Leshan Giantstar Farming&Husbandry (603477)
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巨星农牧:8月29日召开董事会会议
Mei Ri Jing Ji Xin Wen· 2025-08-29 11:25
Group 1 - The core viewpoint of the article is that Juxing Agriculture and Animal Husbandry (SH 603477) held its 29th meeting of the fourth board of directors on August 29, 2025, to review proposals including the revision of company-related systems [1] - For the year 2024, the revenue composition of Juxing Agriculture and Animal Husbandry is as follows: 97.73% from the breeding industry, 2.11% from the leather industry, and 0.15% from other businesses [1] - As of the time of reporting, the market capitalization of Juxing Agriculture and Animal Husbandry is 10.8 billion yuan [1]
巨星农牧: 乐山巨星农牧股份有限公司关于召开2025年第二次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-29 11:22
Group 1 - The company will hold its second extraordinary general meeting of shareholders on September 15, 2025, at 15:00 in Chengdu, Sichuan Province [1][2] - The voting will be conducted through a combination of on-site and online voting systems provided by the Shanghai Stock Exchange [2][4] - The network voting period is set from September 15, 2025, with specific time slots for trading system voting and internet platform voting [1][2] Group 2 - Shareholders must register to attend the meeting, with registration available from August 13, 2025, during specified hours [7] - The company has outlined the necessary documentation for registration, including identification and authorization letters for representatives [7][8] - There are no related shareholders that need to abstain from voting on the proposed resolutions [2]
巨星农牧: 乐山巨星农牧股份有限公司关于公司募集资金存放与实际使用情况的专项报告
Zheng Quan Zhi Xing· 2025-08-29 11:21
乐山巨星农牧股份有限公司 募集资金存放与实际使用情况的专项报告 乐山巨星农牧股份有限公司 关于公司募集资金存放与实际使用情况的专项报告 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、准确性和完整性承担法律责任 根据中国证监会发布的《上市公司监管指引第 2 号——上市公司募集资金管理和使用的 监管要求(2022 年修订)》(证监会公告[2022]15 号)和《上海证券交易所上市公司自律监 管指引第 1 号——规范运作(2023 年 12 月修订)(上证发〔2023〕193 号)》等有关规定, 乐山巨星农牧股份有限公司(以下简称"公司"或"本公司")董事会编制了截至 2025 年 6 月 30 日的《关于公司募集资金存放与实际使用情况的专项报告》。 本报告中合计数与各明细数相加之和在尾数上如有差异,系四舍五入所致。 一、募集资金基本情况 (一)2021 年非公开发行股票募集资金 经中国证券监督管理委员会证监许可[2021]647 号文《关于核准乐山巨星农牧股份有限公 司非公开发行股票的批复》核准,本公司非公开发行人民币普通股 38,181,814 股,发行价 ...
巨星农牧: 乐山巨星农牧股份有限公司关于取消监事会并修订《公司章程》及相关制度的公告
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Viewpoint - Leshan Juxing Agricultural and Animal Husbandry Co., Ltd. has announced the cancellation of its supervisory board and the revision of its articles of association in accordance with the new Company Law effective from July 1, 2024, and related regulations [1][2][3]. Summary by Sections Cancellation of Supervisory Board - The company will no longer have a supervisory board, with its functions transferred to the audit committee of the board of directors [1][2]. - The relevant rules and regulations concerning the supervisory board will be abolished, and the articles of association will be revised accordingly [1][3]. Revision of Articles of Association - The articles of association will be amended to replace terms related to the supervisory board with those pertaining to the audit committee, ensuring consistency with the new governance structure [2][3]. - The revisions include numerous changes, such as the removal of references to the supervisory board and the introduction of new terms related to the audit committee [2][4]. Submission for Shareholder Approval - The cancellation of the supervisory board and the amendments to the articles of association will be submitted for approval at the company's second extraordinary general meeting of shareholders in 2025 [3]. - The board of directors will seek authorization from the shareholders to handle the registration and filing of these changes with the market supervision administration [3]. Related Governance System Revisions - A total of 22 governance systems will be revised to align with the new articles of association, with the first seven requiring shareholder approval [3][4]. - The revised governance systems have been disclosed on the Shanghai Stock Exchange website for investor review [4].
巨星农牧: 乐山巨星农牧股份有限公司重大经营与投资决策管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the management system for major operational and investment decision-making at Leshan Giant Star Animal Husbandry Co., Ltd, aiming to ensure scientific, standardized, and transparent decision-making processes while safeguarding the interests of the company and its shareholders [3][4]. Group 1: General Principles - The management of major operational and investment decisions must comply with national laws and regulations, align with the company's development strategy, and emphasize the main business operations [3]. - The decision-making process should be rigorous, scientific, and effective in controlling risks [3]. Group 2: Decision Scope - Major operational and investment matters include significant contracts for purchase, sale, or service, asset purchases or sales, and external investments [4]. - The document specifies that certain transactions, such as daily operational contracts, are excluded from this definition [4]. Group 3: Decision Authority and Procedures - Approval authority for contracts varies based on the amount relative to the company's audited net assets, with different thresholds for the general manager, chairman, and board of directors [6][7]. - Specific thresholds for transactions requiring board and shareholder approval are outlined, including asset totals and profit impacts [7][8]. Group 4: Execution and Supervision - The document mandates that decisions approved by the board or shareholders must be implemented effectively, with designated departments responsible for execution and reporting [12]. - Financial oversight and internal audits are required to ensure compliance and assess the financial performance of investment projects [12][13]. Group 5: Legal Responsibilities - Individuals involved in decision-making who cause significant economic losses due to negligence or failure to adhere to the established procedures may face legal consequences [14][15]. - The document emphasizes accountability for providing false feasibility studies or financial evaluations related to investment projects [15]. Group 6: Miscellaneous Provisions - The document states that it will be revised in accordance with national laws and regulations if inconsistencies arise [16]. - The board of directors is responsible for interpreting and amending the management system [16].
巨星农牧: 乐山巨星农牧股份有限公司内幕信息知情人登记制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the insider information management system of Leshan Giant Star Animal Husbandry Co., Ltd, aiming to regulate insider information handling and enhance confidentiality [1][2][4] - It defines insider information and the criteria for identifying insider information and insiders [2][3][4] - The document establishes confidentiality obligations for insiders and outlines penalties for violations [4][6][7] Group 1: Insider Information Definition and Scope - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock trading prices [2][3] - Examples of insider information include major changes in business strategy, significant investments, important contracts, and substantial losses [2][3] Group 2: Insider Identification - Insiders include company directors, senior management, shareholders holding over 5% of shares, and other personnel who can access insider information [3][4] - The document specifies that intermediaries involved in significant transactions must also maintain insider information records [8][10] Group 3: Confidentiality Obligations - Insiders are required to keep insider information confidential and are prohibited from trading company stock based on non-public information [4][5][6] - The company must limit the number of individuals aware of insider information and report any leaks or unusual stock price movements immediately [4][6][7] Group 4: Record-Keeping and Reporting - The company must maintain a registry of insiders and document the circumstances under which they accessed insider information [8][10][11] - Any insider information must be reported to the relevant regulatory bodies within five working days after public disclosure [11][12]
巨星农牧: 乐山巨星农牧股份有限公司信息披露管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the information disclosure management system of Leshan Giant Star Animal Husbandry Co., Ltd, aiming to standardize disclosure practices and protect investors' rights [1][2] - The company is required to ensure timely, fair, and accurate disclosure of information that may significantly impact stock prices, adhering to relevant laws and regulations [2][3] Group 1: General Principles - The company must disclose information that could significantly affect stock trading prices and comply with regulatory requirements [1][2] - Information disclosure obligations extend to the company, its directors, senior management, shareholders, and other relevant parties [1][2] Group 2: Disclosure Standards - The company must ensure that disclosed information is truthful, accurate, complete, and easily understandable, avoiding any misleading statements or omissions [2][3] - Major information must be disclosed simultaneously to all investors to ensure equal access [2][3] Group 3: Types of Reports - The company is required to prepare and disclose various reports, including prospectuses, periodic reports, and temporary reports, in accordance with regulatory standards [3][4] - Annual reports must be audited by a qualified accounting firm and disclosed within four months after the fiscal year-end [4][5] Group 4: Temporary Reports - Temporary reports must be issued immediately for significant events that could impact stock prices, such as major legal issues, asset impairments, or changes in shareholder equity [5][6] - The company must disclose any major developments or changes related to previously disclosed significant events [7][8] Group 5: Information Management and Responsibilities - The board of directors and the board secretary are responsible for managing information disclosure, ensuring timely and accurate reporting [10][11] - Independent directors are tasked with supervising the implementation of the information disclosure management system [12][13] Group 6: Confidentiality and Insider Information - Individuals with access to insider information must maintain confidentiality and are prohibited from insider trading [39][40] - The company must take measures to prevent the leakage of undisclosed information and ensure that any necessary disclosures are made promptly when confidentiality cannot be maintained [20][21] Group 7: Compliance and Accountability - The company must regularly review its information disclosure practices and address any identified issues [11][12] - Violations of the disclosure management system may result in disciplinary actions against responsible individuals [60][61]
巨星农牧: 乐山巨星农牧股份有限公司关联交易管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the management system for related party transactions of Leshan Giant Star Animal Husbandry Co., Ltd, ensuring fairness, justice, and transparency in transactions with related parties [2][3][4] Group 1: General Principles - The system is established to protect the legitimate rights and interests of the company and non-related shareholders, in accordance with relevant laws and regulations [2] - The board's audit committee is responsible for controlling and managing related party transactions [2] - Related party transactions must be documented in written agreements that adhere to principles of equality, voluntariness, equivalence, and compensation [2][3] Group 2: Identification of Related Parties and Transactions - Related parties include individuals or entities that directly or indirectly control the company or hold more than 5% of its shares [3][4] - Related transactions encompass various activities such as asset purchases, financial assistance, and guarantees [4][5][6] Group 3: Reporting and Decision-Making Procedures - Company directors and significant shareholders must report their related relationships to the company [6][7] - Related directors must abstain from voting on related transactions, and decisions require a majority of non-related directors [6][7][8] Group 4: Transaction Approval Requirements - Transactions exceeding 3 million RMB with related entities or 300,000 RMB with related individuals require board approval [8][9] - Transactions that significantly impact the company's net assets must be audited and submitted for shareholder approval [9][10] Group 5: Pricing and Fairness - Related party transaction pricing must be fair and based on market standards or reasonable costs plus profit [31][32] - The audit committee must evaluate the fairness of transaction pricing and provide recommendations [36][37]
巨星农牧: 乐山巨星农牧股份有限公司对外担保管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
Core Points - The document outlines the external guarantee management system of Leshan Juxing Agricultural and Animal Husbandry Co., Ltd, aiming to regulate external guarantee behaviors and control financial and operational risks [3][4] - The system specifies the responsibilities of the shareholders' meeting and the board of directors in decision-making regarding external guarantees [3][4] - The principles of prudence, equality, mutual benefit, voluntariness, and integrity are emphasized for external guarantees [4] Chapter Summaries Chapter 1: General Principles - The external guarantee refers to guarantees, mortgages, pledges, and other guarantee matters provided by the company for others, including guarantees for its subsidiaries [3] - Guarantees for the company's own debts are not applicable under this system [3] - The total amount of external guarantees includes those provided by the company and its subsidiaries [3] Chapter 2: Review and Approval of External Guarantees - The board of directors must thoroughly investigate the operational and credit status of the guaranteed party before approving any guarantee [5] - External guarantees must be approved by the board or shareholders' meeting, and guarantees for related parties require additional scrutiny [4][5] - Specific conditions under which the company cannot provide guarantees are outlined, including financial instability and legal disputes [6][7] Chapter 3: Execution and Risk Management of External Guarantees - The finance department is responsible for the daily management of external guarantees [15] - The company must monitor the financial status of the guaranteed party and take necessary actions if repayment issues arise [19][20] - Audits may be conducted to ensure compliance with the guarantee management system [23] Chapter 4: Responsibilities of Relevant Personnel - All directors must strictly review external guarantee matters according to the system and relevant laws [24] - Management personnel who exceed their authority in approving guarantees may face legal consequences [25] Chapter 5: Supplementary Provisions - The document will be revised in accordance with national laws and regulations if inconsistencies arise [27] - The board of directors is responsible for interpreting and revising the system [29]
巨星农牧: 乐山巨星农牧股份有限公司募集资金管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 11:21
乐山巨星农牧股份有限公司 募集资金管理制度 二〇二五年八月 目 录 第一章 总 则 第一条 为规范乐山巨星农牧股份有限公司(以下简称"公司")募集资金 的使用和管理,提高募集资金使用效率和效益,根据《中华人民共和国公司法》、 《中华人民共和国证券法》、 《上市公司证券发行注册管理办法》、 《上市公司募集 资金监管规则》、 《上海证券交易所股票上市规则》、 《上海证券交易所上市公司自 律监管指引第 1 号——规范运作》等法律、法规、规范性文件及《乐山巨星农牧 股份有限公司章程》的规定和要求,结合公司实际情况,制定本制度。 第二条 本制度所称募集资金是指公司通过发行股票及其衍生品种,向投资 者募集并用于特定用途的资金。 第三条 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。 公司的董事和高级管理人员应当勤勉尽责,督促公司规范使用募集资金,自 觉维护公司募集资金安全,不得参与、协助或纵容上市公司擅自或变相改变募集 资金用途。 第四条 募集资金投资项目(以下称"募投项目")通过公司的子公司或公 司控制的其他企业实施的,公司子 ...