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北巴传媒: 北京巴士传媒股份有限公司关于公司独立董事离任的公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The announcement details the resignation of independent director Lu Chuang from Beijing Bus Media Co., Ltd. due to personal reasons, and the nomination of Hou Shengli as his replacement, pending shareholder approval [1][2]. Group 1: Director Resignation - Lu Chuang submitted his resignation as an independent director and related committee positions, effective upon the election of a new independent director at the upcoming shareholder meeting [1][2]. - Lu Chuang's resignation will result in the number of independent directors falling below one-third of the board members, necessitating a prompt replacement [2][4]. Group 2: Appointment of New Independent Director - The board of directors approved the nomination of Hou Shengli as the independent director candidate during the 15th meeting of the ninth board on September 5, 2025 [3][4]. - Hou Shengli's term will commence upon approval by the shareholder meeting and will last until the current board's term ends [4][5]. - If elected, Hou Shengli will also serve as the chairman of the audit committee and as a member of the nomination, strategy, and compensation committees, with a term aligned with his independent director role [4][5]. Group 3: Candidate Qualifications - Hou Shengli, born in February 1980, holds a master's degree in financial management and has been a partner at Zhongxing Caiguanghua Accounting Firm since 2017 [5]. - He does not hold any shares in the company and has not faced any penalties from regulatory bodies, meeting all legal qualifications to serve as a director [5].
北巴传媒: 北京巴士传媒股份有限公司关于修订《公司章程》及其附件的公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - Beijing Bus Media Co., Ltd. is revising its Articles of Association to eliminate the supervisory board, transferring its powers to the audit committee of the board of directors, in accordance with the updated Company Law and relevant regulations [1][2][3]. Summary by Sections Revision of Articles of Association - The company will no longer establish a supervisory board, with its powers being assumed by the audit committee of the board of directors [1][2]. - The name of the original attachment "Rules for Shareholders' Meeting" will be changed to "Rules for Shareholders' Meeting," with content synchronized with the "Rules for Board Meetings" [1]. Legal Framework - The revisions are made to align with the requirements of the updated Company Law, Securities Law, and other relevant regulations, aiming to protect the rights of the company, shareholders, and creditors [1][2][3]. Responsibilities and Powers - The chairman of the board will serve as the legal representative of the company, with specific provisions regarding the appointment of a new legal representative within 30 days of resignation [2]. - The company will establish a party organization to ensure political leadership and direction, providing necessary conditions for its activities [3][4]. Shareholder Rights and Obligations - Shareholders will have rights to dividends and other forms of profit distribution based on their shareholdings, and they can request to convene or participate in shareholder meetings [13][34]. - Shareholders are obligated to comply with laws and the Articles of Association, and they must pay their subscribed capital [19][40]. Decision-Making Processes - The company will hold annual and extraordinary shareholder meetings, with specific conditions under which extraordinary meetings can be convened [27][50]. - Decisions regarding significant transactions, such as capital increases or external guarantees, must be approved by the board and submitted to the shareholders for approval [25][48]. Compliance and Legal Obligations - The company must adhere to legal and regulatory requirements in its operations, including maintaining transparency in financial dealings and ensuring proper governance [15][20][21].
北巴传媒: 北京巴士传媒股份有限公司关于调整子公司隆瑞三优与公交集团充电业务日常关联交易定价机制的公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The company is adjusting the pricing mechanism for daily related transactions between its subsidiary Longrui Sanyou and the Beijing Public Transport Group due to changes in market conditions and the expiration of the original agreement's basis [1][2][8]. Summary by Sections 1. Background of the Transaction - Longrui Sanyou signed the original agreement with the Beijing Public Transport Group in April 2016, which linked charging service fees to fuel prices. This pricing mechanism is now outdated due to the decline in charging service prices and the expiration of the policy document that supported it [1][2][3]. 2. Details of the New Pricing Mechanism - The new pricing mechanism will adopt a "cost-plus" method, where the charging service fee will be calculated based on total costs divided by annual charging volume, with a profit margin set at 8% based on market research [3][4][6]. - The charging service fee will be reviewed annually by a third-party institution to ensure compliance with market conditions and operational costs [6][7]. 3. Impact on the Company - The adjustment is expected to strengthen the collaboration between the company and the Beijing Public Transport Group, laying a solid foundation for the long-term development of the company's new energy business [2][8]. - The new pricing mechanism aligns with market principles and is not expected to adversely affect the company's financial performance or operational capabilities [8][9]. 4. Approval Process - The transaction has been approved by the company's board and supervisory committee, with the final approval pending from the shareholders' meeting [9].
北巴传媒: 北京巴士传媒股份有限公司关于董事长离任的公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Group 1 - The chairman of Beijing Bus Media Co., Ltd., Yan Guangxing, has submitted his resignation due to work adjustments, effective immediately upon delivery of the resignation to the board [1][2]. - Yan Guangxing's resignation does not affect the minimum number of board members required by law, ensuring the normal operation of the board [2]. - The board has unanimously elected Yan Zhe, the current director and general manager, to act as the interim chairman and head of the board's strategic committee until a new chairman is elected [2][3]. Group 2 - The company will promptly complete the election of a new director and chairman, as well as the supplementary election for the head of the board's strategic committee, in accordance with relevant regulations [3].
恒基达鑫: 章程修订对照表
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The company has revised its articles of association to enhance the protection of the rights and interests of shareholders, employees, and creditors [1][2] - The company is registered as Zhuhai Winbase International Chemical Tank Terminal Co., Ltd. with its address located in Zhuhai [1] - The company’s business scope includes the construction and operation of terminals and storage for liquid chemical products, as well as various transportation and management services [6][8] Group 1 - The chairman of the board serves as the legal representative of the company, and the company must appoint a new legal representative within thirty days if the current one resigns [2] - The company’s assets are divided into equal shares, and shareholders are only liable for the amount they have subscribed [3] - The articles of association become a legally binding document upon effectiveness, governing the rights and obligations between the company and its shareholders [3][4] Group 2 - The company’s operational purpose emphasizes safety, customer satisfaction, environmental protection, and sustainable development [5] - The company’s share issuance follows principles of openness, fairness, and justice, ensuring equal rights for all shareholders [7] - The company has a total of 405 million shares, all of which are ordinary shares [8] Group 3 - The company’s shareholders have specific rights, including profit distribution, participation in meetings, and the ability to request information [14][15] - The company must ensure effective communication channels with shareholders to protect their rights [14] - The company’s board of directors and senior management are required to disclose their shareholdings and any changes in their holdings [12][19]
*ST生物: 南华生物关于筹划以现金方式收购娄底金弘新材料有限公司股权暨增资扩股的公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Group 1 - The company plans to acquire a 43.05% stake in Loudi Jinhong New Materials Co., Ltd. for 48.6249 million yuan and will also increase its capital by 30 million yuan, resulting in a total investment of 78.6249 million yuan [1][2][8] - After the acquisition and capital increase, the company will hold a 55% stake in the target company, gaining control and consolidating it into its financial statements [1][2][8] - The target company's valuation is set at 113.1297 million yuan, with the acquisition price being slightly lower at 112.9539 million yuan [2][7] Group 2 - The target company, Loudi Jinhong New Materials Co., Ltd., specializes in the recycling and reuse of waste power batteries, particularly in the new energy sector [4][5] - The company aims to extend its business into the circular economy sector, aligning with national policies and market demands for battery recycling [12][13] - The acquisition is expected to enhance the company's revenue and profit margins while optimizing its business structure [12][13] Group 3 - The transaction will be financed entirely through the company's own funds, with sufficient liquidity available for the payment [13] - The target company has a stable customer base and holds qualifications that provide tax incentives, which will help reduce operational costs [12][13] - The company has set performance commitments for the target company, including annual revenue targets of no less than 250 million yuan from the acquisition date until the end of 2028 [10][11]
利仁科技: 关于持股5%以上股东暨控股股东、实际控制人的一致行动人减持股份预披露公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The major shareholder and controlling shareholder of Beijing Liren Technology Co., Ltd. plans to reduce its shareholding by up to 2,180,668 shares, representing 3% of the company's total share capital, within three months after the announcement [1][2]. Group 1: Shareholder Information - The shareholder, Beijing Liren Investment Center (Limited Partnership), holds 7.1070% of the company's total share capital, which is classified as "unrestricted circulating shares" [2][3]. - The reduction plan aligns with previously disclosed intentions and commitments by Liren Investment [2][4]. Group 2: Reduction Plan Details - The reduction will occur through centralized bidding or block trading, with a maximum of 1% of the total shares allowed to be sold within any 90-day period via centralized bidding, and a maximum of 2% via block trading [2][3]. - The number of shares to be reduced will be adjusted in case of any corporate actions such as dividend distribution or stock issuance [1][2]. Group 3: Commitments and Compliance - Liren Investment has made commitments regarding share transfer restrictions for 36 months post-listing, ensuring compliance with relevant laws and regulations [3][4]. - As of the announcement date, Liren Investment has not violated any of its commitments [4].
乐通股份: 关于控股股东部分股份解除质押及再质押的公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The announcement details the share pledge and unpledge activities of Zhuhai Letong Chemical Co., Ltd.'s controlling shareholder, Shenzhen Dasheng Asset Management Co., Ltd., and its concerted action party, Shenzhen Youyue Meisheng Enterprise Management Co., Ltd. The total pledged shares exceed 80% of their holdings, indicating a significant financial maneuver that investors should monitor closely [1][5]. Summary by Sections Share Pledge and Unpledge Situation - Shenzhen Dasheng Asset Management has unpledged 10,000,000 shares, which is 4.77% of its holdings, and subsequently pledged the same amount to Wang Ruofei [1]. - As of the announcement date, the total pledged shares by Dasheng Asset and Youyue Meisheng amount to 51,990,000 shares, representing 24.82% of the company's total share capital [2][5]. Financial Data of Controlling Shareholders - Dasheng Asset's total assets as of December 31, 2024, were approximately 289,743.37 million RMB, with total liabilities of 205,889.12 million RMB, resulting in a net profit of -4,341.14 million RMB [5]. - Youyue Meisheng reported total assets of 12,751.24 million RMB and total liabilities of 0, with a net profit of -5.87 million RMB as of December 31, 2024 [5]. Risk Management and Future Actions - The company emphasizes that the share pledge activities will not impact its operational management or governance. Dasheng Asset and Youyue Meisheng have a good credit status and financing channels, ensuring they can meet their financial obligations [5][6]. - The company will continue to monitor the share pledge situation of its controlling shareholders and take necessary actions as per legal requirements [6].
亿帆医药: 关于选举职工代表董事的公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - Yifan Pharmaceutical Co., Ltd. has elected Mr. Zhou Benyu as the employee representative director for the ninth board of directors, ensuring the continuity of the board's operations following the expiration of the eighth board's term [1][2][3]. Group 1: Board Composition - The board of directors consists of six members, including one employee representative director elected by the employee representative assembly [1]. - Mr. Zhou Benyu will join five non-employee representative directors elected by the shareholders to form the ninth board, with a term starting from the approval date of the employee representative assembly [1]. Group 2: Mr. Zhou Benyu's Profile - Mr. Zhou Benyu, born in September 1973, is a senior accountant and economist with over 20 years of experience in the pharmaceutical industry [4]. - He has served as a director of the company since October 2014 and has been the employee representative director since the recent election [4]. - Mr. Zhou holds 391,900 shares of the company and has no conflicts of interest with other major shareholders or board members [4].
瑞鹄模具: 关于持股5%以上股东减持股份的预披露公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - Chery Technology plans to reduce its stake in Ruihu Automotive Mould Co., Ltd. by up to 6.2796 million shares, representing 3% of the company's total share capital, within three months after the announcement [1][2]. Group 1: Shareholder Information - Chery Technology currently holds 12.90% of Ruihu Automotive Mould's total share capital, classified as "unrestricted circulating shares" [1]. - The reduction will be executed through centralized bidding or block trading, with specific limits on the number of shares that can be sold within a 90-day period [2]. Group 2: Reduction Plan Details - The maximum reduction of shares is capped at 3% of the total share capital, with a limit of 2,093,200 shares for centralized bidding and 4,186,400 shares for block trading within any 90-day period [2]. - The reduction plan aligns with previously disclosed intentions and commitments by Chery Technology [5]. Group 3: Compliance and Commitments - Chery Technology has committed to adhere to relevant regulations and will not engage in any share reduction that violates its lock-up commitments made at the time of the company's IPO [2][4]. - The company will follow the applicable laws and regulations regarding share reduction and will fulfill its information disclosure obligations [3][4].