Standards and Payment Methods - Internal directors receive compensation based on their management roles, while external directors receive an annual allowance [3]. - Independent directors receive an annual allowance and are reimbursed for travel and other reasonable expenses incurred while performing their duties [4]. - Senior management compensation consists of a base salary, performance-based pay, and year-end bonuses, with specific criteria for each component [4][5]. - Compensation adjustments for directors and senior management will be based on industry salary trends, inflation, company performance, and other relevant factors [5]. Chapter 4: Supplementary Provisions - In case of conflicts between this system and existing laws or the company's articles of association, the latter will prevail [5]. - The system will take effect upon approval by the shareholders' meeting [5].
统联精密: 深圳市泛海统联精密制造股份有限公司董事、高级管理人员薪酬与考核管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:34
General Principles - The compensation and assessment management system aims to standardize the compensation management for the board of directors and senior management, enhancing operational efficiency and management standards [1] - The system is based on principles such as the unity of social and economic benefits, the combination of labor distribution with responsibilities, rights, and interests, and alignment with the company's annual performance and market compensation levels [1][2] Management Structure - The shareholders' meeting is responsible for reviewing the compensation of directors, while the board of directors is responsible for reviewing the compensation of senior management [2] - The compensation and assessment committee of the board is authorized to formulate compensation standards, plans, and assessment methods for directors and senior management [2] Compensation System - The compensation level for directors is determined by referencing industry standards and the company's actual situation [2][3] - Independent directors receive a maximum pre-tax allowance of 150,000 yuan per year, while non-independent directors not employed by the company do not receive any compensation [2][3] - The fixed salary for employed non-independent directors and senior management consists of a fixed salary and performance-based salary, which is managed according to their actual performance [3][4] Assessment System - Directors undergo annual assessments based on their diligence, capability, and any penalties from regulatory bodies [5] - Senior management's assessment methods change according to their job position changes within the fiscal year [5] Implementation and Amendments - The system is subject to approval by the shareholders' meeting and can be amended as necessary [6] - The system takes effect upon approval by the shareholders' meeting and is interpreted by the compensation and assessment committee of the board [6]