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重大经营与投资决策管理
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申菱环境: 2025-037号 关于召开公司2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-29 17:35
Meeting Information - The company will hold its first extraordinary general meeting of shareholders in 2025 on September 15, 2025, at 15:00 [1] - The meeting will combine on-site voting and online voting through the Shenzhen Stock Exchange trading system [2] Voting Rights - Shareholders registered by the close of trading on September 8, 2025, are entitled to attend the meeting and vote [2] - Shareholders can only choose one voting method: either on-site or online voting [2] Agenda Items - The meeting will review the proposal regarding the completion of fundraising projects and the permanent allocation of surplus funds to working capital [4][11] Registration and Attendance - Shareholders must complete registration procedures by presenting required documents, including identification and authorization letters for proxies [5][6] - Registration must be completed by 17:00 on September 12, 2025 [9] Online Voting Process - Detailed procedures for online voting will be provided, allowing shareholders to express their voting opinions on proposals [7] - Shareholders must authenticate their identity to participate in online voting [7]
众鑫股份: 《重大经营与投资决策管理制度》
Zheng Quan Zhi Xing· 2025-08-29 16:41
Core Points - The article outlines the major operational and investment decision-making management system of Zhejiang Zhongxin Environmental Protection Technology Group Co., Ltd, aiming to ensure scientific, standardized, and transparent decision-making processes while safeguarding the interests of the company and its shareholders [1][2]. Decision Scope - The decision-making matters include asset purchases or sales, external investments, financial assistance, guarantees, leasing assets, asset management, donations, debt restructuring, licensing agreements, R&D project transfers, rights waivers, financing activities, and other operational and investment matters [2]. Decision Authority and Procedures - Approval for operational investment matters must follow the stipulations of the Company Law and other relevant regulations. Certain thresholds require shareholder or board approval, such as transactions involving assets exceeding 50% of the company's total audited assets or net assets exceeding 50 million yuan [3][4][5]. - The general manager can approve contracts up to 40 million yuan, while contracts exceeding this amount require the chairman's consent [8]. Decision Execution and Supervision - The execution of investment decisions must align with the resolutions made by the shareholders' meeting and the board of directors. The responsible business department must create a feasible implementation plan, and the financial department must ensure proper funding allocation [11][12]. - Internal audits will be conducted to monitor the financial status of investment projects, and a public bidding process is mandated for fixed asset investments [11]. Miscellaneous - The management system will be effective upon approval by the shareholders' meeting, and the board of directors is authorized to interpret the system [13].
天新药业: 重大经营与投资决策管理制度
Zheng Quan Zhi Xing· 2025-08-29 16:17
Core Viewpoint - The article outlines the major operational and investment decision management system of Jiangxi Tianxin Pharmaceutical Co., Ltd, emphasizing the need for a scientific, standardized, and transparent decision-making process to protect the interests of the company and its shareholders [3][4]. Summary by Sections General Principles - The system aims to establish a comprehensive decision-making mechanism for significant operational and investment decisions, ensuring compliance with relevant laws and regulations [3]. - The principles of decision-making include scientific democratization, procedural standardization, and effectiveness in industrial investment [3]. Decision-Making Authority and Procedures - The company implements a layered decision-making system involving the shareholders' meeting, board of directors, and general manager, with subsidiaries having limited decision-making authority [3][4]. - Major operational and investment decisions require approval based on specific thresholds related to total asset value, transaction amounts, and profit contributions [3][4][5]. - For decisions exceeding certain financial thresholds, approval from the shareholders' meeting is required, while others may be approved by the board of directors or delegated to the chairman [8][9]. Decision-Making Process - Prior to investment decisions, the responsible business department must conduct market research and provide feasibility analysis for review by the general manager's office [10]. - Factors considered in decision-making include compliance with laws, alignment with company strategy, economic viability, and necessary resources for implementation [11]. Execution and Supervision - The execution of approved investment projects is managed by the responsible business department, with financial departments ensuring proper funding allocation [14]. - Internal audits are conducted to monitor financial performance of investment projects, and public bidding processes are mandated for fixed asset investments [14][15]. Additional Provisions - The system will be effective upon approval by the shareholders' meeting and will be interpreted by the board of directors [11][16].
巨星农牧: 乐山巨星农牧股份有限公司重大经营与投资决策管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the management system for major operational and investment decision-making at Leshan Giant Star Animal Husbandry Co., Ltd, aiming to ensure scientific, standardized, and transparent decision-making processes while safeguarding the interests of the company and its shareholders [3][4]. Group 1: General Principles - The management of major operational and investment decisions must comply with national laws and regulations, align with the company's development strategy, and emphasize the main business operations [3]. - The decision-making process should be rigorous, scientific, and effective in controlling risks [3]. Group 2: Decision Scope - Major operational and investment matters include significant contracts for purchase, sale, or service, asset purchases or sales, and external investments [4]. - The document specifies that certain transactions, such as daily operational contracts, are excluded from this definition [4]. Group 3: Decision Authority and Procedures - Approval authority for contracts varies based on the amount relative to the company's audited net assets, with different thresholds for the general manager, chairman, and board of directors [6][7]. - Specific thresholds for transactions requiring board and shareholder approval are outlined, including asset totals and profit impacts [7][8]. Group 4: Execution and Supervision - The document mandates that decisions approved by the board or shareholders must be implemented effectively, with designated departments responsible for execution and reporting [12]. - Financial oversight and internal audits are required to ensure compliance and assess the financial performance of investment projects [12][13]. Group 5: Legal Responsibilities - Individuals involved in decision-making who cause significant economic losses due to negligence or failure to adhere to the established procedures may face legal consequences [14][15]. - The document emphasizes accountability for providing false feasibility studies or financial evaluations related to investment projects [15]. Group 6: Miscellaneous Provisions - The document states that it will be revised in accordance with national laws and regulations if inconsistencies arise [16]. - The board of directors is responsible for interpreting and amending the management system [16].
佰仁医疗: 佰仁医疗重大经营与投资决策管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-27 14:02
Core Viewpoint - The document outlines the major operational and investment decision-making management system of Beijing Bairen Medical Technology Co., Ltd, aiming to ensure scientific, standardized, and transparent decision-making processes while safeguarding the interests of the company and its shareholders [2][10]. Group 1: General Principles - The system is established to standardize the procedures for major operational and investment decisions, ensuring effective risk prevention and resource allocation [2]. - Major decision-making principles include alignment with the company's development strategy, optimizing resource allocation, and enhancing core competitiveness [2]. Group 2: Decision Scope - Major operational matters include significant purchase and sale contracts, acquisition or disposal of fixed assets, and execution of operational plans set by the board or shareholders [4]. - Investment matters include acquisitions, sales, asset swaps, external investments (excluding low-risk bank financial products), debt restructuring, and signing of licensing agreements [3]. Group 3: Decision Authority and Procedures - The decision-making bodies for major operational and investment decisions include the shareholders' meeting, board of directors, chairman, and general manager [3]. - Certain investment matters require board approval if they meet specific thresholds, such as asset totals exceeding 50% of the company's audited total assets or transaction amounts exceeding 50% of the company's market value [5]. Group 4: Execution and Supervision - Decisions approved by the shareholders' meeting or board must be implemented by the proposing business department, which is responsible for creating a feasible implementation plan [7]. - Internal audits are mandated to ensure compliance with financial and operational standards during the execution of investment projects [7]. Group 5: Legal Responsibilities - Directors who vote in favor of decisions leading to significant economic losses may bear compensation responsibilities according to relevant laws and company regulations [8]. - Project leaders are accountable for any errors or violations during the execution of investment decisions that result in losses to the company [8].
三未信安: 三未信安科技股份有限公司重大经营与投资决策管理制度-2025年8月
Zheng Quan Zhi Xing· 2025-08-21 16:39
Core Points - The article outlines the major operational and investment decision-making management system of Sanwei Xinan Technology Co., Ltd, aiming to ensure scientific, standardized, and transparent decision-making processes [1][2] - The principles of major decision management include alignment with the company's development strategy, rational resource allocation, and fostering core competitiveness [1][2] - The decision-making authority is vested in the shareholders' meeting, board of directors, and the chairman, who make decisions within their respective powers [3][5] Decision Scope - Major operational matters include signing significant purchase and sales contracts, acquiring or disposing of fixed assets, and executing operational plans set by the board or shareholders [2] - Investment matters encompass acquisitions, disposals, asset leasing, technology upgrades, and expansions or renovations of existing operational sites [2] Decision Authority and Procedures - External investment matters require board or shareholders' meeting approval based on the decision authority standards outlined in the company's articles of association [3] - If investment matters do not meet the specified standards, the chairman can approve them based on board authorization [3] Execution and Supervision - Decisions approved by the shareholders' meeting or board must be implemented by the proposing business department, which is responsible for creating a feasible implementation plan [5] - Financial officers must develop funding plans to ensure the smooth execution of investment decisions, and internal audits will be conducted regularly [5] Legal Responsibilities - Directors who vote in favor of decisions that lead to significant economic losses for the company and shareholders may bear compensation responsibilities [6] - Project leaders may face penalties for errors or violations that result in economic losses, and false feasibility reports can lead to similar consequences [6][7] Supplementary Provisions - The management system will be revised in accordance with national laws and regulations, and the board of directors is responsible for its interpretation and amendment [8]
安凯微: 广州安凯微电子股份有限公司重大经营与投资决策管理制度
Zheng Quan Zhi Xing· 2025-08-13 12:19
Core Viewpoint - The document outlines the major operational and investment decision-making management system of Guangzhou Ankai Microelectronics Co., Ltd, aiming to ensure scientific, standardized, and transparent decision-making processes while safeguarding the interests of the company and its shareholders [2][3]. Group 1: General Principles - The management of major operational and investment decisions follows principles of legality, prudence, safety, and effectiveness, focusing on controlling investment risks and emphasizing investment benefits [2]. - The company implements a layered decision-making system involving the shareholders' meeting, board of directors, and general manager, with subsidiaries having no authority to make external investment decisions [2][3]. Group 2: Decision-Making Scope - Major operational and investment matters include asset purchases or sales, external investments (excluding low-risk bank financial products), abandonment of rights, bank loans, and other transactions recognized by the Shanghai Stock Exchange [3][4]. - Investment projects requiring government approval must follow necessary procedures to ensure compliance with national macroeconomic policies [3][4]. Group 3: Decision-Making Procedures - Transactions meeting specific thresholds, such as asset totals exceeding 50% of the company's audited total assets or transaction amounts exceeding 50% of the company's market value, require board approval followed by shareholder approval [5][6]. - The company must provide audited financial reports or evaluation reports for transactions involving equity that meet the shareholder meeting's review standards [7][8]. Group 4: Execution and Supervision - The board of directors must continuously monitor the execution progress and investment effectiveness of major investments, taking timely actions if deviations from planned investments or expected returns occur [12][13]. - The company must ensure that investment projects are executed according to approved plans, with designated departments responsible for implementation and regular reporting to the board [12][13]. Group 5: Legal Responsibilities - Directors involved in decisions that violate laws or regulations, resulting in significant losses to the company, may be held liable for compensation [27][28]. - Project managers or responsible personnel who engage in misconduct during project implementation may face penalties and be required to compensate for losses incurred by the company [14][15].
仙鹤股份: 仙鹤股份有限公司重大经营与投资决策管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-06 11:13
Core Viewpoint - The document outlines the major operational and investment decision-making management system of Xianhe Co., Ltd, emphasizing the need for a scientific, standardized, and transparent decision-making process to protect the interests of the company and its shareholders [1]. Group 1: General Principles - The management system aims to comply with national laws and regulations, align with the company's development strategy, and control risks through strict decision-making procedures [1]. - The company's departments are responsible for undertaking, verifying, implementing, and monitoring major operational decisions, while the management team oversees investment planning and monitoring [1]. Group 2: Decision-Making Scope - Major operational and investment matters covered by this system exclude daily business activities and include significant transactions as defined [2][3]. Group 3: Approval Authority and Procedures - Transactions meeting specific thresholds, such as exceeding 10% of the latest audited total assets or net assets, require board approval and timely disclosure [4]. - Transactions involving asset purchases, external investments, financial assistance, guarantees, and other significant activities are subject to these approval processes [4][5]. Group 4: Disclosure and Reporting - Certain transactions can be exempt from shareholder meeting approval but must still adhere to disclosure obligations [7]. - Transactions involving equity purchases or sales must disclose recent financial reports or asset evaluation reports as per the established guidelines [6][10]. Group 5: Execution and Supervision - The implementation of approved major operational and investment projects must be ensured through designated execution plans and financial arrangements [14]. - The company holds decision-makers accountable for significant economic losses resulting from decision-making errors or breaches of duty [30][31]. Group 6: Additional Provisions - The document specifies that the company must adhere to national laws and regulations, and any inconsistencies with these laws will necessitate revisions to the management system [36][37].
康众医疗: 康众医疗重大经营与投资决策管理制度
Zheng Quan Zhi Xing· 2025-07-16 16:26
Core Points - The document outlines the major operational and investment decision-making management system of Jiangsu Kangzhong Digital Medical Technology Co., Ltd, aiming to ensure scientific, standardized, and transparent decision-making processes while safeguarding the interests of the company and its shareholders [1][2]. Decision Principles - The principles for major operational and investment decisions include legality, prudence, safety, and effectiveness, focusing on controlling investment risks and emphasizing investment returns [1]. Decision Scope - Major operational matters include significant financing, signing major purchase or sales contracts, and the acquisition or disposal of fixed assets [2]. - Investment matters encompass the purchase or sale of assets (excluding daily operational transactions) and external investments (excluding low-risk bank financial products) [2]. Approval Authority - The General Manager's office can decide on matters where the audited total assets do not exceed 10% of the latest audited total assets, or where the audited annual revenue does not exceed 10% or 10 million yuan [4]. - Matters requiring Board approval include those exceeding 10% but less than 50% of the latest audited total assets, or where the audited annual revenue exceeds 10% and is above 1 million yuan but below 5 million yuan [4][5]. Decision Procedures - The decision-making process for major contracts requires the General Manager to report to the Board for contracts exceeding their authority but not reaching shareholder approval thresholds [6]. - For fixed asset purchases, the approval process involves the General Manager, Board, and potentially the shareholders, depending on the amount [6]. Feasibility Studies - Before external investments, project initiators must prepare a feasibility study report, which requires approval from the General Manager and must comply with legal and regulatory requirements [8]. Execution and Supervision - The execution of major operational and investment decisions is the responsibility of the business departments and branches, which must create specific implementation plans [8]. - Financial managers must ensure proper funding allocation for the successful implementation of investment projects [8]. Legal Responsibilities - Directors involved in decision-making that leads to significant losses due to procedural violations may be held liable for damages [9]. - The General Manager's office can impose penalties on members for actions that contradict Board decisions resulting in economic losses [9][10].
大连重工: 重大经营与投资决策管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-23 14:43
Core Points - The document outlines the major operational and investment decision-making management system of Dalian Huari Heavy Industry Group Co., Ltd, aiming to ensure scientific, standardized, and transparent decision-making processes while safeguarding the interests of the company and its shareholders [1][2]. Decision Principles - The principles of major operational and investment decision-making include scientific democratization, standardized procedural behavior, and effectiveness of industrial investment [1]. Decision Scope - Major operational matters include significant purchase and sales contracts, outsourcing of raw materials processing, and other matters defined by the CEO, board of directors, or shareholders [1][2]. - Major investment matters encompass internal investments, external investments, and other significant issues [1][2]. Decision Procedures - For major operational matters, the responsible department must submit relevant documents to the CEO for approval before signing contracts. If significant risks are involved, the CEO must present the matter to the board for discussion [2][3]. - Internal investment matters with a single investment estimate below 10 million yuan (including 10 million yuan) and a cumulative amount within 12 months not exceeding 30 million yuan can be approved by the CEO. Larger amounts require board approval, while amounts exceeding board authority need shareholder approval [4][5]. Execution and Supervision - The execution of major operational and investment decisions must align with the resolutions of the shareholders' meeting, board of directors, and the CEO's office. The proposing department is responsible for implementing the approved decisions [8][9]. - Financial management must ensure proper funding allocation for the investment projects, and internal audits should be conducted regularly to monitor financial expenditures [8][9]. Compliance and Amendments - The management system must comply with national laws, regulations, and the company's articles of association. Any inconsistencies will be resolved in favor of the legal provisions, and the board is responsible for timely amendments [9].