Zheng Quan Zhi Xing
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博瑞医药: 关于“博瑞转债”预计满足赎回条件的提示性公告
Zheng Quan Zhi Xing· 2025-09-05 16:13
Group 1 - The company issued 4.65 million convertible bonds with a total value of 465 million RMB, which began trading on January 27, 2022 [1] - The conversion price of the bonds was adjusted from 35.56 RMB to 35.05 RMB on December 6, 2022, due to the company's annual equity distribution [3] - The conversion price will continue to be adjusted based on annual equity distributions, with the next adjustment scheduled for July 2024 [3] Group 2 - The redemption terms allow the company to redeem the bonds if the stock price remains above 130% of the conversion price for at least 15 out of 30 trading days [5] - The company will decide on redemption based on stock performance from August 22 to September 4, 2025, with a potential trigger for the redemption clause [5]
海亮股份: 关于提前赎回海亮转债的第九次提示性公告
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Viewpoint - Zhejiang Hailiang Co., Ltd. has announced the early redemption of its convertible bonds, "Hailiang Convertible Bonds," due to the stock price meeting the necessary conditions for redemption [2][6]. Group 1: Convertible Bond Overview - The total issuance of the convertible bonds is 3.15 billion yuan, with a term of six years [2]. - The initial conversion price was set at 9.83 yuan per share, which has been adjusted multiple times, with the latest adjustment bringing it to 9.20 yuan per share [2][5]. Group 2: Redemption Conditions - The redemption was triggered as the stock price was above 130% of the conversion price for 15 consecutive trading days [6]. - The redemption price is set at 101.710 yuan per bond, which includes accrued interest [7]. Group 3: Redemption Process - The redemption will be executed on September 29, 2025, and the bonds will be delisted from the Shenzhen Stock Exchange after the redemption [8]. - Bondholders must complete the conversion process through their respective securities companies before the deadline to avoid forced redemption [9].
华丽家族: 华丽家族股份有限公司董事会议事规则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Points - The document outlines the rules for the board of directors of Huayi Family Co., Ltd., aiming to standardize decision-making processes and enhance operational efficiency [1][2][3] Board Composition and Authority - The board consists of 8 directors, including 3 independent directors, and may have up to 2 employee directors elected by staff [1][2] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major investments and operational plans [1][2] Special Committees - The board establishes several special committees, including the Audit Committee, Compensation and Assessment Committee, Nomination Committee, and Strategy Committee, with specific rules for their operation [2] Chairman's Powers - The chairman has the authority to propose amendments to the company's articles, manage information disclosure, and oversee the president's work [3][4] Meeting Procedures - The board must hold at least two regular meetings annually, with provisions for calling temporary meetings under specific circumstances [5][6] - Meeting notifications must be sent out in advance, detailing the time, location, and agenda [7][8] Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for abstentions and conflicts of interest [11][12] - The board must adhere strictly to the powers granted by the shareholders and the company's articles [12][29] Record Keeping - Detailed records of meetings, including attendance, discussions, and resolutions, must be maintained for at least ten years [14][13]
华丽家族: 华丽家族股份有限公司董事会薪酬与考核委员会工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Provisions - The purpose of the remuneration and assessment committee is to establish a sound assessment and remuneration management system for the company's directors and senior management, improving corporate governance structure [1] - The committee is a specialized working body under the board of directors, responsible for researching assessment standards and remuneration policies for directors and senior management [1][2] Composition of the Committee - The committee consists of three to five directors, with a majority being independent directors [2] - The chairperson of the committee is an independent director, elected by committee members and approved by the board [2] Responsibilities and Authority - The committee is responsible for formulating assessment standards for directors and senior management, as well as reviewing remuneration policies and plans [3] - The committee must submit stock incentive plans and remuneration plans for directors to the board for approval before implementation [3] Decision-Making Procedures - The committee's working group prepares necessary materials for decision-making, including financial indicators and performance evaluations [4][5] - The assessment process involves self-evaluation by directors and senior management, followed by performance evaluations conducted by the committee [4][5] Meeting Rules - Meetings are convened as needed, with a quorum requiring the presence of more than half of the committee members [5][6] - Decisions are made by majority vote, and meeting records must be kept for ten years [6] Supplementary Provisions - The working rules take effect upon approval by the board and are subject to relevant laws and regulations [6][7] - The interpretation rights of these rules belong to the board of directors [6]
华丽家族: 华丽家族股份有限公司董事会提名委员会工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Provisions - The company establishes a Nomination Committee to regulate the selection of directors and senior management, optimizing the board composition and improving corporate governance [1][2] - The Nomination Committee is a specialized working body under the board, responsible for proposing candidates and selection criteria for directors and senior management [1][2] Composition of the Committee - The Nomination Committee consists of three to five directors, with independent directors making up the majority [2] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] Responsibilities and Authority - The committee is responsible for drafting selection criteria and procedures for directors and senior management, and for reviewing candidates' qualifications [2][3] - The committee must submit its proposals to the board, which must document any reasons for not adopting the committee's recommendations [2][3] Decision-Making Procedures - The committee conducts research on the selection criteria and procedures for directors and senior management, forming resolutions to be submitted to the board [3] - The selection process includes communication with relevant departments, searching for candidates internally and externally, and gathering detailed information on candidates [3] Meeting Rules - The committee meets as needed, with meetings chaired by the chairperson or another independent director if the chairperson is unavailable [3][4] - A quorum requires the presence of more than half of the committee members, and decisions must be approved by a majority [3][4] Record Keeping and Confidentiality - Meeting records must be kept for ten years, and all attendees are bound by confidentiality regarding the discussed matters [4] - The committee has the authority to hire external advisors for professional opinions, with costs covered by the company [4] Miscellaneous - The working rules take effect upon approval by the board and are subject to relevant laws and regulations [4]
华丽家族: 华丽家族股份有限公司董事会审计委员会工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Overview - The audit committee of Huayi Family Co., Ltd. is established to enhance the decision-making function of the board, ensure effective supervision of the management, and improve corporate governance structure [1][2] Composition of the Audit Committee - The audit committee consists of three to five directors, with independent directors making up the majority, and at least one independent director must be a professional in accounting [3][4] - The chairman of the audit committee is an independent director with accounting expertise, elected by committee members and approved by the board [2][3] Responsibilities and Authority - The audit committee exercises the powers of the supervisory board as stipulated in the Company Law, including checking financial statements and supervising the actions of directors and senior management [4][5] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [3][4] - Key decisions, such as the hiring or dismissal of external auditors and the approval of financial reports, require a majority agreement from the committee members before being submitted to the board [3][4] Internal Audit Oversight - The audit committee supervises and evaluates the internal audit work, ensuring the establishment and implementation of internal audit systems [5][6] - The committee must review the internal audit department's annual work plan and report on the progress and quality of internal audits to the board [5][6] Decision-Making Procedures - The internal audit department prepares written materials for the audit committee's decision-making, including financial reports and external audit reports [8][9] - The audit committee meets at least quarterly, with provisions for special meetings as needed, and decisions require a quorum of two-thirds of the members [9][10] Confidentiality and Reporting - All members and attendees of the audit committee meetings are bound by confidentiality regarding the matters discussed [11] - Resolutions passed by the audit committee must be reported in writing to the board [10]
华丽家族: 华丽家族股份有限公司董事会战略发展委员会工作细则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Points - The article outlines the establishment and operational guidelines of the Strategic Development Committee of Huayi Family Co., Ltd. to enhance the company's core competitiveness and improve decision-making processes [2][3] - The committee is responsible for researching and proposing suggestions on the company's long-term development strategies and major investment decisions [3][4] Group 1: General Provisions - The Strategic Development Committee is set up to adapt to the strategic needs of the company and to ensure the effectiveness and quality of major investment decisions [2] - The committee consists of three to five directors, with the chairman of the board serving as the head [3] Group 2: Responsibilities and Authority - The main responsibilities of the committee include researching long-term strategic planning, major investment financing proposals, and other significant matters affecting the company's development [3] - The committee is accountable to the board of directors, and its proposals must be submitted for board review [3][4] Group 3: Decision-Making Procedures - An Investment Review Group is established under the committee, led by the company's president, to prepare for decision-making [4][5] - The committee holds meetings to discuss proposals from the Investment Review Group and submits the results to the board [4][5] Group 4: Meeting Rules - Meetings are to be held with a majority of members present, and decisions require a majority vote [5][6] - The committee may invite external experts for professional opinions if necessary [5][6] Group 5: Miscellaneous Provisions - The guidelines take effect upon approval by the board and are subject to relevant laws and regulations [6][7] - The board retains the right to interpret these guidelines [7]
华丽家族: 华丽家族股份有限公司章程(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [2] - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2] - The company was approved by the Fujian Provincial Government and registered with the Fujian Administration for Industry and Commerce [2][3] - The company completed a merger with Shanghai Huali Family (Group) Co., Ltd. in 2008 and changed its name to Deluxe Family Co., Ltd. [2][3] Company Structure - The company has a total share capital of 1,602,290,000 shares after a non-public offering of 463,214,000 shares in 2013 [3] - The legal representative of the company is the director executing the company's affairs [3] - Shareholders are liable for the company's debts only to the extent of their shareholdings, while the company is liable for its debts with all its assets [3][4] Business Objectives and Scope - The company's business objective is to maximize the interests of shareholders and other stakeholders while achieving sustainable development through quality products and services [4] - The company's business scope includes equity investment management, industrial investment, and investment consulting and management [4] Share Issuance - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [5] - The company has a total of 1,602,290,000 shares, all of which are ordinary shares [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise the company, and transfer their shares [14] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed shares [18] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [21] - Shareholder meetings require a quorum and must follow legal procedures for decision-making [22][24] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting [26] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring more than half of the voting rights and special resolutions requiring two-thirds [78] - The company must ensure that voting rights are exercised fairly, especially for minority shareholders [81] Board of Directors - The board of directors is responsible for the company's operations and must report to the shareholders at the annual meeting [72] - Directors must act in the best interests of the company and its shareholders, and they can be held accountable for damages caused by violations of laws or regulations [16][17]
*ST星光: 董事、高级管理人员离职管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Guangdong Star Development Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of the company and its shareholders [1]. Group 1: General Provisions - The system applies to directors and senior management resigning due to term expiration, resignation, dismissal, or other reasons [1]. - The system is established in accordance with the Company Law of the People's Republic of China and the company's articles of association [1]. Group 2: Resignation Circumstances and Procedures - Directors and senior management can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [3]. - The company must complete the re-election of directors within 60 days of receiving a resignation report to ensure compliance with legal and regulatory requirements [2]. - If a director resigns and the board's composition falls below the legal minimum, the original director must continue to perform their duties until a new director is appointed [2][3]. Group 3: Transfer Procedures and Handling of Unfinished Matters - Resigning directors and senior management must complete all handover procedures within five working days of their official departure, including the transfer of relevant documents and materials [4]. - They are required to cooperate with the company in any follow-up investigations related to significant matters during their tenure [4]. Group 4: Post-Resignation Responsibilities and Obligations - Directors and senior management are restricted from transferring more than 25% of their shares within six months after their term ends, and they cannot transfer shares within six months after resignation [5]. - They must not use their former positions to interfere with the company's operations or harm the interests of the company and its shareholders after leaving [5]. - Confidentiality obligations regarding company trade secrets remain in effect even after resignation [5][6].
*ST星光: 控股子公司管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Points - The document outlines the management system for the subsidiaries of Guangdong Xingguang Development Co., Ltd, aiming to strengthen control and standardize internal operations to protect the rights of the company and its investors [2][3] Group 1: General Principles - The management control over subsidiaries is designed to establish effective control mechanisms for governance structure, assets, and resources, enhancing overall operational efficiency and risk resistance [3][4] - Subsidiaries must align their development strategies with the overall strategic planning of the company and adhere to the company's regulations [4][5] Group 2: Establishment of Subsidiaries - The establishment of subsidiaries must comply with national laws and regulations, align with the company's strategic planning, and prevent blind expansion [5][6] - Any establishment or acquisition of subsidiaries requires investment justification and must follow the approval procedures set by the board of directors [6][7] Group 3: Governance Structure - Subsidiaries operate independently but must adhere to the company's supervision and management [5][6] - The governance structure of subsidiaries should be established in accordance with relevant laws and the company's regulations, including the formation of a board of directors and shareholder meetings [6][7] Group 4: Supervision and Management - The company has the right to audit and review the operations and finances of subsidiaries, providing corrective recommendations as necessary [9][10] - Subsidiaries are required to maintain unified financial management policies and report operational and financial conditions regularly to the company [10][11] Group 5: Information Disclosure - Subsidiaries must report significant events that may impact the company's stock and adhere to the company's information disclosure management practices [11][12] - The heads of subsidiaries are responsible for timely reporting of significant matters to the company's board [11][12]