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奥锐特: 奥锐特药业股份有限公司防止大股东及关联方占用公司资金制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 16:17
Core Viewpoint - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of the interests of all shareholders and creditors [1][2]. Group 1: General Principles - The system aims to maintain the legitimate interests of the company, its shareholders, and creditors, in accordance with relevant laws and regulations [1]. - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total share capital or having significant influence over shareholder resolutions [1]. - Fund occupation includes both operational and non-operational forms, such as related transactions and various financial arrangements with the controlling shareholder [2]. Group 2: Prevention Measures - All related transactions with the controlling shareholder must comply with the company's articles of association and related management measures [2]. - The company is prohibited from providing funds to the controlling shareholder through various means, including loans, guarantees, or covering expenses without proper transactions [2][3]. Group 3: Responsibilities of the Board and Management - The board of directors and senior management are legally obligated to safeguard company funds and prevent fund occupation by the controlling shareholder [3]. - The chairman of the board is designated as the primary responsible person for preventing fund occupation [3]. - Regular checks must be conducted by the audit committee and financial departments to monitor transactions with the controlling shareholder [3][4]. Group 4: Handling Fund Occupation - In cases of fund occupation, the company must promptly develop a recovery plan and report to regulatory authorities [4]. - Independent directors can propose judicial freezing of shares held by the controlling shareholder if fund occupation occurs [4][5]. Group 5: Accountability and Penalties - Directors and senior management who fail to fulfill their responsibilities or assist in fund occupation may face disciplinary actions, including removal from their positions [6][7]. - Any losses incurred due to violations of the management system must be compensated by the responsible individuals [7].
奥锐特: 奥锐特药业股份有限公司累积投票制实施细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 16:17
Core Points - The article outlines the implementation details of the cumulative voting system for the election of directors at Aorite Pharmaceutical Co., Ltd, aiming to enhance corporate governance and ensure shareholders can fully exercise their rights [1][2]. Chapter 1: General Provisions - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the total number of directors to be elected, enabling them to concentrate or distribute their votes among candidates [1][2]. Chapter 2: Nomination of Director Candidates - The board of directors, audit committee, or shareholders holding more than 1% of voting shares can nominate candidates for non-employee representative directors, including independent directors [2][3]. - Nominators must obtain consent from the nominees and ensure that nominees provide detailed personal information and commit to fulfilling their duties if elected [3][4]. Chapter 3: Voting for Director Candidates - The voting process for directors will be clearly explained to shareholders, and separate voting will be conducted for independent and non-independent directors [3][4]. - The cumulative voting method calculates the total votes based on the number of shares held multiplied by the number of directors to be elected [5][6]. Chapter 4: Election of Directors - The election results will be announced after counting the votes, and a candidate must receive more than half of the total voting rights held by attending shareholders to be elected [6][7]. - If there are ties in votes, a second round of voting will be conducted to determine the elected candidates [6][7]. Chapter 5: Supplementary Provisions - Any matters not covered by these rules will be governed by relevant national laws and regulations, and the rules will take effect upon approval by the shareholders' meeting [7].
奥锐特: 奥锐特药业股份有限公司董事、高级管理人员薪酬管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 16:17
Core Points - The article outlines the compensation management system for directors and senior management of Aorite Pharmaceutical Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance management efficiency and align with shareholder interests [1][2][3] Summary by Sections General Principles - The compensation system is designed to be competitive with market standards, combining short-term and long-term incentives, and ensuring transparency [1][3] - Applicable directors include all current members of the board, categorized into internal, external, and independent directors [1][2] Compensation Management - The shareholders' meeting is responsible for reviewing the compensation plans for directors, while the board is responsible for senior management [2] - The compensation and assessment committee of the board is tasked with developing compensation plans and evaluating performance [2] Compensation Standards and Distribution - Internal directors who are also senior management will receive compensation according to senior management standards, while external and independent directors will receive compensation as approved by the shareholders' meeting [3][4] - Senior management compensation consists of a base salary and performance-based pay, with the latter linked to individual and company performance [3][4] Restraint Mechanism - The company can reduce or withhold performance pay under certain circumstances, such as public reprimands or significant violations of regulations [5][6] - A post-tenure audit system is established to adjust salaries based on the accuracy of reported performance during their tenure [5][6] Supplementary Provisions - The compensation system will comply with national laws and regulations, and will take effect upon approval by the shareholders' meeting [7]
8月29日增减持汇总
Xin Lang Cai Jing· 2025-08-29 14:17
Summary of Key Points Core Viewpoint - On August 29, Guizhou Moutai announced plans for a significant share buyback, while 13 other listed companies disclosed their intentions to reduce shareholdings [1][2]. Group 1: Guizhou Moutai - The controlling shareholder of Guizhou Moutai intends to increase its stake by purchasing shares worth between 3 billion to 3.3 billion yuan [2]. Group 2: Companies Reducing Holdings - Several companies announced share reductions, including: - Siyi Information: Five actual controllers plan to reduce their holdings by up to 3% [2]. - Galaxy Magnetics: Director He Jinzhu plans to sell no more than 460,000 shares [2]. - Pinwo Food: The controlling shareholder Wang Mu intends to reduce his stake by up to 3% [2]. - Dike Co., Ltd.: Shareholders from Wuxi Diyin Technology, Wuxi Saide Technology, and Wuxi Shanghui Jia plan to reduce their holdings by up to 1% [2]. - Hengguang Co., Ltd.: Shareholder Xiangjiang Investment plans to reduce its stake by up to 2.99% [2]. - New Open Source: Deputy General Manager Zou Xiaowen plans to sell no more than 125,200 shares [2]. - Nawei Technology: Shareholders intend to reduce their holdings by up to 2.6759% [2]. - Aojing Medical: Shareholders plan to reduce their stake by up to 1% [2]. - Huasheng Tiancai: Director Wang Weihang and Supervisor Qian Jiying plan to reduce their holdings by up to 0.9984% [2]. - Kosen Technology: Director Tan Chai Hau plans to reduce his stake by up to 0.0615% [2]. - Aorite: Tian Tai Bolong plans to reduce its holdings by up to 0.54% [2]. - Zhejiang Wen Film: Shareholder Qian Wenlong plans to reduce his stake by up to 0.4308% [2]. - Chenxin Pharmaceutical: Shareholder Shi Sihua plans to reduce his holdings by up to 1% [2].
8月29日增减持汇总:贵州茅台增持 赛意信息等13家公司减持(表)
Xin Lang Zheng Quan· 2025-08-29 14:05
Summary of Key Points Core Viewpoint - On August 29, 2023, Guizhou Moutai announced plans for significant stock buybacks, while 13 other listed companies disclosed their intentions to reduce shareholdings, indicating a mixed sentiment in the market regarding stock ownership adjustments [1][2]. Group 1: Stock Buybacks - Guizhou Moutai's controlling shareholder intends to increase their stake by purchasing between 3 billion to 3.3 billion yuan worth of company shares [2]. Group 2: Stock Reductions - Several companies announced share reductions, including: - Sayi Information: Five actual controllers plan to reduce their holdings by up to 3% [2]. - Galaxy Magnetics: Director He Jinzhu plans to sell no more than 460,000 shares [2]. - Pinwo Food: The controlling shareholder Wang Mu intends to reduce his stake by up to 3% [2]. - Dike Co., Ltd.: Shareholders from Wuxi Diyin Technology, Wuxi Saide Technology, and Wuxi Shanghui Jia plan to reduce their holdings by up to 1% [2]. - Hengguang Co., Ltd.: Shareholder Xiangjiang Investment plans to reduce holdings by up to 2.99% [2]. - New Open Source: Deputy General Manager Zou Xiaowen plans to sell no more than 125,200 shares [2]. - Nawei Technology: Shareholders intend to reduce their holdings by up to 2.6759% [2]. - Aojing Medical: Shareholders plan to reduce their holdings by up to 1% [2]. - Huasheng Tiancai: Director Wang Weihang and Supervisor Qian Jiying plan to reduce their holdings by up to 0.9984% [2]. - Kosen Technology: Director Tan Chai Hau plans to reduce holdings by up to 0.0615% [2]. - Aoyue Technology: Tian Tai Bolong plans to reduce holdings by up to 0.54% [2]. - Zhejiang Wen Film: Shareholder Qian Wenlong plans to reduce holdings by up to 0.4308% [2]. - Chenxin Pharmaceutical: Shareholder Shi Sihua plans to reduce holdings by up to 1% [2].
奥锐特(605116.SH):天台铂融拟减持不超0.54%公司股份
Ge Long Hui A P P· 2025-08-29 10:05
格隆汇8月29日丨奥锐特(605116.SH)公布,因部分合伙人自身资金需求,自本公告发布之日起15个交易 日后的3个月内(窗口期不减持),天台铂融拟通过集中竞价、大宗交易方式减持公司股份不超过 2,176,600股,即不超过公司总股本的0.54%。 ...
奥锐特:天台铂融拟减持不超0.54%公司股份
Ge Long Hui· 2025-08-29 09:27
格隆汇8月29日丨奥锐特(605116.SH)公布,因部分合伙人自身资金需求,自本公告发布之日起15个交易 日后的3个月内(窗口期不减持),天台铂融拟通过集中竞价、大宗交易方式减持公司股份不超过 2,176,600股,即不超过公司总股本的0.54%。 ...
奥锐特(605116) - 奥锐特药业股份有限公司股东减持股份计划公告
2025-08-29 08:58
证券代码:605116 证券简称:奥锐特 公告编号:2025-063 债券代码:111021 债券简称:奥锐转债 奥锐特药业股份有限公司 股东减持股份计划公告 本公司董事会、全体董事及相关股东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。 重要内容提示: 大股东的基本情况 截至本公告发布日,奥锐特药业股份有限公司(以下简称"公司")的股份 总数为 406,195,234 股,天台铂融投资合伙企业(有限合伙)(以下简称"天台 铂融")及其一致行动人浙江桐本投资有限公司(以下简称"浙江桐本")、天台 铂恩投资管理合伙企业(有限合伙)(以下简称"天台铂恩")合计持有公司股份 170,096,400 股,占公司总股本的 41.88%。其中天台铂融持有公司股份 9,907,200 股,占公司总股本的 2.44%,浙江桐本持有公司股份 153,583,200 股,占公司总 股本的 37.81%,天台铂恩持有公司股份 6,606,000 股,占公司总股本的 1.63%。 上述股份均来源于公司首次公开发行股票前取得的股份。 减持计划的主要内容 因部分合伙人自身资金 ...
奥锐特(605116) - 国泰海通证券股份有限公司关于奥锐特药业股份有限公司使用部分闲置募集资金进行现金管理的核查意见
2025-08-29 08:57
国泰海通证券股份有限公司关于奥锐特药业股份有限公司 使用部分闲置募集资金进行现金管理的核查意见 国泰海通证券股份有限公司(以下简称"国泰海通"或"保荐机构")作为 奥锐特药业股份有限公司(以下简称"奥锐特"或"公司")向不特定对象发行 可转换公司债券持续督导保荐机构,根据《证券发行上市保荐业务管理办法》《上 市公司募集资金监管规则》《上海证券交易所上市公司自律监管指引第 1 号—— 规范运作》等有关规定,对公司使用部分闲置募集资金进行现金管理的事项进行 了核查,具体情况如下: 一、募集资金的基本情况 经中国证券监督管理委员会《关于同意奥锐特药业股份有限公司向不特定对 象发行可转换公司债券注册的批复》(证监许可〔2024〕924号)同意,公司向不 特定对象发行面值总额81,212万元可转换公司债券,期限6年,每张面值为人民币 100元,发行数量8,121,200张,募集资金总额为人民币812,120,000.00元,扣除发行 费用(不含增值税)人民币11,648,571.70元后,募集资金净额为800,471,428.30元, 上述款项已于2024年8月1日全部到位。上述募集资金到位情况业经天健会计师事 务所( ...
奥锐特:第三届董事会第十五次会议决议公告
Zheng Quan Ri Bao· 2025-08-28 12:42
证券日报网讯 8月28日晚间,奥锐特发布公告称,公司第三届董事会第十五次会议审议通过了《关于聘 请公司2025年度审计机构的议案》等多项议案。 (文章来源:证券日报) ...