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恒基达鑫: 累积投票制实施细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd. and protect the interests of minority shareholders [1][5] - The cumulative voting system allows shareholders to concentrate their voting rights, with each share having the same number of votes as the number of directors to be elected [1][2] Chapter Summaries Chapter 1: General Provisions - The cumulative voting system is defined as a method where each shareholder's voting rights can be concentrated during the election of directors [1] - The company must indicate the use of the cumulative voting system in the notice for the shareholders' meeting [1] Chapter 2: Election and Voting of Directors - Separate voting methods are established for independent and non-independent directors to ensure compliance with the company's articles of association [2] - The calculation method for cumulative voting rights is based on the number of shares held multiplied by the number of directors to be elected [2] Chapter 3: Election Results - In equal elections, a candidate is elected if they receive more than half of the valid voting shares [3] - In differential elections, candidates must receive more than half of the valid voting shares, and if there are ties, a second round of voting is conducted [3] Chapter 4: Supplementary Provisions - The terms "more than," "less than," and "greater than" do not include the base number, while "including" does [4] - The implementation details will take effect after being approved by the shareholders' meeting and can be revised by the board of directors [5]
*ST生物: 南华生物拟收购股权所涉及娄底新材股东全部权益价值的资产评估报告(卓信大华评报字〔2025〕8923号)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - Nanhua Biological Medicine Co., Ltd. intends to acquire the equity of Loudi Jinhong New Materials Co., Ltd., and an asset valuation report has been prepared to reflect the market value of the total equity of the target company as of the valuation benchmark date of July 31, 2025 [3][4][19]. Group 1: Valuation Purpose and Scope - The purpose of the valuation is to provide a fair reflection of the market value of the total equity of Loudi Jinhong New Materials Co., Ltd. involved in the acquisition by Nanhua Biological Medicine Co., Ltd. [3][14]. - The valuation scope includes all audited assets and related liabilities of Loudi Jinhong New Materials Co., Ltd. as of the valuation benchmark date [4][15]. Group 2: Financial Overview of the Target Company - The total book assets of Loudi Jinhong New Materials Co., Ltd. amount to 200.45 million yuan, with current assets of 42.58 million yuan and non-current assets of 157.87 million yuan [4][15]. - The total liabilities are 113.56 million yuan, consisting of current liabilities of 40.33 million yuan and non-current liabilities of 73.33 million yuan [4][15]. - The net assets are valued at 86.89 million yuan [4][15]. Group 3: Valuation Results - The valuation report indicates that the assessed value of the total assets is 226.69 million yuan, resulting in an increase of 26.24 million yuan, representing a growth rate of 13.09% [4][19]. - The assessed value of the net assets is 113.13 million yuan, with an increase of 26.24 million yuan, reflecting a growth rate of 30.20% [4][19]. Group 4: Valuation Methodology - The valuation methods employed include the asset-based approach and the market approach, with the asset-based approach yielding the final valuation results [4][19]. - The asset-based approach assesses the value based on the balance sheet of the target company, considering both on-balance and identifiable off-balance sheet assets and liabilities [19][24].
恒基达鑫: 募集资金管理办法(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The document outlines the fundraising management measures for Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aiming to standardize the company's operations and protect the rights of investors [2][3] - It emphasizes the importance of proper use and management of raised funds, ensuring they align with the company's business objectives and legal regulations [6][7] Fundraising Overview - The term "raised funds" refers to capital obtained through stock issuance or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2] - The company must establish a special account for raised funds, ensuring that these funds are not mixed with other financial resources [3] Fund Management and Usage - The board of directors is responsible for thoroughly evaluating the feasibility of investment projects funded by raised capital, ensuring they have good market prospects and profitability [3][6] - The company must disclose the actual usage of raised funds accurately and completely, and any significant deviations from the planned investment must be reported promptly [7][8] Fund Usage Restrictions - Raised funds should primarily be used for the company's main business activities and must not be used for high-risk investments or financial assistance to others [6][9] - Any changes in the use of raised funds require board approval and must be disclosed to shareholders [9][10] Monitoring and Reporting - The company is required to maintain detailed records of the usage of raised funds and undergo regular audits to ensure compliance with regulations [14][15] - Independent financial advisors or sponsors must conduct periodic checks on the management and usage of raised funds, reporting any irregularities to the relevant authorities [15][16]
恒基达鑫: 对外投资管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
珠海恒基达鑫国际化工仓储股份有限公司 对外投资管理制度 珠海恒基达鑫国际化工仓储股份有限公 度 珠海恒基达鑫国际化工仓储股份有限公司 对外投资管理制度 第一章 总则 第一条 为规范珠海恒基达鑫国际化工仓储股份有限公司(以下简称 "公司")的对外投资行为,有效控制公司对外投资风险,提高对外投资 效益,根据《中华人民共和国公司法》(以下简称《公司法》)、《中华 人民共和国证券法》(以下简称《证券法》)、《深圳证券交易所股票上 市规则》(以下简称"《股票上市规则》")和公司章程等有关规定,制 订本制度。 第二条 本制度所称对外投资是指公司为获取未来收益而将一定数量 的货币资金、股权、实物、无形资产等作价出资,对外进行各种形式的投 资活动。公司通过收购、出售或其他方式导致公司对外投资资产增加或减 少的行为适用本制度。 第三条 本制度适用于公司及其控股子公司的除风险投资、理财业务外 的一切对外投资行为。 本制度所称风险投资包括证券投资、房地产投资、信托产品投资以及 深圳证券交易所认定的其他投资行为。 第四条 公司对外投资行为必须符合国家有关法律法规及产业政策,符 合公司发展战略,有利于增强公司竞争能力,有利于合理配置公 ...
恒基达鑫: 对外担保管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The company establishes an external guarantee management system to protect investor interests and control operational risks [1][2] - The system outlines the principles and procedures for providing external guarantees, emphasizing legality, prudence, mutual benefit, and safety [2][3] - The board of directors and shareholders' meeting are the highest decision-making bodies for external guarantees, with specific approval processes based on the amount and nature of the guarantees [5][6] Group 1: General Principles - The external guarantee refers to the company providing guarantees, pledges, or collateral for third parties, including subsidiaries [1][2] - The company must manage external guarantees uniformly, requiring board or shareholder approval for any guarantee contracts [1][2] Group 2: Risk Management - Directors and senior management must carefully control debt risks arising from guarantees and bear joint liability for any violations [2][3] - The company should implement necessary measures, such as counter-guarantees, to mitigate risks associated with providing guarantees [2][3] Group 3: Approval Process - The board must assess the creditworthiness of the debtor and analyze the benefits and risks before approving guarantees [3][4] - Guarantees exceeding certain thresholds, such as 10% of the latest audited net assets, require shareholder approval [5][6] Group 4: Information Disclosure - The company must disclose external guarantee information in accordance with relevant regulations, including total guarantee amounts and their impact on net assets [11][12] - Any significant changes in the debtor's ability to repay must be reported promptly [11][12] Group 5: Responsibilities - The company holds individuals accountable for any breaches of the guarantee management system, with potential penalties for unauthorized actions [12][13] - The finance department is responsible for conducting credit investigations and managing guarantee contracts [28][29]
恒基达鑫: 风险投资管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Points - The document outlines the risk investment management system of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd to enhance operational standards and protect the rights of investors [2][3] - The risk investment activities are defined and regulated according to relevant laws and regulations, ensuring compliance and risk control [3][4] Chapter Summaries Chapter 1: General Principles - The purpose of the risk investment management system is to improve the company's operational standards and protect the rights of investors [2] - Risk investments include various types of securities investments, excluding certain specified activities [2] Chapter 2: Principles and Approval Authority - Risk investments must comply with national laws and regulations, focus on risk control, and align with the company's asset structure [3] - The company is prohibited from using raised funds for risk investments and must establish a reasonable approval process [3][4] Chapter 3: Risk Investment Functions and Procedures - The chairman of the board is the primary responsible person for risk investment management, with the investment department coordinating related activities [6][7] - Specific responsibilities are assigned to the investment department, finance department, audit department, and secretary office to ensure effective management and compliance [7][8] Chapter 4: Risk Control - The company must conduct audits and supervision of risk investment products, with independent directors having the authority to inspect investment situations [9] - The audit committee is responsible for overseeing risk investments and ensuring compliance with approved plans [9] Chapter 5: Information Disclosure - The company is required to fulfill information disclosure obligations in accordance with the Shenzhen Stock Exchange's requirements [10] - Specific documents must be submitted to the exchange within two trading days after making investment decisions [10] Chapter 6: Supplementary Provisions - The risk investment management system applies to both the company and its subsidiaries, ensuring that all related activities are compliant with the established regulations [11] - The system will be implemented upon approval by the shareholders' meeting and will be revised as necessary [11]
恒基达鑫: 理财业务管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The document outlines the regulations and procedures for the financial management operations of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, emphasizing the importance of risk control and efficient use of idle funds to enhance company profitability [1][2]. Group 1: Financial Management Principles - The financial management operations are aimed at utilizing idle funds to increase company revenue while ensuring safety and liquidity [1]. - The company must select qualified financial institutions with good credit and financial status for investment management [2][3]. - The financial management operations should not interfere with the company's normal production and investment activities [2]. Group 2: Approval Authority - The decision-making authority for financial management is distributed among the shareholders' meeting, board of directors, chairman, and general manager, with specific monetary thresholds for each [2][3]. - Shareholders' meeting has the highest authority for amounts exceeding 50 million yuan, while the board of directors can approve amounts over 10 million yuan [2]. - The chairman can approve amounts over 5 million yuan, and the general manager can approve amounts up to 5 million yuan [2]. Group 3: Responsibilities and Procedures - The finance department is responsible for proposing financial management plans, conducting risk assessments, and managing the execution of financial operations [3][4]. - The audit department supervises the financial management operations, ensuring compliance with approval processes and monitoring the use of funds [4]. - The operation process includes proposing investment suggestions, obtaining necessary approvals, and ensuring timely recovery of principal and profits upon maturity [4][5]. Group 4: Confidentiality Measures - There are strict confidentiality measures in place for personnel involved in financial management, ensuring that sensitive information is not disclosed without permission [4]. - The audit department oversees the independence of the review and operation personnel to maintain confidentiality [4].
*ST生物: 关于娄底金弘新材料有限公司的审计报告(众环审字[2025]1700094 号)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Company Overview - Loudi Jinhong New Materials Co., Ltd. was established on November 9, 2022, with an initial registered capital of 45 million yuan, which was later increased to 98.4867 million yuan by July 2025 [1] - The company and its subsidiaries primarily engage in the recycling and processing of renewable resources [1] - The ultimate parent company is Hunan Haihong Logistics Group Co., Ltd., with Li Tiexiang as the actual controller [1] Financial Reporting Basis - The financial statements are prepared based on the going concern assumption and in accordance with the accounting standards issued by the Ministry of Finance [2] - The accounting records are maintained on an accrual basis, with historical cost as the measurement basis, except for certain financial instruments [2] Compliance with Accounting Standards - The financial statements prepared by the company comply with the requirements of the accounting standards, accurately reflecting the financial position as of July 31, 2025, and the operational results and cash flows for the periods of January to July 2025 and the year 2024 [2] Important Accounting Policies - The accounting period is divided into annual and interim periods, with the fiscal year running from January 1 to December 31 [2] - The company uses the Chinese yuan as its functional currency for accounting purposes [2] Business Combinations - Business combinations are classified into those under common control and those not under common control, with specific accounting treatments for each type [3][4] - For combinations under common control, assets and liabilities are measured at the book value on the merger date, while for combinations not under common control, the acquisition cost includes the fair value of assets and liabilities on the purchase date [4] Financial Instruments - Financial assets are classified based on the business model and cash flow characteristics, with categories including those measured at amortized cost and those measured at fair value [12][13] - The company recognizes financial assets and liabilities when it becomes a party to the financial instrument contract [12] Inventory Management - Inventory includes raw materials, work in progress, and finished goods, measured at cost or net realizable value [24][25] - The company uses a perpetual inventory system and applies the weighted average method for inventory valuation [25] Non-Current Assets Held for Sale - Non-current assets are classified as held for sale when they are expected to be sold rather than used, and they are measured at the lower of carrying amount and fair value less costs to sell [26][27] Termination of Operations - The company recognizes the results of operations from discontinued segments separately in the income statement, including any impairment losses [28]
乐鑫科技: 乐鑫信息科技(上海)股份有限公司2025年度向特定对象发行A股股票证券募集说明书(注册稿)
Zheng Quan Zhi Xing· 2025-09-05 16:33
Company Overview - Espressif Systems (Shanghai) Co., Ltd. is a fabless integrated circuit design company focused on chip design and development, primarily in the AIoT sector [10][20]. - The company was established in 2019 and is headquartered in Shanghai, China, with a registered capital of 156.70 million yuan [15][16]. Fundraising Details - The company plans to issue A-shares to specific investors, with the total number of shares not exceeding 10% of the total share capital before the issuance [3][4]. - The funds raised, totaling approximately 177.79 million yuan, will be primarily invested in the development and industrialization of AI edge chips based on self-developed RISC-V IP [4][5]. Shareholder Structure - As of June 30, 2025, the top ten shareholders hold a combined 52.15% of the company's shares, with the largest shareholder being Espressif (Hong Kong) Investment Co., Ltd., holding 39.06% [16][17]. - The actual controller of the company is Teo Swee Ann, who has extensive experience in the semiconductor industry [19][18]. Industry Context - The integrated circuit industry is a strategic and foundational sector that supports national economic development and security, with its development level being a core indicator of a country's technological advancement [26]. - The industry is regulated by the Ministry of Industry and Information Technology of the People's Republic of China and is subject to various supportive policies aimed at enhancing innovation and competitiveness [20][21][22]. Investment Risks - The company acknowledges potential risks associated with the implementation of fundraising projects, including organizational and management challenges due to the complexity of simultaneous project execution [7]. - There are also risks related to the expected benefits of the fundraising projects not being realized, influenced by macroeconomic conditions and market demand [8].
京北方: 关于控股股东、实际控制人及一致行动人权益变动触及1%整数倍的公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The announcement details the equity changes involving the controlling shareholder and actual controller of Jingbeifang Information Technology Co., Ltd., specifically regarding the reduction of shares by Yuandao (Wenzhou) Venture Capital Partnership (Limited Partnership) [1][2]. Group 1: Shareholder Changes - Yuandao Investment plans to reduce its holdings by up to 26,000,000 shares, representing a maximum of 3.00% of the total share capital, with a limit of 2% through block trades and 1% through centralized bidding [1]. - As of the recent notification, Yuandao Investment has reduced its holdings by 2,094,611 shares, resulting in a total holding percentage that touches the 1% integer multiple [2]. Group 2: Shareholding Structure - Following the recent equity changes, the combined shareholding of the controlling shareholder, actual controller, and concerted parties is 409,188,835 shares, which is a decrease of 0.47% from previous holdings [3]. - The total share capital before the changes was 411,283,446 shares, with the reduction primarily due to the planned share reduction and passive changes from stock incentive plans [3][4]. Group 3: Compliance and Future Plans - The share reduction is in line with previously disclosed plans and commitments, ensuring compliance with relevant laws and regulations [4]. - The reduction plan has not yet been fully implemented, indicating potential future changes in shareholding [4].