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赛维时代: 2025年限制性股票激励计划自查表
Zheng Quan Zhi Xing· 2025-09-05 12:19
Core Viewpoint - The article discusses the compliance requirements and conditions for the stock incentive plan of Saiwei Times Technology Co., Ltd, emphasizing the need for adherence to regulations and the importance of transparency in the implementation of such plans [1][3][4]. Compliance Requirements - The financial reports for the most recent accounting year did not receive a negative opinion or inability to express an opinion from registered accountants [3]. - There have been no instances in the last 36 months where profit distribution did not comply with laws, regulations, or company articles [3]. - The stock incentive plan must not exceed 20% of the company's total share capital in terms of the total number of shares involved [4][5]. Incentive Object Requirements - The incentive plan must not include shareholders holding more than 5% of the company's shares unless justified [3]. - No individuals have been identified as inappropriate candidates by the China Securities Regulatory Commission (CSRC) in the last 12 months [3]. - The plan must disclose the names, positions, and number of shares granted to directors and senior management [5][6]. Plan Disclosure Requirements - The stock incentive plan must clearly state its purpose, the basis for selecting incentive objects, and the number of rights to be granted [4][5]. - The plan must include details on the vesting period, grant date, and any conditions for exercising rights [5][6]. - The plan must ensure that the performance assessment indicators are objective, clear, and beneficial for enhancing the company's competitiveness [6][7]. Legal and Procedural Compliance - The company must ensure that the stock incentive plan complies with the "Management Measures for Stock Incentives" and that all procedures for drafting, reviewing, and publicizing the plan are followed [7][8]. - Independent financial advisors must provide complete and compliant professional opinions regarding the plan [11][12].
赛维时代: 2025年限制性股票激励计划实施考核管理办法
Zheng Quan Zhi Xing· 2025-09-05 12:19
Core Viewpoint - The company is implementing a stock incentive plan for 2025 to enhance corporate governance and motivate its core team, ensuring steady performance improvement and achievement of strategic goals [1][9]. Group 1: Assessment Objectives and Principles - The purpose of the assessment is to improve corporate governance and establish an incentive mechanism to maximize the effectiveness of stock incentives, ensuring the achievement of operational and strategic goals [1]. - The assessment must adhere to the principles of "openness, fairness, and justice," closely linking the incentive plan with company and individual performance to maximize shareholder value [2]. Group 2: Assessment Scope and Management - The assessment applies to all participants in the incentive plan, including directors, senior and middle management, and key technical personnel, excluding independent directors [2]. - The assessment results will be reviewed by a designated assessment body responsible for calculating scores and ensuring data authenticity [4]. Group 3: Assessment Content and Standards - The assessment period for the stock incentives spans three fiscal years from 2025 to 2027, with annual evaluations [3]. - Performance targets for the first assessment period include a minimum revenue growth of 25% or a net profit growth of 70% based on 2024 figures [3][4]. Group 4: Performance Evaluation and Results - Individual performance evaluations will categorize results into four levels: Excellent, Exceeds Expectations, Meets Expectations, and Below Expectations, affecting the number of shares allocated [5][6]. - If both company-level and individual-level performance meet expectations, the actual number of shares allocated will be calculated based on a defined percentage [6]. Group 5: Feedback and Appeals - Assessment results will be communicated to the evaluated individuals, who can appeal through a formal process if they disagree with the results [9].
ST岭南: 岭南生态文旅股份有限公司向不特定对象发行可转换公司债券2025年度第二十九次临时受托管理事务报告
Zheng Quan Zhi Xing· 2025-09-05 12:19
Core Viewpoint - The company, Lingnan Ecological Culture and Tourism Co., Ltd., is facing significant financial difficulties, including the inability to repay its convertible bonds on time, which may lead to further legal and operational challenges [2][4][6]. Financial Performance - In 2024, the company's operating revenue was 861.84 million yuan, a decline of 59.55% compared to 2023 [3]. - The net profit attributable to the parent company for 2024 was -984.33 million yuan, indicating a reduction in the scale of losses compared to 2023 [3]. - For the first half of 2025, the net profit attributable to the parent company was -128.27 million yuan, a 50.02% improvement from the same period in 2024 [3]. Debt and Credit Risks - The credit rating of the company's convertible bonds, "Lingnan Convertible Bonds," has been downgraded to C, indicating a high risk of default [2]. - The company is experiencing liquidity pressure due to delayed project payments and high debt levels, which may affect its ability to secure future financing [2][4]. Legal and Regulatory Issues - The company is involved in multiple lawsuits, with 251 pending cases as of December 31, 2024, amounting to 2.95 billion yuan in claims [7]. - A recent court ruling has been made against the company in a loan dispute, which may further complicate its financial situation [8]. Asset Pledge and Collateral Risks - The company has pledged its assets as collateral for the convertible bonds, but the realizable value of these assets is uncertain due to the nature of the receivables and the need for internal approvals [5][6]. - There is a risk that if the company faces bankruptcy within a year of the collateral establishment, the pledge may be revoked [5]. Stock Market Risks - The company's stock is at risk of being delisted if its share price remains below 1 yuan for 20 consecutive trading days, which could further erode investor confidence [6].
中辰股份: 关于提前赎回中辰转债的公告
Zheng Quan Zhi Xing· 2025-09-05 12:19
Core Viewpoint - The company has decided to exercise the early redemption of its convertible bonds due to the stock price exceeding the specified threshold, aiming to reduce financial costs and improve capital efficiency [2][6]. Group 1: Convertible Bond Issuance and Redemption - The company issued convertible bonds on May 31, 2022, with a total subscription amount of 570.537 million yuan, and the bonds were listed on June 21, 2022 [2][3]. - The bonds have a coupon rate of 1.5%, and the redemption price is set at 100.58 yuan per bond, which includes accrued interest [6][7]. - The early redemption was triggered as the stock price was above 130% of the conversion price for at least 15 trading days [2][6]. Group 2: Conversion and Redemption Details - The conversion period for the bonds started on December 7, 2022, and will end on May 30, 2028 [3]. - The conversion price has been adjusted multiple times, with the latest adjustment setting it at 6.43 yuan per share effective from July 17, 2025 [5][6]. - The redemption process will be completed by October 27, 2025, with funds transferred directly to bondholders' accounts [8][9]. Group 3: Shareholder and Management Transactions - The company confirmed that major shareholders and management did not trade the convertible bonds in the six months leading up to the redemption conditions being met [8].
赛维时代: 2025年限制性股票激励计划(草案)
Zheng Quan Zhi Xing· 2025-09-05 12:19
证券简称:赛维时代 证券代码:301381 赛维时代科技股份有限公司 (草案) 赛维时代科技股份有限公司 二〇二五年九月 赛维时代:2025 年限制性股票激励计划(草案) 声明 本公司董事会全体成员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。 本公司所有激励对象承诺,公司因信息披露文件中有虚假记载、误导性陈述 或者重大遗漏,导致不符合授予权益或权益归属安排的,激励对象应当自相关信 息披露文件被确认存在虚假记载、误导性陈述或者重大遗漏后,将由本激励计划 所获得的全部利益返还公司。 I 赛维时代:2025 年限制性股票激励计划(草案) 特别提示 一、本激励计划系依据《中华人民共和国公司法》《中华人民共和国证券法》 《上市公司股权激励管理办法》《深圳证券交易所创业板股票上市规则》《深圳 证券交易所创业板上市公司自律监管指南第 1 号——业务办理》等其他有关法律 法规、规章、规范性文件,以及《赛维时代科技股份有限公司章程》制订。 二、本激励计划的激励工具为限制性股票(第二类限制性股票),股票来源 为赛维时代科技股份有限公司(以下简称"公司"或"本公司 ...
飞马国际: 关于董事、监事、高级管理人员减持公司股份计划的提示性公告
Zheng Quan Zhi Xing· 2025-09-05 12:19
证券代码:002210 证券简称:飞马国际 公告编号:2025-042 深圳市飞马国际供应链股份有限公司 关于董事、监事、高级管理人员减持公司股份计划的 提示性公告 本次拟减持主体保证向本公司提供的信息真实、准确、完整,没有虚假记载、误导性 陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 特别提示: 月 29 日至 2025 年 12 月 28 日)以集中竞价方式减持公司股份不超过 503,750 股 (占公司总股本比例 0.0189%); 月 29 日至 2025 年 12 月 28 日)以集中竞价方式减持公司股份不超过 3,200 股(占 -1- 公司总股本比例 0.0001%)。 深圳市飞马国际供应链股份有限公司(以下简称"本公司"或"公司")于日前 收到了公司董事长赵力宾先生、董事/总经理黄筱赟先生、副总经理李敏先生、 副总经理朱良意先生以及职工监事李佳纭女士发来的《关于减持公司股份计划的 告知函》,现将有关情况公告如下: 一、减持主体的基本情况 占公司总股本的 | 股东名称 | 股东身份 | 持有股份数量(股) | | | --- | --- | --- | - ...
*ST广道: 关于公司股票可能被实施重大违法强制退市的第十三次风险提示公告
Zheng Quan Zhi Xing· 2025-09-05 12:19
Core Viewpoint - Shenzhen Guangdao Digital Technology Co., Ltd. faces a significant risk of being forcibly delisted due to major legal violations, as indicated by the China Securities Regulatory Commission's investigation and subsequent notifications [2][3][6] Group 1: Investigation and Delisting Risk - The company was investigated by the China Securities Regulatory Commission on December 4, 2024, for suspected violations of information disclosure [3] - On June 13, 2025, the company received a notice indicating that it may be subject to forced delisting due to major legal violations as per the Beijing Stock Exchange listing rules [2][3] - The company has issued multiple risk warning announcements regarding the potential for forced delisting, with the first warning issued on June 13, 2025, and subsequent warnings issued regularly [3][4][6] Group 2: Regulatory Compliance and Future Actions - The company has not planned any major restructuring, debt restructuring, or significant business collaborations, urging investors to be cautious of stock price speculation risks [3][6] - The company is committed to cooperating fully with the regulatory authorities and will adhere to information disclosure obligations as required [6] - If a formal administrative penalty decision is received, the company will apply for a trading suspension and disclose relevant information promptly [6]
开立医疗: 2025年员工持股计划管理办法
Zheng Quan Zhi Xing· 2025-09-05 12:19
第二条 持有人确定的法律依据 《自律监管指引第 2 号》等有关法律、法规、规范性文件及《公司章程》的相关 规定确定。持有人按照依法合规、自愿参与、风险自担的原则参加本员工持股 计划,不存在以摊派、强行分配等方式强制员工参与的情形。 深圳开立生物医疗科技股份有限公司 第一章 总则 第一条 为规范深圳开立生物医疗科技股份有限公司(以下简称"公司") 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》")、《关于上市公司实施员工持股计 划试点的指导意见》(以下简称"《指导意见》")、《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"《自律 监管指引第 2 号》")等相关法律法规、规范性文件和《公司章程》、《深圳 开立生物医疗科技股份有限公司 2025 年员工持股计划(草案)》(以下简称 "本员工持股计划")的规定,特制定《深圳开立生物医疗科技股份有限公司 法")。 第二章 员工持股计划持有人的确定依据 公司)董事(不含独立董事)、高级管理人员;(2)公司(含控股子公司)核 心管理人员。所有持有人均在公司(含控股子公司)任职, ...
北汽蓝谷: 股东会议事规则
Zheng Quan Zhi Xing· 2025-09-05 12:19
Core Points - The company has established rules to regulate the behavior of Beijing Automotive Blue Valley New Energy Technology Co., Ltd. to ensure that shareholders can exercise their rights in accordance with the law [1][2][3] - The rules outline the procedures for convening, proposing, notifying, and holding shareholder meetings, ensuring compliance with relevant laws and regulations [2][3][4] Group 1: Shareholder Meeting Regulations - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, while temporary meetings can be convened under specific circumstances [5][6] - The board of directors is responsible for organizing the shareholder meetings and must ensure that they are conducted in a timely and lawful manner [5][6][7] - Shareholders holding more than 10% of the company's shares can request a temporary meeting, and the board must respond within ten days [7][8] Group 2: Proposal and Notification Procedures - Proposals for shareholder meetings must fall within the scope of the meeting's authority and be submitted in writing at least ten days prior to the meeting [16][17] - The company must provide detailed notifications to shareholders, including meeting time, location, agenda, and voting procedures [19][20] - The notification must also disclose any necessary materials for shareholders to make informed decisions regarding the proposals [19][20] Group 3: Voting and Decision-Making - Shareholder meetings can adopt ordinary or special resolutions, with different voting thresholds required for each type [36][38] - The company must ensure that all shareholders have the right to vote and that their votes are counted accurately [39][40] - In cases of related party transactions, shareholders with a conflict of interest must abstain from voting [40][41] Group 4: Execution and Disclosure of Resolutions - The board of directors is responsible for executing the resolutions passed at shareholder meetings and must report on the execution status at the next meeting [59][60] - Resolutions must be disclosed promptly, including details on the number of shareholders present and the voting results [52][53] - The company must comply with legal requirements for information disclosure and ensure that all resolutions are executed in accordance with the law [58][66]
双林股份: 总经理工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 12:19
Core Points - The document outlines the responsibilities, powers, and duties of the General Manager of Shuanglin Co., Ltd, emphasizing the need for effective management and adherence to laws and regulations [1][6][9]. General Provisions - The General Manager is responsible for daily operations under the Board's leadership and must implement decisions made by the shareholders and Board [1][2]. - The General Manager is appointed or dismissed by the Board, with a term of three years, and can be reappointed [3][4]. Powers of the General Manager - The General Manager has the authority to manage the company's operations, implement Board decisions, and propose appointments or dismissals of senior management [5][11]. - In emergencies, the General Manager can make immediate decisions outside their usual authority but must report to the Board afterward [4][5]. Responsibilities and Obligations - The General Manager must comply with laws, regulations, and the company's articles of association, ensuring the authenticity of reports to the Board [6][8]. - They are required to maintain company interests and not exploit their position for personal gain [8][9]. Reporting and Decision-Making - The General Manager must report significant contracts, financial situations, and any major incidents affecting the company to the Board [15][16]. - Decisions regarding employee compensation and major operational plans must be discussed with the Board [25][42]. Compensation and Accountability - The General Manager's salary is determined by the Board, which can also reward or penalize based on performance [46][48]. - Violations of laws or regulations by the General Manager can lead to legal consequences [50].