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四川水井坊股份有限公司关于修订《公司章程》的公告
Shang Hai Zheng Quan Bao· 2025-11-21 19:54
Core Viewpoint - Sichuan Shui Jing Fang Co., Ltd. is revising its Articles of Association to comply with relevant laws and regulations, and to better align with the company's actual situation [1][28]. Group 1: Revision of Articles of Association - The company held its 11th Board of Directors' fifth meeting on November 21, 2025, where the proposal to revise the Articles of Association was approved [1][20]. - The revision is based on the Company Law, the Guidelines for Articles of Association of Listed Companies, and the Corporate Governance Standards, among other regulations [1][28]. - Other clauses in the Articles of Association will remain unchanged, with specific details available on the Shanghai Stock Exchange website [2]. Group 2: Shareholder Meeting - The second extraordinary general meeting of shareholders for 2025 is scheduled for December 10, 2025 [4][5]. - The meeting will utilize a combination of on-site and online voting methods [6]. - Shareholders must register for the meeting between December 4 and December 9, 2025 [13]. Group 3: Voting Procedures - Shareholders can vote through the Shanghai Stock Exchange's online voting system during specified trading hours on the day of the meeting [7][11]. - The company will provide reminders to minority investors to ensure their participation [11]. - Multiple accounts held by a shareholder will allow them to aggregate their voting rights across all accounts [12]. Group 4: Board of Directors' Proposals - The board has proposed the nomination of non-independent and independent director candidates, which will be submitted for shareholder approval [20][24]. - The board's resolutions regarding the nominations and the revision of the Articles of Association were passed unanimously [22][25][29].
百济神州: 提名及企业管治委员会章程
Zheng Quan Zhi Xing· 2025-05-28 10:53
Core Points - The Nomination and Corporate Governance Committee of the company is established to identify qualified individuals for board membership and to provide recommendations for nominees at the annual shareholder meetings [6] - The committee is composed entirely of independent directors as per NASDAQ rules, with a minimum of two members [1] - The committee is responsible for reviewing and recommending changes to corporate governance guidelines and conducting annual performance evaluations of the board and its committees [3][6] Group 1: Committee Structure and Meetings - The committee members are appointed annually by the board and can be replaced at any time by the board [1] - Meetings can be held in person or via telecommunication, with a quorum established by a majority of members [2] - The committee chair collaborates with members to set meeting agendas, which should be provided in advance [2] Group 2: Responsibilities and Powers - The committee is tasked with reviewing the appropriateness of its charter annually and advising the board on significant developments in corporate governance [3] - It is responsible for establishing a process for identifying and recommending nominees for the board, including shareholder nominations [4] - The committee evaluates the independence of non-executive directors and oversees the hiring and termination of search firms for board candidates [9] Group 3: Succession Planning and Education - The committee provides recommendations for succession planning for key management positions, including the CEO [5] - It is also responsible for preparing educational materials and courses for directors to assist them in fulfilling their duties [9]