Zheng Quan Zhi Xing
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晶晨股份: 晶晨股份内部审计制度
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Points - The internal audit system of AmLogic Semiconductor (Shanghai) Co., Ltd. aims to standardize internal audit work, clarify the responsibilities of the audit department and personnel, enhance audit quality, and protect the rights of the company and its investors [1][2]. Group 1: General Principles - The internal audit system is established based on relevant laws and regulations, including the Company Law of the People's Republic of China and the Basic Norms for Internal Control [1]. - The internal audit is defined as the evaluation and supervision of the effectiveness of internal controls and risk management, the authenticity and completeness of financial information, and the efficiency of operational activities [2][3]. Group 2: Internal Audit Organization and Personnel - The audit department is responsible for conducting internal audits and must maintain independence and objectivity, not being under the leadership of the financial management department [6][12]. - The audit committee, composed of independent directors, oversees the audit department and ensures that the internal audit personnel possess relevant professional knowledge and skills [8][9]. Group 3: Responsibilities of the Audit Department - The audit department's main responsibilities include evaluating the integrity and effectiveness of internal controls, auditing financial data, and assisting in establishing anti-fraud mechanisms [5][6]. - The audit department must submit internal audit reports to the audit committee at the end of each fiscal period, reflecting any identified internal control deficiencies [5][6]. Group 4: Audit Procedures - The audit department conducts audits based on business processes and evaluates the design and implementation of internal controls [9][10]. - Audit personnel are required to maintain a rigorous work attitude and report any issues found during the audit process to the board of directors [9][10]. Group 5: Audit Authority - The audit department has the authority to request relevant documents from various departments, investigate audit-related issues, and take necessary temporary measures in case of serious violations of financial regulations [21][22]. - The audit department is responsible for compiling an annual audit work plan and determining audit subjects based on the approved plan [22][23]. Group 6: Establishing Audit Archives - The audit department must establish audit archives for each audit matter and ensure proper management and confidentiality of these records [28][29]. - The retention period for audit work materials is set at three years, and any destruction of these records requires approval from the audit committee or the chairman [30][31].
华鲁恒升: 华鲁恒升董事会议事规则(全文)
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Points - The document outlines the rules and procedures for the board of directors of Shandong Hualu Hengsheng Chemical Co., Ltd, aiming to enhance decision-making efficiency and ensure compliance with relevant laws and regulations [1][2][3] Chapter 1: General Principles - The board of directors is established according to the Company Law and the company's articles of association, managing internal affairs during the period between shareholders' meetings [1][2] - The rules are binding on all directors, including independent directors, the board secretary, and other relevant personnel [1] Chapter 2: Powers of the Board - The board exercises its powers based on laws, regulations, and the company's articles of association, including convening shareholders' meetings, executing resolutions, and deciding on operational plans and investment proposals [2][3] - Major decisions, such as capital changes, mergers, and acquisitions, must be collectively decided by the board [2][3] Chapter 3: Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [8][9] - The election of directors is conducted through cumulative voting, ensuring fair representation [9][10] Chapter 4: Composition and Rules of the Board - The board consists of 11 directors, including 4 independent directors and 1 employee representative [15] - Independent directors must meet specific independence criteria and cannot have significant relationships with the company or its major shareholders [15][16] Chapter 5: Chairman of the Board - The chairman is elected by the board and has specific responsibilities, including presiding over meetings and ensuring the execution of board resolutions [26][28] Chapter 6: Authorization of the Board - The board grants the general manager specific powers for daily operations, with limits on transaction values that can be decided without board approval [30][31] Chapter 7: Board Secretary and Organizational Structure - The board secretary is responsible for preparing meetings, managing documents, and ensuring compliance with information disclosure requirements [50][51]
晶晨股份: 晶晨股份关于制定《员工购房免息借款制度》的公告
Zheng Quan Zhi Xing· 2025-09-05 16:22
本事项不会影响公司正常业务开展及日常资金周转需要,不构成关联交易, 不属于《上海证券交易所科创板股票上市规则》等规定的不得提供财务资助的 情形。本事项在公司董事会审议权限范围内,无需提交股东大会审议。 证券代码:688099 证券简称:晶晨股份 公告编号:2025-058 晶晨半导体(上海)股份有限公司 关于制定《员工购房免息借款制度》的公告 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、准确性和完整性依法承担法律责任。 根据最新的《上海证券交易所科创板股票上市规则》,为员工提供购房免息 借款属于财务资助事项,需上董事会审议。为便捷实际操作,晶晨半导体(上海) 股份有限公司(以下简称"公司")于2025年9月5日召开第三届董事会第二十次 会议审议通过了制定《员工购房免息借款制度》的议案,同意公司使用总额度不 超过人民币3,000万元的自有资金为符合条件的员工提供购房借款,员工的借款 总额在额度范围内可无需董事会逐笔审批,并同时制定《员工购房免息借款制度》。 一、财务资助事项 万元,每年借款总额度限额为人民币 1,000 万元,该额度使用后员工归还的借 款 ...
绿的谐波: 中信证券股份有限公司关于苏州绿的谐波传动科技股份有限公司2025年半年度持续督导跟踪报告
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Viewpoint - The report outlines the continuous supervision and assessment of Suzhou Green Harmonic Drive Technology Co., Ltd. by CITIC Securities, highlighting the company's financial performance, competitive landscape, and potential risks in the precision transmission industry. Continuous Supervision Overview - CITIC Securities has been appointed as the sponsor for the company's A-share issuance and will conduct ongoing supervision until June 30, 2025, including site inspections and reviews of governance and financial management documents [1]. Financial Performance - For the first half of 2025, the company reported a revenue of 251.41 million yuan, a 45.82% increase from 172.41 million yuan in the same period of 2024. The net profit attributable to shareholders was 42.48 million yuan, up 25.09% from 33.96 million yuan [3][4]. - The total assets increased by 5.97% to 3.979 billion yuan compared to the end of 2024 [3]. Market Competition Risks - The company faces intensified competition in the high-end equipment sector, particularly from international giants with strong brand recognition and market influence. This could lead to aggressive competitive strategies against the company as it expands its business [2][3]. Product Iteration Risks - The rapid technological advancements and changing market demands necessitate continuous product upgrades and new technology development. The company must adapt to these changes to maintain its competitive edge, but the long R&D cycles pose a risk if progress does not meet expectations [2][3]. Exchange Rate Fluctuation Risks - The company's overseas transactions are often denominated in foreign currencies, making it vulnerable to exchange rate fluctuations. The lack of hedging measures could negatively impact financial performance if significant currency volatility occurs [2]. Tax Policy Changes Risks - The company currently benefits from a reduced corporate tax rate due to its high-tech enterprise status. Any changes in tax incentives or loss of this status could adversely affect profitability [2]. Core Competitiveness - The company has established itself as a leader in the precision transmission field, with significant advancements in harmonic drive technology and a robust R&D framework. It has developed proprietary technologies that enhance product performance and maintain a competitive edge [4][5][6]. R&D Investment and Progress - R&D expenditures for the first half of 2025 totaled 23.03 million yuan, a decrease of 7.58% from the previous year. The company is focused on developing new high-precision harmonic reducers and integrating advanced technologies into its products [10][11]. Industry Trends - The robotics industry is shifting towards high-quality development, emphasizing service capabilities over product-centric approaches. This trend requires precision transmission companies to enhance their technical support and responsiveness to customer needs [9].
华鲁恒升: 华鲁恒升募集资金管理办法(全文)
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Points - The document outlines the management and usage of funds raised by Shandong Hualu Hengsheng Chemical Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][3] - The company must ensure that raised funds are used specifically for designated purposes, primarily related to its main business operations, and must not engage in financial investments [1][2][3] - The document establishes internal control systems for fund management, including approval processes and risk control measures [2][3][4] Fund Storage - The company is required to store raised funds in a centralized manner to facilitate supervision, using dedicated accounts [9][10] - A tripartite supervision agreement must be established with the underwriter or independent financial advisor and the commercial bank where the funds are stored [11][12] - The company must ensure that funds are not used for purposes outside the approved investment projects [13][14] Fund Usage - The company must strictly adhere to the usage plan outlined in the issuance documents and cannot change the purpose of the funds without proper approval [14][15] - In cases where the investment project cannot be completed on time, the company must report to the exchange and disclose reasons for delays [16][17] - Any changes in the investment project must be approved by the board and disclosed to stakeholders [18][19] Fund Management and Supervision - The company is required to provide accurate and complete disclosures regarding the actual usage of raised funds [33][34] - The underwriter must conduct ongoing supervision and report any irregularities to regulatory authorities [35][36] - The company’s accounting department must maintain detailed records of fund expenditures and project investments [37]
东方电缆: 东方电缆关于董事会完成换届选举及聘任高级管理人员的公告
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Viewpoint - Ningbo Orient Cable Co., Ltd. has completed the election of its seventh board of directors and the appointment of senior management personnel, ensuring compliance with relevant regulations and qualifications for all members [1][2][3]. Group 1: Board Composition - The seventh board of directors consists of 5 non-independent directors and 3 independent directors, with Xia Chongyao as the chairman and Xia Feng as the vice chairman [1][2]. - The board includes members such as Le Junjie, Ke Jun, Chen Hong as non-independent directors, and Yang Liming, Huang Huiqin, Xu Lihua as independent directors, along with employee representative director Qiu Bin [1][2]. Group 2: Board Committees - The board has established several specialized committees, including: - Strategy and ESG Committee: Xia Chongyao (Chair), Yang Liming, Le Junjie - Nomination Committee: Yang Liming (Chair), Xu Lihua, Xia Feng - Audit Committee: Huang Huiqin (Chair), Yang Liming, Xu Lihua - Compensation and Assessment Committee: Xu Lihua (Chair), Huang Huiqin, Chen Hong [2]. Group 3: Senior Management Appointments - The senior management team includes: - President: Xia Feng - Vice Presidents: Le Junjie, Ke Jun, Ruan Wu, Yuan Liyi, Zhou Zewai, Pan Chuzhi, He Xingbo, Song Youzhong - Chief Financial Officer: Ke Jun (also serving as Vice President) - Chief Engineer: Yu Guojun - Chief Investment Officer: Gao Song - Board Secretary: Jiang Xuewei [3][4]. Group 4: Previous Board and Supervisory Committee - The sixth board of directors and supervisory committee have completed their terms, with no new supervisory committee being established; their responsibilities will be assumed by the audit committee of the board [4]. - The company expressed gratitude for the contributions made by the outgoing board and supervisory committee members during their tenure [4].
晶晨股份: 晶晨股份独立董事候选人声明与承诺(田宏)
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Points - The candidate, Tian Hong, has been nominated as an independent director for the third board of directors of Jingchen Semiconductor (Shanghai) Co., Ltd. and confirms his qualifications and independence [1][5][6] Summary by Sections Qualifications and Experience - The candidate possesses basic knowledge of listed company operations and has over five years of relevant work experience in law, economics, accounting, finance, and management [1][2] - The candidate meets the requirements set forth by various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies [1][2] Independence Criteria - The candidate confirms independence by stating he does not fall under several disqualifying conditions, such as holding shares in the company or having significant business relationships with it [2][4] - The candidate has no adverse records, including administrative penalties or criminal charges from the China Securities Regulatory Commission in the last 36 months [4][5] Commitment to Responsibilities - The candidate has undergone a qualification review by the nomination committee of Jingchen Semiconductor and has no conflicting interests that would hinder independent performance [5][6] - The candidate commits to participating in training for independent directors and ensuring compliance with relevant laws and regulations during his tenure [6][7]
必易微: 北京德恒(深圳)律师事务所关于深圳市必易微电子股份有限公司调整2025年限制性股票激励计划首次授予激励对象名单及首次授予相关事项的法律意见
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Viewpoint - The legal opinion from Beijing Deheng (Shenzhen) Law Firm confirms the adjustments to the 2025 Restricted Stock Incentive Plan of Shenzhen Biyi Microelectronics Co., Ltd., including the approval and authorization of the adjusted list of incentive recipients and related matters [1][4][10]. Group 1: Approval and Authorization - The company has completed the necessary legal procedures for the implementation of the incentive plan, including the approval of the draft plan and the authorization from the shareholders' meeting [4][6]. - The board's remuneration and assessment committee verified the relevant matters of the incentive plan and issued related verification opinions [5][10]. Group 2: Adjustments to the Incentive Plan - The adjustment was made due to one incentive recipient's stock trading behavior after being registered as an insider, leading to the cancellation of their qualification for the incentive plan [7][8]. - After the adjustment, the number of recipients for the 2025 incentive plan decreased from 158 to 157, while the total number of shares granted remained unchanged [7][8]. Group 3: Granting Conditions and Details - The granting conditions for the incentive plan have been met, allowing the company to proceed with the stock grants [9][10]. - The company plans to grant 499,000 shares of restricted stock at a price of 19.34 yuan per share to the 157 eligible recipients [10]. Group 4: Legal Compliance - The adjustments and grants comply with relevant laws and regulations, including the Company Law, Securities Law, and the Stock Incentive Management Measures [8][10]. - The company has fulfilled its information disclosure obligations regarding the adjustments and will continue to comply with legal requirements for further disclosures [10].
凯众股份: 公司章程修正案(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:18
Group 1 - The company plans to amend its articles of association in accordance with changes in share capital and registered capital, and will handle the relevant business registration changes [1] - The registered capital of the company is stated to be in Renminbi, with the total number of issued shares being 268,074,568 shares, with no other class of shares [2] - Other provisions of the articles of association remain unchanged aside from the aforementioned amendments [2]
中牧股份: 中牧实业股份有限公司关于行使优先配售权参与认购厦门金达威集团股份有限公司向不特定对象发行可转换公司债券的结果公告
Zheng Quan Zhi Xing· 2025-09-05 16:14
Group 1 - The company exercised its preferential subscription rights to participate in the subscription of Xiamen Jindawei Group Co., Ltd.'s convertible bonds, with a total subscription amount of 24,140.12 million yuan for 2,414,012 bonds at a price of 100 yuan per bond [1][2] - The company received full allocation of the subscribed amount for the convertible bonds, which will be listed for trading on the Shenzhen Stock Exchange starting September 8, 2025 [1] - The company will comply with relevant laws and regulations, including the Securities Law and the Management Measures for Convertible Bonds, and will not reduce its holdings of Jindawei's stocks and convertible bonds within six months from the issuance date [2]