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深 赛 格: 关于补选公司独立董事的公告
Zheng Quan Zhi Xing· 2025-09-04 11:14
证券代码:000058、200058 证券简称:深赛格、深赛格B 公告编号:2025-050 深圳赛格股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚假 记载、误导性陈述或重大遗漏。 深圳赛格股份有限公司(以下简称"公司")于2025年9月4日召开了第八届 董事会第六十次临时会议,审议通过了《关于补选公司独立董事的议案》,现将 相关情况公告如下: 一、独立董事辞职情况 近日,公司收到独立董事麦昊天先生的书面辞职报告。麦昊天先生因连续担 任公司独立董事即将满6年,根据中国证监会《上市公司独立董事管理办法》等 法律法规和公司《独立董事工作制度》关于独立董事任职期限的规定,申请辞去 独立董事及董事会相关专门委员会的职务,辞职后将不再担任公司任何职务。 麦昊天先生辞去独立董事职务,将导致独立董事占董事会成员的比例低于三 分之一,且公司独立董事中缺少会计专业人士,故麦昊天先生的辞职报告将自公 司股东大会选举产生新任独立董事后生效。在此之前,麦昊天先生仍将继续履行 独立董事及其在董事会专门委员会中的职责。 麦昊天先生在公司任职期间恪尽职守、勤勉尽责,公司及董事会对麦昊天先 生的辛勤工作及任期 ...
晶科科技: 关于收到应收国家可再生能源补贴资金情况的自愿性信息披露公告
Zheng Quan Zhi Xing· 2025-09-04 11:14
证券代码:601778 证券简称:晶科科技 公告编号:2025-104 自2025年1月1日至2025年8月31日,公司共收到可再生能源补贴资金8.91亿 元,较上年同期增加248%,占2024年全年收到可再生能源补贴资金的166%;其 中,国家可再生能源补贴资金8.50亿元,较上年同期增加272%,占2024年全年收 到国家可再生能源补贴资金的178%。 二、对公司的影响 上述可再生能源补贴资金的回收将改善公司电站的现金流,对公司未来电站 的运营产生积极影响。可再生能源补贴资金已于电量销售时确认到对应年度的电 费收入,本次回款对公司2025年度损益不会产生重大影响,具体以会计师年度审 计确认后的结果为准。敬请广大投资者注意投资风险。 特此公告。 晶科电力科技股份有限公司董事会 晶科电力科技股份有限公司 关于收到应收国家可再生能源补贴资金情况的 自愿性信息披露公告 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、获取补贴资金的基本情况 项目公司共收到可再生能源补贴资金6.46亿元,其中国家可再生能源补贴资金 ...
海油工程: 海油工程股东会议事规则
Zheng Quan Zhi Xing· 2025-09-04 11:14
Core Points - The company has established rules for the organization and conduct of shareholder meetings to protect the rights of shareholders and creditors, in accordance with relevant laws and regulations [2][4][25] - The rules outline the powers and responsibilities of the shareholder meeting, including the approval of significant transactions, related party transactions, and financial assistance [2][5][17] - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, and can convene temporary meetings under specific circumstances [5][12] Chapter Summaries Chapter 1: General Principles - The rules are designed to ensure the lawful exercise of rights by shareholders and to regulate the organization of shareholder meetings [2] - The board of directors is responsible for organizing meetings and ensuring compliance with legal requirements [2][4] Chapter 2: Convening Shareholder Meetings - The board must convene meetings within specified timeframes and can be prompted by independent directors or shareholders holding more than 10% of shares [8][12] - Legal opinions must be obtained for the validity of the meeting's procedures and outcomes [6][12] Chapter 3: Proposals and Notifications - Proposals must fall within the powers of the shareholder meeting and be clearly defined [10][14] - Notifications for meetings must include essential details such as time, location, and agenda [11][19] Chapter 4: Conducting Shareholder Meetings - Meetings should be held at the company's registered address or another specified location, and can utilize electronic means for participation [21][22] - All shareholders registered by the record date have the right to attend and vote [13][14] Chapter 5: Voting and Resolutions - Resolutions can be ordinary or special, with different voting thresholds required for each type [35][37] - Voting must be conducted in a transparent manner, with results announced promptly [49][51] Chapter 6: Supplementary Provisions - The rules will be implemented upon approval by the shareholder meeting and are subject to interpretation by the board of directors [58][61]
柳化股份: 股东会议事规则(2025年9月修订草案)
Zheng Quan Zhi Xing· 2025-09-04 11:14
General Principles - The rules aim to standardize the operation of the shareholders' meeting of Liuzhou Chemical Co., Ltd. to enhance efficiency and protect shareholders' rights [1][2] - The company must strictly follow laws, regulations, and its articles of association when convening shareholders' meetings [1][2] Convening Shareholders' Meetings - Shareholders' meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [1][2] - Temporary meetings must be convened within two months upon request by independent directors or under specific legal conditions [1][2] Legal Opinions and Notifications - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [2][3] - The board of directors must respond to requests for temporary meetings within ten days and notify shareholders within five days if approved [2][3] Proposals and Notifications - Shareholders holding at least 1% of shares can propose temporary items ten days before the meeting [5][6] - Notifications must include detailed information about proposals and the meeting logistics, ensuring transparency for shareholders [6][7] Attendance and Registration - All shareholders registered by the record date have the right to attend the meeting, and the company cannot refuse attendance [22][23] - Shareholders must complete registration procedures to attend, either in person or through authorized representatives [25][26] Meeting Procedures - The meeting must be held at the company's registered location, and provisions for online participation must be made [30][31] - The chairman of the board or designated representatives will preside over the meeting, ensuring order and adherence to the agenda [33][34] Voting and Resolutions - Voting must be conducted in a transparent manner, with results announced immediately after the meeting [50][52] - Resolutions require a simple majority for ordinary decisions and a two-thirds majority for special resolutions [56] Record Keeping - Meeting minutes must be accurately recorded, detailing attendance, proposals, discussions, and voting outcomes [57][58] - The company must ensure that all records are preserved for at least ten years [58]
海油工程: 海油工程公司章程
Zheng Quan Zhi Xing· 2025-09-04 11:14
Group 1 - The company is named Offshore Oil Engineering Co., Ltd., established on April 18, 2000, and registered in the Tianjin Free Trade Zone [3][4] - The registered capital of the company is RMB 4,421,354,800 [4] - The company operates as a public limited company and is subject to the regulations of the Company Law and Securities Law of the People's Republic of China [3][5] Group 2 - The company's business scope includes construction engineering, design, manufacturing of special equipment, and various oil and gas technology services [6][7] - The company aims to enhance its capabilities in marine oil engineering contracting and improve economic and social benefits for shareholders [5][6] Group 3 - The company has issued a total of 4,421,354,800 shares, all of which are ordinary shares [9] - The shares are issued based on principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same category [8][9] Group 4 - The company has established a governance structure that includes a board of directors and a shareholders' meeting, which are responsible for major decisions and oversight [14][15] - Shareholders have rights to dividends, voting, and participation in company management, as well as obligations to comply with laws and regulations [14][18]
海油工程: 海油工程关联交易管理办法
Zheng Quan Zhi Xing· 2025-09-04 11:14
Core Viewpoint - The article outlines the management measures for related party transactions of CNOOC Engineering Co., Ltd., emphasizing the need for fairness, transparency, and protection of shareholders' rights in such transactions [1][2]. Group 1: General Principles - The purpose of the management measures is to standardize related party transactions, ensuring they are fair and in compliance with relevant laws and regulations [1]. - Related party transactions include various forms of resource or obligation transfers between the company and its related parties [2][3]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those holding more than 5% of shares [3][4]. - Specific criteria are established to identify related legal entities and natural persons, including control relationships and familial ties [4][5]. Group 3: Basic Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, and the protection of non-related shareholders' rights [5][6]. - The company must evaluate the necessity and reasonableness of transactions, ensuring that pricing is based on adequate benchmarks [9][10]. Group 4: Decision-Making and Disclosure Procedures - Major related party transactions require approval from independent directors and must be reviewed by the audit committee [12][13]. - Related directors must abstain from voting on transactions to avoid conflicts of interest [6][7]. Group 5: Specific Transaction Requirements - Transactions exceeding 3 million yuan and accounting for more than 0.5% of the company's net assets must be disclosed [15][16]. - Transactions involving related parties that exceed 30 million yuan and account for over 5% of net assets require shareholder meeting approval [17][18]. Group 6: Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions outlined [19][20]. - Guarantees provided to related parties must also undergo rigorous approval processes to ensure compliance with regulations [22][23]. Group 7: Daily Operations and Reporting - Daily related party transactions must be disclosed in annual and semi-annual reports, with significant changes requiring re-evaluation and approval [28][29]. - The company can estimate annual transaction amounts for daily operations, but must disclose any significant deviations from these estimates [30][31].
海油工程: 海油工程内部问责管理办法
Zheng Quan Zhi Xing· 2025-09-04 11:14
Core Viewpoint - The company has established an internal accountability management system to enhance governance and ensure compliance with securities laws and regulations, aiming to hold directors and senior management accountable for violations that cause significant losses or negative impacts [1][2]. Group 1: Internal Accountability Definition - Internal accountability refers to the responsibility of directors, senior management, and other relevant personnel for actions that violate securities laws or self-regulatory rules, leading to serious losses for the company [2]. - The scope of internal accountability includes directors and senior management of the company and its wholly-owned and controlling subsidiaries [2]. Group 2: Principles of Internal Accountability - The internal accountability system is based on principles of equality, consistency of rights and responsibilities, objectivity, and a combination of accountability and improvement [2]. Group 3: Accountability Matters - Accountability matters include criminal liability for violations of securities laws, administrative penalties by regulatory bodies, and disciplinary actions by stock exchanges [2][3]. - Additional matters include insider trading, unauthorized stock transactions, and any actions deemed necessary for accountability by the shareholders or board of directors [3]. Group 4: Accountability Committee - The company has established an internal accountability committee responsible for handling accountability matters [3]. - The committee is composed of directors and senior management, with the chairman being the company’s chairman [3]. Group 5: Accountability Measures - The company can impose various accountability measures, including warnings, economic penalties, demotions, and other legally permissible actions [4]. - The severity of penalties can be increased based on the gravity of the violation and the impact on the company [4]. Group 6: Accountability Procedures - Upon identifying a violation, the internal accountability committee must initiate the accountability process immediately [5]. - The committee can authorize internal or external entities to investigate and report findings within specified timeframes [6]. Group 7: Reporting and Review - The company must report the implementation and results of internal accountability actions to the Tianjin Securities Regulatory Bureau within thirty working days of the incident [7]. - The accountability committee's decisions must be documented, and members must sign the meeting records for permanent storage [7].
海油工程: 海油工程独立董事工作规则
Zheng Quan Zhi Xing· 2025-09-04 11:14
Core Points - The article outlines the rules and regulations governing the independent directors of CNOOC Engineering Co., Ltd, emphasizing their rights, obligations, and the importance of their independent judgment [1][2][3] Group 1: General Provisions - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Group 2: Qualifications of Independent Directors - Candidates for independent directors must meet specific criteria, including having at least five years of relevant work experience and a good personal reputation without significant misconduct records [5][6] - Individuals with certain disqualifying factors, such as recent legal penalties or conflicts of interest, are prohibited from serving as independent directors [4][6] Group 3: Appointment and Dismissal of Independent Directors - Independent directors are nominated by shareholders holding at least 1% of the company's issued shares and must be elected by the shareholders' meeting [7][8] - The term for independent directors aligns with that of other board members, with a maximum continuous service of six years [7][8] Group 4: Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [9][10] - They have the authority to independently hire external consultants for audits or inquiries and can propose the convening of special meetings [9][10] Group 5: Support and Resources for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [30][31] - Independent directors should receive equal access to information and resources as other board members to ensure informed decision-making [31][32] Group 6: Reporting and Accountability - Independent directors are required to submit annual reports detailing their activities, attendance, and interactions with shareholders [28][29] - The company must disclose any significant issues raised by independent directors during board meetings [11][12]
海油工程: 海油工程董事会议事规则
Zheng Quan Zhi Xing· 2025-09-04 11:14
Group 1 - The purpose of the rules is to standardize the decision-making process and operational procedures of the board of directors of the company, enhancing effective performance and scientific decision-making [2][3] - The board of directors has the authority to formulate company strategies, approve annual financial budgets, and decide on major income distribution plans [3][5] - The board is responsible for guiding and evaluating internal audit work, approving annual audit plans, and ensuring the implementation of risk management and internal control systems [5][6] Group 2 - The chairman of the board has specific responsibilities, including convening meetings, organizing strategic research, and overseeing the internal audit process [5][6] - The board has established specialized committees, such as the remuneration and audit committees, to assist in decision-making and ensure effective governance [6][7] - Regular board meetings are required to be held at least twice a year, with provisions for temporary meetings under specific circumstances [7][8] Group 3 - Proposals for board meetings must be clearly defined and submitted in writing, with a requirement for the chairman to convene a meeting within ten days upon receiving a proposal [8][9] - The board meeting requires a quorum of more than half of the directors to be present for decisions to be valid, and decisions are made based on majority votes [14][15] - Directors must avoid conflicts of interest and are required to abstain from voting on matters where they have a personal interest [16][17] Group 4 - The board must maintain detailed records of meetings, including attendance, agenda, and voting results, which are to be preserved for at least ten years [29][34] - The rules are subject to approval by the shareholders' meeting and can be modified as necessary [20]
星宸科技: 募集资金管理制度(草案)(H股发行上市后适用)
Zheng Quan Zhi Xing· 2025-09-04 11:14
星宸科技股份有限公司 募集资金管理制度 (草案) (H 股发行上市后适用) 第一章 总则 第一条 为规范星宸科技股份有限公司(以下简称"公司")募集资金的 管理和运用,提高募集资金使用效率,根据《中华人民共和国公司法》《中华人 民共和国证券法》《首次公开发行股票注册管理办法》《上市公司证券发行注册 管理办法》《上市公司募集资金监管规则》《深圳证券交易所创业板股票上市规 则》《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运 作》《上市公司募集资金监管规则》《香港联合交易所有限公司证券上市规则》 (以下简称"《香港联交所上市规则》")等有关法律法规及《星宸科技股份有 限公司章程》(以下简称"《公司章程》")的要求,特制定本制度。 第二条 本制度所指募集资金是指公司通过向不特定对象公开发行 A 股 和 H 股证券或者向特定对象发行证券(包括首次公开发行股票、配股、增发、发 行可转换公司债券、分离交易的可转换公司债券、公司债券、权证等)向投资者 募集并用于特定用途的资金,但不包括公司实施股权激励计划募集的资金。 公司在香港证券市场通过发行 H 股募集资金管理按《香港联交所上市规则》 的相关规定执 ...