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*ST星光: 董事会秘书工作制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Points - The document outlines the work system for the board secretary of Guangdong Star Development Co., Ltd, aiming to standardize the secretary's behavior and clarify their responsibilities, rights, and obligations [2][3] - The board secretary is a senior management position responsible for communication with regulatory bodies and ensuring compliance with relevant laws and regulations [2][4] - The document specifies the qualifications required for the board secretary, including necessary professional knowledge and ethical standards [5][6] Section Summaries General Provisions - The board secretary is designated as the liaison between the company and regulatory authorities [2] - The company must establish an information disclosure department managed by the board secretary [2][4] Appointment and Dismissal - The board secretary is appointed or dismissed by the board of directors, requiring a qualification certificate from the Shenzhen Stock Exchange [8][9] - The company must report the appointment of the board secretary to regulatory bodies five trading days prior to the meeting [8][9] Responsibilities, Rights, and Obligations - The board secretary is responsible for managing information disclosure, coordinating investor relations, and ensuring compliance with legal and regulatory requirements [7][8] - The board secretary has the authority to participate in board meetings and access company financial information [20][21] Accountability - The document outlines the accountability measures for the board secretary in case of negligence or violations, including potential disciplinary actions [25][26] - The board secretary has the right to defend themselves if they can prove lack of knowledge regarding any violations [26] Miscellaneous Provisions - The document states that the board secretary must maintain confidentiality and undergo training as required by the Shenzhen Stock Exchange [11][12] - The system will take effect upon approval by the board of directors and will be interpreted by the board [28][29]
华丽家族: 华丽家族股份有限公司股东会议事规则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Principles - The rules are established to regulate the behavior of Huayi Family Co., Ltd. and ensure the lawful exercise of shareholder rights in accordance with relevant laws and regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings to ensure shareholders can exercise their rights [1][2] Shareholder Meeting Types - Shareholder meetings are categorized into annual and extraordinary meetings, with annual meetings held within six months after the end of the previous fiscal year [1] - Extraordinary meetings must be convened within two months under specific circumstances, such as insufficient directors or significant losses [1][2] Meeting Procedures - If the company cannot convene a meeting within the specified time, it must report to the China Securities Regulatory Commission and the Shanghai Stock Exchange [2] - Legal opinions must be obtained regarding the legality of the meeting's procedures, participant qualifications, and voting results [2][3] Proposal and Notification - Shareholders holding more than 1% of shares can propose temporary proposals at least ten days before the meeting [6] - The notice for the annual meeting must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [6][7] Voting and Attendance - Shareholders can attend meetings in person or via authorized representatives, and each share carries one voting right [8][9] - The voting process must be clearly outlined in the meeting notice, including the timing for online voting [8][9] Meeting Conduct - The chairman of the board presides over the meeting, and if they are unable to do so, a director elected by a majority will take over [11] - The meeting must be conducted in a manner that ensures order, and any disruptions must be addressed promptly [11][12] Record Keeping and Disclosure - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [16][17] - Resolutions passed at the meeting must be announced promptly, including details of the voting results and any special notes if proposals are not approved [16][17] Legal Compliance - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can seek legal recourse within 60 days of the resolution [17][18] - The company must comply with information disclosure obligations following any court rulings related to shareholder meetings [18]
*ST星光: 分红管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:13
第一章 总则 第一条 为进一步规范广东星光发展股份有限公司(以下简称"公司")分 红行为,推动公司建立科学、持续、稳定的分红机制,保护中小投资者合法权益, 根据中国证券监督管理委员会《上市公司监管指引第 3 号——上市公司现金分 红》、《关于进一步落实上市公司分红相关规定的通知》(证监发[2012]37 号)、 《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》以 及《公司章程》的有关规定,结合公司实际情况,制定本制度。 第二章 现金分红政策 (2025 年 9 月) 广东星光发展股份有限公司 目 录 分红管理制度 | 第一章 | 总则 ·····································································1 | | --- | --- | | 第二章 | ·························································1 现金分红政策 | | 第三章 | 股东回报规划 ··················································· ...
凯众股份: 上海东方华银律师事务所关于上海凯众材料科技股份有限公司回购并注销部分2023年和2024年限制性股票及注销部分2024年股票期权之法律意见书
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Viewpoint - The legal opinion letter from Shanghai Dongfang Huayin Law Firm confirms that Shanghai Kaizhong Materials Technology Co., Ltd. has obtained the necessary approvals and authorizations for the repurchase and cancellation of certain restricted stocks and stock options for 2023 and 2024, in compliance with relevant laws and regulations [2][11][14]. Group 1: Legal Framework and Compliance - The law firm has verified that Kaizhong Materials is a legally established and validly existing listed company, with no circumstances requiring termination, dissolution, or liquidation as per the Company Law and relevant regulations [2][4]. - The company has provided all necessary original documents and statements, ensuring their authenticity and compliance, which the law firm has thoroughly verified [2][3]. Group 2: Stock Incentive Plans - The 2023 restricted stock incentive plan has been approved, allowing the company to grant 430,020 shares of restricted stock to four incentive objects at a price of 8.23 yuan per share [5][6]. - The 2024 stock option and restricted stock incentive plan has also been approved, with 29 individuals receiving 3.402 million stock options at an exercise price of 14.52 yuan per option, and three individuals receiving 1.386 million restricted stocks at a price of 7.09 yuan per share [8][10]. Group 3: Repurchase and Cancellation Details - The company plans to repurchase and cancel 166,600 shares of restricted stock at an adjusted price of 3.69 yuan per share, and to cancel 2,367,680 stock options at an adjusted exercise price of 10.12 yuan per option [10][12][13]. - The repurchase and cancellation are based on the failure to meet performance targets for the respective incentive plans, necessitating the cancellation of unvested stocks and unexercised options [11][12]. Group 4: Conclusion and Next Steps - The law firm concludes that the repurchase and cancellation of stocks and options have met all necessary legal requirements and that the company must fulfill its disclosure obligations and complete the necessary registration procedures [14].
*ST星光: 内部审计制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Viewpoint - The internal audit system of Guangdong Star Development Co., Ltd. aims to enhance governance and ensure compliance with laws and regulations while promoting operational efficiency and safeguarding assets [1][2]. Group 1: General Principles - The internal audit system is established in accordance with the Audit Law of the People's Republic of China and relevant regulations [1]. - The system applies to the company and its wholly-owned and controlled subsidiaries [1]. - Internal audit is defined as an independent and objective evaluation of financial activities, internal controls, and risk management [1]. Group 2: Organizational Structure and Personnel - The company has established a dedicated internal audit department under the leadership of the audit committee of the board of directors [2]. - The internal audit department must maintain independence and not be under the financial department's leadership [2]. - All internal departments and subsidiaries are required to cooperate with the internal audit department [2]. Group 3: Responsibilities and Requirements - The internal audit department is responsible for evaluating the completeness and effectiveness of internal control systems [9]. - It conducts audits on the legality and compliance of financial and economic activities, including financial reports and disclosures [9]. - The department must report to the board or audit committee at least quarterly on audit plans and findings [9]. Group 4: Audit Authority - The internal audit department has the authority to request relevant documents and data from audited units [3]. - It can inspect financial records, conduct on-site investigations, and participate in relevant meetings [3][4]. - The department can report serious violations and recommend corrective actions [4]. Group 5: Specific Implementation - Internal audits should cover all business activities related to financial reporting and information disclosure [5]. - Audit evidence must be sufficient, relevant, and reliable, with clear documentation [5]. - The internal audit department must evaluate the effectiveness of internal controls at least annually [18]. Group 6: Focus Areas for Audits - The internal audit department focuses on significant events such as fundraising, related transactions, and asset purchases [11][12]. - It must ensure compliance with approval procedures for external guarantees and related transactions [9][10]. - The department is tasked with auditing the use of raised funds and ensuring they are managed according to regulations [10][11]. Group 7: Supervision and Management - The company should establish mechanisms to incentivize and evaluate the performance of internal audit personnel [28]. - Any significant issues identified in internal audits must be addressed according to regulations [28]. - The internal audit system is subject to revision and interpretation by the board of directors [29][30].
*ST星光: 募集资金管理办法(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Viewpoint - The document outlines the fundraising management measures of Guangdong Star Development Co., Ltd., aiming to standardize the management of raised funds, improve their utilization efficiency, and protect investors' interests [2][3]. Group 1: General Principles - The company establishes these measures based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The term "raised funds" includes funds from initial public offerings, follow-on offerings, and convertible bonds, as well as private placements for specific purposes [2]. Group 2: Fund Management and Oversight - The board of directors must establish internal control systems for the storage, use, and management of raised funds, detailing storage, usage, changes, supervision, and accountability [3]. - Directors and senior management are required to ensure the proper use of raised funds and prevent unauthorized changes in their usage [3]. - Major shareholders and actual controllers are prohibited from misappropriating or occupying the company's raised funds [3]. Group 3: Fund Storage - The company must set up dedicated accounts at reputable banks for storing raised funds, with the number of accounts not exceeding the number of investment projects [4]. - A tripartite supervision agreement must be signed with the underwriter and the bank within one month of the funds being in place [4]. Group 4: Fund Usage - Raised funds should primarily be used for the company's main business, and financial investments or loans are strictly prohibited [6][7]. - The company must disclose the actual usage of raised funds accurately and completely, with regular reports to the board [7][8]. Group 5: Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed to the Shenzhen Stock Exchange [13][14]. - If a project is terminated or funds remain after project completion, the company must follow specific procedures to reallocate those funds [16][17]. Group 6: Supervision and Accountability - The accounting department must maintain detailed records of fund usage, and internal audits should occur quarterly [36]. - Any violations in fund usage leading to losses will result in legal accountability for responsible personnel [40].
恒烁股份: 国元证券股份有限公司关于恒烁半导体(合肥)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 16:13
Core Viewpoint - The report outlines the ongoing supervision and performance of Hengshuo Semiconductor (Hefei) Co., Ltd. during its initial public offering and subsequent listing on the Sci-Tech Innovation Board, highlighting the company's financial performance, risks, and governance practices [1][2][3]. Group 1: Continuous Supervision Work - The sponsor has established and effectively implemented a continuous supervision work system and plan [1]. - A continuous supervision agreement has been signed with Hengshuo Semiconductor, clarifying the rights and obligations of both parties during the supervision period [1][2]. - The sponsor has conducted regular communication, site visits, and due diligence to understand the business situation of Hengshuo Semiconductor [3][4]. Group 2: Financial Performance - For the first half of 2025, the company reported operating revenue of 174.28 million yuan, a decrease of 1.79% year-on-year [22]. - The net profit attributable to shareholders was -70.78 million yuan, with a net profit excluding non-recurring gains and losses of -77.26 million yuan [22][23]. - The company has recognized inventory impairment provisions of 33.30 million yuan due to cautious assessment of inventory marketability [22][23]. Group 3: Risks - The company faces performance fluctuation risks due to intense market competition and low sales prices, which have led to a decline in gross profit margins [13][14]. - There are core competitiveness risks associated with the high technical requirements and long R&D cycles for NOR Flash and MCU chips, which may lead to unsuccessful product development [14][15]. - The company operates under a Fabless model, relying heavily on a limited number of suppliers, which poses operational risks if supplier relationships deteriorate [16][17]. Group 4: R&D and Innovation - The company maintains a high R&D investment, with R&D expenses accounting for 24.58% of operating revenue, amounting to 42.83 million yuan in the first half of 2025 [25][26]. - The company has made significant progress in developing core technologies and has a robust patent portfolio, with 112 invention patents and 187 total patents [27]. - Continuous R&D efforts are aimed at enhancing product competitiveness and expanding into new markets, particularly in high-end applications [25][26]. Group 5: Governance and Compliance - The company has established effective internal control systems and governance practices, ensuring compliance with relevant laws and regulations [5][6]. - There have been no significant violations or compliance issues reported during the supervision period [19][20]. - The company has received recognition as a high-tech enterprise, which may provide tax benefits and support for its R&D activities [19][20].
*ST星光: 独立董事工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:13
General Principles - The purpose of the guidelines is to improve the governance structure of Guangdong Xingguang Development Co., Ltd. and to ensure the effective functioning of independent directors, thereby protecting the legal rights of the company and its shareholders, especially minority shareholders [2][3] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [3][4] Qualifications and Independence of Independent Directors - Independent directors must meet specific qualifications, including having at least five years of relevant work experience and maintaining independence from the company and its major shareholders [4][5] - The company is required to have two independent directors, one of whom must be a professional in accounting [5][6] Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board of directors or shareholders holding more than 1% of the company's issued shares, and must be elected by the shareholders' meeting [6][7] - The election of independent directors will follow a cumulative voting system, ensuring that the voting results for minority shareholders are counted separately [7][8] 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 [8][9] - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of temporary shareholders' meetings [9][10] Support for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their responsibilities, including timely access to relevant information [14][15] - Independent directors are entitled to equal rights to information as other board members and should be kept informed about the company's operational status [14][15] Reporting and Accountability - Independent directors are required to submit annual reports detailing their activities, including attendance at meetings and interactions with minority shareholders [12][13] - The company must disclose any related party transactions and ensure that independent directors can report any obstacles they encounter in performing their duties [14][15]
*ST星光: 投资者投诉处理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:13
第三条 公司向投资者公开投诉受理渠道包括:电话、信函、传真、电子邮 件或来访等,以及证券监督管理机构和其他部门单位转办的投诉,以保证投资者 可以通过任何一种可供选择的联系方式向公司提出投诉并得到有效处理和反馈。 第四条 公司依法承担投资者投诉处理的首要责任,依法、及时、就地解决 问题,切实保护投资者合法权益。 第二章 工作机制与人员安排 广东星光发展股份有限公司 投资者投诉处理制度 (2025 年 9 月) 第一章 总则 第一条 广东星光发展股份有限公司(以下简称"公司")为进一步规范投 资者投诉处理工作,健全投资者投诉处理机制,切实保护投资者合法权益,维护 公司信誉,依据《中华人民共和国公司法》《中华人民共和国证券法》《上市公 司与投资者关系管理工作指引》以及《广东星光发展股份有限公司章程》(以下 简称"公司章程")等有关法律法规及规章制度,制定本制度。 第二条 本制度适用于公司处理投资者涉及证券市场信息披露、公司治理、 投资者权益保护等相关的投诉事项。公司客户、员工及其他相关主体对公司产品 或服务质量、民事合同或劳资纠纷、专利、环保等生产经营相关问题的投诉不属 于本制度范围。 第五条 投资者投诉处理工作为 ...
芯动联科: 中信建投证券股份有限公司关于安徽芯动联科微系统股份有限公司2025年半年度持续督导跟踪报告
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Viewpoint - Anhui Xindong Link Micro System Co., Ltd. has successfully completed its initial public offering (IPO) on the Sci-Tech Innovation Board, raising a total of RMB 147.63 million with a net amount of RMB 135.44 million after deducting issuance costs [1] Group 1: IPO Details - The company issued 55.21 million shares at a price of RMB 26.74 per share, with a par value of RMB 1.00 per share [1] - The IPO was approved by the China Securities Regulatory Commission (CSRC) under document number "Zheng Jian Xu Ke [2023] 1012" [1] - The shares were listed on the Shanghai Stock Exchange on June 30, 2023 [1] Group 2: Continuous Supervision - The sponsor, CITIC Securities, has established and effectively executed a continuous supervision work plan in accordance with CSRC regulations [2] - During the supervision period, the company did not encounter any violations or breaches of commitments [2][4] - The sponsor conducted regular communication, site visits, and due diligence to monitor the company's operations [2][3] Group 3: Financial Performance - For the first half of 2025, the company reported operating revenue of RMB 253.13 million, an increase of 84.34% compared to the same period in 2024 [9] - The net profit attributable to shareholders reached RMB 147.52 million, reflecting a growth of 210.65% year-on-year [9] - The company's total assets as of June 30, 2025, were RMB 2.46 billion, a 3.28% increase from the end of 2024 [9] Group 4: Core Competitiveness - The company possesses core technologies in MEMS inertial sensor chip design, MEMS process development, and packaging/testing standards, with proprietary intellectual property rights [10] - The company has established a stable cooperative relationship with multiple wafer manufacturers and packaging vendors, enhancing its production capabilities [11] - As of June 30, 2025, the company had 98 R&D personnel, accounting for 44.95% of its total workforce, with a significant portion holding master's or doctoral degrees [11] Group 5: Use of Raised Funds - The company raised a total of RMB 147.63 million from the IPO, with a net amount of RMB 135.44 million after deducting issuance costs [12] - As of June 30, 2025, the balance of the raised funds was RMB 928.91 million, with specific allocations for project investments and working capital [12][13] - The use of raised funds complies with relevant regulations and has been disclosed appropriately [13]