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开立医疗: 北京市中伦(深圳)律师事务所关于公司2025年限制性股票与股票期权激励计划的法律意见书
Zheng Quan Zhi Xing· 2025-09-05 12:19
Group 1 - The core viewpoint of the article is the legal opinion regarding Shenzhen Kaili Biomedical Technology Co., Ltd.'s 2025 Restricted Stock and Stock Option Incentive Plan, which aims to establish a long-term incentive mechanism to attract and retain talent while aligning the interests of shareholders, the company, and employees [2][4][6] - The incentive plan includes a total of 5.8818 million shares, accounting for approximately 1.36% of the company's total share capital at the time of the announcement [7][10] - The plan consists of two parts: the second category of restricted stock incentive plan and the stock option incentive plan, with specific conditions for granting and vesting [6][10] Group 2 - The company is a publicly listed entity with a registered address in Shenzhen, engaged in the development and production of medical devices and related software [4][8] - The company has been in operation since its initial public offering on April 6, 2017, under the stock code "300633" [4] - The legal opinion confirms that the company meets the necessary conditions for implementing the stock incentive plan and does not fall under any prohibitive circumstances as outlined in relevant regulations [5][10] Group 3 - The vesting conditions for the restricted stock include performance targets based on net profit growth rates over the years 2025 to 2028, with specific percentage increases required for each vesting period [19][23] - The granting price for the restricted stock is set at no less than 15.93 yuan per share, determined based on the average trading price prior to the announcement [17][18] - The plan outlines a comprehensive assessment system at the company, departmental, and individual levels to evaluate performance and determine the vesting of shares [24][26]
双林股份: 董事会秘书工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
Core Points - The document outlines the regulations and responsibilities of the board secretary in a company, emphasizing the need for compliance with laws and regulations [1][2][3] Group 1: General Provisions - The board secretary is a senior management position responsible for the board and must comply with relevant laws and company regulations [1] - The company must establish a board secretary position, who operates under the leadership of the chairman [1] Group 2: Qualifications - The board secretary must possess knowledge in finance, law, management, and other relevant fields, and must hold a qualification certificate issued by the stock exchange [2] - Individuals with certain disqualifying conditions, such as recent administrative penalties or conflicts of interest, cannot serve as board secretary [2][3] Group 3: Responsibilities - The board secretary is responsible for managing capital changes, securities issuance, and corporate governance matters [2] - The board secretary acts as the designated liaison for listed company affairs, ensuring compliance with documentation and reporting requirements [2] - Responsibilities include preparing reports for board and shareholder meetings, coordinating information disclosure, and maintaining confidentiality [2][3] Group 4: Appointment and Dismissal Procedures - The board secretary is recommended by the chairman and appointed by the board, requiring training and certification from the stock exchange [4] - The company must appoint a new board secretary within three months of a vacancy and must submit relevant materials to the stock exchange prior to the appointment [4][5] Group 5: Legal Responsibilities - The board secretary shares legal liability with the board for decisions that violate laws or regulations, unless they can prove dissent [6][7] - Penalties for violations can include recommendations for disqualification from the position and other disciplinary actions [7]
双林股份: 关联交易决策制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
General Principles - The company establishes a decision-making system for related party transactions to ensure compliance with regulations from the China Securities Regulatory Commission and to protect the interests of the company and all shareholders [2][3][4] Related Parties and Relationships - Related parties include both legal entities and natural persons that have significant control or ownership over the company, such as those holding more than 5% of shares or serving as directors and senior management [3][4][5] Related Transactions - Related transactions encompass various activities such as asset purchases or sales, external investments, financial assistance, guarantees, leasing, management contracts, and other agreements that may result in resource or obligation transfers [7][8] Decision-Making Procedures - Proposals for related transactions must be detailed and submitted by the company's functional departments, outlining the specifics, pricing basis, and impact on the company and shareholders [9][10] Approval Authority - The approval authority for related transactions is tiered based on transaction amounts, with the shareholders' meeting required for transactions over 30 million yuan that exceed 5% of the latest audited net assets [6][7] Voting and Conflict of Interest - Related directors and shareholders must abstain from voting on related transactions to ensure impartiality, with decisions requiring a majority from unrelated directors [7][8] Information Disclosure - The company must disclose related transactions in accordance with regulations, including transaction summaries, independent director approvals, pricing policies, and the impact on the company's financial status [9][10]
双林股份: 会计师事务所选聘制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
Core Points - The document outlines the selection and appointment process for accounting firms by the company, aiming to enhance audit quality and protect shareholder interests [1][2][4] - The audit committee is responsible for overseeing the selection process and ensuring compliance with relevant laws and regulations [2][10] - The selection process must be competitive and transparent, utilizing methods such as competitive negotiation, public bidding, and invitation bidding [2][4][5] Group 1: General Provisions - The company establishes a system for selecting accounting firms to improve audit quality and safeguard shareholder interests [1] - The selection of accounting firms must comply with national laws and the company's articles of association [1][12] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and relevant qualifications as per regulatory requirements [1][5] - Firms must have a solid organizational structure, internal management systems, and a good reputation for audit quality [1][5] Group 3: Selection Procedures - The audit committee is tasked with proposing the selection of accounting firms and ensuring the process is fair and transparent [2][4] - The selection methods include competitive negotiation, public bidding, and invitation bidding, ensuring a comprehensive understanding of the firms' capabilities [2][4][5] Group 4: Evaluation Standards - The evaluation criteria for accounting firms include audit fees, qualifications, quality management, and resource allocation [5][6] - Quality management must account for at least 40% of the evaluation weight, while audit fees should not exceed 15% [5] Group 5: Supervision and Penalties - The audit committee must monitor the selection process and report on compliance with laws and regulations [10][11] - Serious violations by accounting firms can lead to termination of their services, as determined by the shareholders' meeting [10][11] Group 6: Information Disclosure - The company is required to disclose information regarding the appointed accounting firms, including service duration and audit fees in the annual report [21][22] - Any changes in accounting firms must be reported, including reasons for the change and communication with previous firms [22]
双林股份: 关联方资金往来及对外担保管理办法(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
Group 1 - The company has established a management approach for transactions with related parties and external guarantees to comply with relevant laws and regulations [1][12] - The company prohibits the controlling shareholder and other related parties from requesting the company to advance wages, benefits, insurance, and other expenses [1][2] - The company must not provide funds directly or indirectly to controlling shareholders and related parties through loans or other means [1][2] Group 2 - The external guarantee system aims to protect the safety and integrity of assets, ensure operational stability, and maintain financial discipline [1][2] - The company must separate duties in guarantee operations to prevent conflicts of interest and ensure proper approval processes [2][3] - Guarantees must be approved by the board of directors or shareholders' meeting before any contract is signed [4][5] Group 3 - The company must establish written contracts for guarantees and maintain proper documentation [5][6] - Guarantees exceeding 10% of the latest audited net assets require board and shareholder approval [6][7] - The company must analyze the credit status and financial conditions of the guaranteed entities before providing guarantees [12][8] Group 4 - The company must require counter-guarantees from entities receiving guarantees, ensuring they have the capacity to fulfill obligations [10][11] - The company must follow internal audit procedures to verify the handling and recording of guarantee operations [10][11] - Any violations of the external guarantee management system will result in accountability for responsible individuals [11][12]
双林股份: 董事和高级管理人员所持本公司股份及其变动管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
双林股份有限公司 董事和高级管理人员所持本公司股份 及其变动管理制度 第一章 总则 第一条 为加强对双林股份有限公司(以下简称"公司")董事和高级管理人 员所持本公司股份及其变动的管理,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"《证劵法》")、《上市公司 董事和高级管理人员所持本公司股份及其变动管理规则》、《深圳证劵交易所创 业板股票上市规则》、《深圳证券交易所上市公司自律监管指引第2号——创业板 上市公司规范运作》、《深圳证券交易所上市公司自律监管指引第10号——股份 变动管理》等有关法律、法规、规范性文件及《双林股份有限公司章程》(以下 简称"《公司章程》")的有关规定,结合公司实际情况,制订本制度。 第二条 本制度适用于公司董事和高级管理人员,其所持本公司股份是指登 记在其名下的所有本公司股份;从事融资交易融券交易的,还包括记载在其信 用账户内的本公司股份。 第三条 本公司董事和高级管理人员在买卖公司股票及其衍生品种前,应知 悉《公司法》《证券法》等法律、行政法规、部门规章及规范性文件关于内幕 交易、操纵市场等禁止行为的规定,不得进行违法违规的交易。 ...
双林股份: 募集资金管理办法(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
双林股份有限公司 募集资金管理办法 为规范双林股份有限公司(以下简称"公司")的法人治理结构,规范公司 募集资金的管理和运用,以维护股东的合法利益,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》") 、 第二条 公司董事会应当对募集资金投资项目的可行性进行充分论证,确信 投资项目具有较好的市场前景和盈利能力,有效防范投资风险,提高募集资金使 用效益。 《上市公司募集资金监管规则》、 《深圳证券交易所创业板股票上市规 则》、 《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运 作》 (以下简称"《规范运作指引》") 等法律、法规、规范性文件和《双林股 份有限公司章程》(以下简称"《公司章程》")的规定,结合公司实际情况, 特制定本制度。 第一章 总则 第一条 本制度所称募集资金是指公司通过公开发行证券(包括首次公开发 行股票、配股、增发、发行可转换公司债券等)以及非公开发行股票向投资者募 集并用于特定用途的资金。 募集资金投资项目通过公司的子公司或公司控制的其他企业实施的,则该子 公司或控制的其他企业应遵守本制度。 募集资金投资项目 ...
中辰股份: 长城证券股份有限公司关于中辰电缆股份有限公司提前赎回中辰转债的核查意见
Zheng Quan Zhi Xing· 2025-09-05 12:19
Group 1 - The company, Zhongchen Cable Co., Ltd., has decided to redeem its convertible bonds, known as "Zhongchen Convertible Bonds," ahead of schedule due to favorable market conditions and to reduce financial costs [1][7] - The total amount of the convertible bonds issued was 570.537 million yuan, with a face value of 100 yuan per bond, and the bonds were listed on the Shenzhen Stock Exchange on June 21, 2022 [1][2] - The bond conversion period started on December 7, 2022, and will end on May 30, 2028 [2][3] Group 2 - The conversion price for the bonds was adjusted downwards from 7.78 yuan per share to 6.50 yuan per share, effective from May 14, 2024 [2][3] - The company has set conditions for the early redemption of the bonds, which include the stock price being at least 130% of the conversion price for 15 out of 30 consecutive trading days or if the remaining unconverted bonds are less than 30 million yuan [3][4] - The redemption price for the bonds is set at 100.58 yuan per bond, which includes accrued interest calculated based on a 1.5% annual interest rate [4][5] Group 3 - The company’s board of directors approved the early redemption of the bonds on September 5, 2025, following necessary legal procedures [7][8] - The redemption will be executed on October 20, 2025, and the bonds will be delisted from the Shenzhen Stock Exchange after the redemption [5][6] - All bondholders registered by the redemption date will be eligible for the redemption [5]
赛维时代: 2025年限制性股票激励计划(草案)摘要
Zheng Quan Zhi Xing· 2025-09-05 12:19
Core Viewpoint - The company is proposing a 2025 Restricted Stock Incentive Plan aimed at enhancing its long-term incentive mechanism to attract and retain talent, aligning the interests of shareholders, the company, and core team members for sustainable development [8][9][22]. Group 1: Incentive Plan Overview - The incentive plan involves granting 4,034,582 restricted shares, accounting for approximately 1.00% of the company's total share capital at the time of the announcement [2][14]. - The initial grant will consist of 3,997,060 shares, representing about 99.07% of the total shares to be granted, while 37,522 shares are reserved for future grants [2][14]. - The grant price for the initial shares is set at 11.03 yuan per share, which is based on the average trading price of the company's shares prior to the announcement [21][22]. Group 2: Eligibility and Conditions - The plan is designed for 329 eligible participants, including directors, senior and middle management, and key technical personnel, excluding independent directors [5][11]. - The eligibility criteria ensure that participants have not been deemed inappropriate by regulatory bodies within the last 12 months [6][11]. - The plan stipulates that the shares granted will not confer shareholder rights until they are vested, and they cannot be transferred or used as collateral before vesting [2][5]. Group 3: Vesting Schedule and Performance Targets - The vesting of the initial grant will occur in three phases: 30% after 12 months, 30% after 24 months, and 40% after 36 months from the grant date [5][18]. - Performance targets for the vesting periods are set, with revenue growth of at least 25% for 2025 and 55% for 2026, based on 2024 figures [23][24]. - If the performance targets are not met, the shares will not vest and will be forfeited [23][24]. Group 4: Governance and Oversight - The plan requires approval from the company's board and shareholders, with the board responsible for its implementation and oversight [9][10]. - The remuneration and assessment committee will review the plan and ensure compliance with relevant laws and regulations [10][11]. - Any changes to the plan must be approved by the board and disclosed to shareholders [10][30]. Group 5: Adjustments and Accounting Treatment - Adjustments to the number of shares and grant price may occur due to corporate actions such as stock splits or dividends [27][28]. - The accounting treatment for the shares will follow relevant accounting standards, with expenses recognized over the vesting period based on the fair value of the shares [29][30].
中国广核: 中广核湛江核电有限公司审计报告及财务报表2024年度及2025年1-6月
Zheng Quan Zhi Xing· 2025-09-05 12:19
Core Viewpoint - The financial statements of China General Nuclear Power Corporation (CGN) Zhuhai Nuclear Power Co., Ltd. detail the accounting policies and estimates, particularly regarding foreign currency transactions, financial instruments, and asset valuation methods. Financial Instruments - The company classifies financial assets at initial recognition based on the business model and cash flow characteristics, including amortized cost, fair value through other comprehensive income, and fair value through profit or loss [2][5][6]. - Financial liabilities are classified similarly, with options for fair value through profit or loss and amortized cost [5][7]. Foreign Currency Transactions - Foreign currency transactions are recorded using the spot exchange rate on the transaction date, while monetary items are translated at the exchange rate on the balance sheet date, with exchange differences recognized in profit or loss [1][4]. Accounting Policies - The accounting period is from January 1 to December 31, with the company using Renminbi as its functional currency [4]. - The company employs the accrual basis of accounting and historical cost for valuation, except where specified [4]. Cash and Cash Equivalents - Cash includes physical cash and deposits readily available for payment, while cash equivalents are short-term, highly liquid investments with minimal risk of value changes [4]. Inventory Valuation - Inventory is measured at cost, including procurement and processing costs, and is assessed at the lower of cost or net realizable value [15][16]. Fixed Assets - Fixed assets are recognized when economic benefits are likely to flow to the company, and their costs can be reliably measured. Depreciation is calculated using the straight-line method over their useful lives [17][18][19]. Intangible Assets - Intangible assets are recognized when they are identifiable and expected to generate future economic benefits. Amortization is applied over their useful lives, with impairment tests conducted when necessary [22][23][25]. Borrowing Costs - Borrowing costs directly attributable to qualifying assets are capitalized, while other borrowing costs are recognized as expenses in the period incurred [21][22]. Employee Benefits - The company recognizes short-term employee benefits as liabilities and expenses in the period they are incurred, including social insurance contributions and other welfare costs [27][29]. Leases - The company recognizes right-of-use assets and lease liabilities for leases, excluding short-term and low-value leases, with initial measurement based on the present value of lease payments [31][32][33].