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清溢光电: 关于召开2025年第三次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-25 17:05
Meeting Information - The shareholder meeting is scheduled for September 10, 2025, at 14:00 [1] - The meeting will be held at the conference room of Shenzhen Qiying Optoelectronics Co., Ltd. [1] - Voting will be conducted through both on-site and online methods [1] Voting Procedures - The online voting system used will be the Shanghai Stock Exchange's shareholder meeting online voting system [2] - Voting will be available from 9:15 to 15:00 on the day of the meeting [1][2] - Shareholders must complete identity verification to vote via the internet [3] Agenda Items - The meeting will review non-cumulative voting proposals, including amendments to the company's articles of association [2] - The proposals have been approved in the board and supervisory meetings held on August 22, 2025 [2] Attendance Requirements - Shareholders registered by the close of trading on September 2, 2025, are eligible to attend [3] - Proxy representation is allowed, and the proxy does not need to be a shareholder [3] Registration Details - On-site registration will occur on September 5, 2025, from 10:00 to 12:00 and 14:00 to 17:00 [6] - Required documents for registration include identification and proof of shareholding [6] Contact Information - Contact persons are Ren Xinhang and Liu Yuan, with a contact number of 0755-86359868 [6] - The company is located at Shenzhen Nanshan District, Langshan 2nd Road, North Qiying Optoelectronics Building [6]
清溢光电: 关于取消监事会、变更注册资本、修订《公司章程》及制定、修订、废止公司部分治理制度的公告
Zheng Quan Zhi Xing· 2025-08-25 17:05
Group 1 - The company has decided to cancel its supervisory board and transfer its supervisory functions to the audit committee of the board of directors to enhance its governance structure [1][2][4] - The company will no longer have a supervisory board, and the relevant rules and regulations regarding the supervisory board will be abolished [2][3] - The company plans to change its registered capital from RMB 266.8 million to RMB 314.8 million following a specific stock issuance [2][3] Group 2 - The company will revise its articles of association to reflect the cancellation of the supervisory board and changes in registered capital [3][4] - The revisions to the articles of association include the removal of terms related to the supervisory board and the introduction of terms related to the audit committee [3][4] - The company will also formulate, revise, and abolish certain governance systems to optimize its management structure [4][5] Group 3 - The company has approved the revision of multiple governance documents, including the articles of association, board meeting rules, and shareholder meeting rules [5] - The revised governance documents will be submitted for approval at the upcoming extraordinary general meeting [5][6] - The full text of the revised articles of association and related governance documents will be disclosed on the Shanghai Stock Exchange website [4][5]
清溢光电: 关于调整公司组织架构的公告
Zheng Quan Zhi Xing· 2025-08-25 17:05
Core Points - The company has approved an organizational restructuring to enhance resource allocation and optimize business processes [1] - The restructuring aims to improve management efficiency and operational effectiveness [1] - The adjustments will not significantly impact the company's production and operational activities [1] Summary by Sections - **Organizational Changes** - The company held meetings on August 22, 2025, to discuss and approve the organizational structure adjustments [1] - The changes are intended to support the implementation of the company's strategic planning [1] - **Impact on Operations** - The restructuring is an internal management adjustment and is not expected to have a major effect on the company's operational activities [1] - **Documentation** - An updated organizational structure chart is provided as an attachment to the announcement [1]
清溢光电: 关于公司2025年度提质增效重回报专项行动方案的半年度评估报告
Zheng Quan Zhi Xing· 2025-08-25 17:05
深圳清溢光电股份有限公司 关于公司 2025 年度提质增效重回报专项行动方案的半年度 评估报告 为贯彻落实关于开展科创板上市公司"提质增效重回报"专项行动的倡议, 践行以"投资者为本"的上市公司发展理念,维护公司全体股东利益,深圳清溢 光电股份有限公司(以下简称"公司")结合公司发展战略、经营情况及财务状 况,基于对公司未来发展前景的信心及价值的认可,制定了《2025 年度"提质 增效重回报"行动方案》 (以下简称"行动方案"),以进一步提升公司经营效率、 强化市场竞争力、保障投资者权益、树立良好的资本市场形象,推动公司高质量 发展。现将行动方案进展半年度评估情况报告如下: 一、聚焦公司核心业务,实现高质量发展 "双翼"并进,产销规模进一步扩大,营业收入稳步增长。2025 年半年度,公 司实现营业收入 62,203.02 万元,同比增长 10.90%;归属于母公司股东的净利 润为 9,203.76 万元,同比增长 3.52%;归属于上市公司股东的扣除非经常性损 益的净利润 8,289.50 万元,同比增长 2.66%。净资产为 270,903.08 万元,基 本每股收益 0.29 元。 与去年同期相比增长 1 ...
清溢光电: 2025年半年度募集资金存放、管理与实际使用情况专项报告
Zheng Quan Zhi Xing· 2025-08-25 17:05
Core Points - The company raised a total of RMB 1,200,000,000 by issuing 48,000,000 shares, with a net amount of RMB 1,187,009,433.95 after deducting issuance costs [1][2] - As of June 30, 2025, the company has utilized RMB 67,791.10 million of the raised funds, with RMB 61,264.34 million used to replace self-funded investments in projects [2][3] - The remaining balance of the raised funds is RMB 50,952.28 million [1][3] Fund Management - The company has established a dedicated account for the management of raised funds, adhering to relevant regulations and guidelines [1][2] - A tripartite agreement for fund storage was signed with China Bank and CITIC Securities, ensuring proper oversight of the funds [1][2] - As of June 30, 2025, the total balance in the dedicated accounts is RMB 509,522,777.79 [2][3] Fund Usage - The company has not used any idle raised funds to temporarily supplement working capital [3][4] - A resolution was passed to use up to RMB 55,000 million of idle funds for cash management, focusing on safe and liquid investment products [3][4] - The company has not utilized any excess raised funds for permanent working capital or loan repayment [4][5] Project Investment - The company has adjusted the funding sources for its projects, using raised funds instead of self-owned funds for investments in subsidiaries [5][6] - There have been no changes to the planned use of raised funds for investment projects during the reporting period [6][7] - The company has completed the replacement of self-funded investments in projects with raised funds as of June 30, 2025 [3][6]
清溢光电: 股东会议事规则
Zheng Quan Zhi Xing· 2025-08-25 17:05
General Principles - The rules are established to regulate the behavior of Shenzhen QY Optoelectronics Co., Ltd. and ensure that the shareholders' meeting exercises its powers according to the Company Law and Securities Law of the People's Republic of China [1][2] - The company must strictly follow legal and regulatory requirements to ensure shareholders can exercise their rights [1][2] Shareholders' Meeting Convening - The shareholders' meeting is divided into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [2][3] - If the company cannot convene a meeting within the specified time, it must report to the local securities regulatory authority and the Shanghai Stock Exchange [2][3] - Independent directors can propose a temporary shareholders' meeting, and the board must respond within ten days [3][4] Proposals and Notifications - Shareholders holding more than 1% of shares can submit temporary proposals ten days before the meeting [6][7] - 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] - The notice must fully disclose all proposal details and necessary information for shareholders to make informed decisions [6][7] Meeting Procedures - The meeting must be held at the company's registered address or a specified location, and it should be conducted in a manner that allows for both in-person and remote participation [19][20] - Shareholders can attend in person or appoint proxies to vote on their behalf [20][21] - The meeting must maintain order, and any disruptive behavior must be addressed promptly [22] Voting and Decision-Making - Each share carries one vote, and shareholders must declare their voting intentions as agree, disagree, or abstain [36][37] - The results of the voting must be announced immediately after the vote, and the meeting records must be maintained for at least ten years [40][41] - If a proposal is not approved, it must be highlighted in the meeting resolution announcement [39] Legal Compliance and Amendments - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request the court to annul such resolutions within 60 days [44][46] - The rules will take effect after being approved by the shareholders' meeting and can be amended similarly [47]
清溢光电: 董事会议事规则
Zheng Quan Zhi Xing· 2025-08-25 17:05
General Principles - The rules are established to improve the corporate governance structure of Shenzhen QY Optoelectronics Co., Ltd. and ensure the board of directors exercises decision-making power legally, scientifically, and efficiently [1][2] - The rules are based on relevant laws, regulations, and the company's articles of association [1] Composition and Responsibilities of the Board - The board consists of eleven directors, including one chairman, two vice-chairmen, and one employee representative director, with independent directors making up at least one-third of the board [2] - The board has various powers, including convening shareholder meetings, executing shareholder resolutions, deciding on business plans and investment proposals, and managing internal structures [2][3][4] Board Meeting Procedures - The board must meet at least twice a year, with meetings convened by the chairman [16] - A temporary meeting can be proposed by shareholders or directors, requiring a notice period of three days unless urgent [16][18] - Decisions require a majority of directors present, and independent directors must attend personally or provide written opinions if absent [17][18] Voting and Decision-Making - Board resolutions are made through a voting process, requiring a majority approval from all directors [35][36] - Directors with conflicts of interest must abstain from voting on related matters [19][20] Committees - The board establishes specialized committees, including audit, nomination, compensation, and strategy committees, with independent directors holding a majority in certain committees [6][7] - Each committee is responsible for specific tasks, such as reviewing financial information, proposing director candidates, and evaluating executive compensation [6][7] Director Qualifications and Duties - Directors must be natural persons and cannot hold positions if they have certain legal or financial disqualifications [8][9] - Directors have fiduciary duties to act in the best interest of the company, avoid conflicts of interest, and maintain confidentiality [11][12][13] Amendments and Effectiveness - The rules will take effect upon approval by the shareholders and will be updated as necessary to comply with new laws or regulations [46][47]
清溢光电: 信息披露管理制度
Zheng Quan Zhi Xing· 2025-08-25 17:05
Core Viewpoint - The document outlines the information disclosure obligations of Shenzhen Qingyi Optoelectronics Co., Ltd., emphasizing the need for timely, accurate, and complete disclosures to ensure transparency and protect investor interests. Group 1: General Principles - The company must ensure that information disclosure is legal, truthful, accurate, complete, timely, and clear [1] - Information must be disclosed simultaneously to all investors without prior leaks to any individual or entity [1][2] - The company can voluntarily disclose information relevant to investors' decision-making, provided it does not conflict with legally required disclosures [2] Group 2: Disclosure Procedures - Regular reports include annual, semi-annual, and quarterly reports, which must be disclosed within specific timeframes after the end of the reporting period [4] - The annual report must include significant financial data, stock and bond issuance details, and information on major shareholders [4][6] - The company must disclose any inability to meet reporting deadlines, including reasons and expected timelines for future disclosures [4][8] Group 3: Responsibilities and Compliance - The board of directors and senior management are responsible for ensuring the accuracy and completeness of disclosed information [5][15] - The company must disclose any major events that could significantly impact stock prices or investor decisions [10][12] - The company must maintain confidentiality regarding undisclosed information and prevent insider trading [18][19] Group 4: Monitoring and Enforcement - The company must monitor compliance with disclosure obligations and take action against individuals responsible for any violations [20] - Any misleading disclosures that result in losses for investors may lead to administrative or civil liabilities [20]
清溢光电: 内部审计工作制度
Zheng Quan Zhi Xing· 2025-08-25 17:05
Core Points - The internal audit work system of Shenzhen Qingyi Optoelectronics Co., Ltd. aims to standardize internal audit practices, clarify responsibilities, and enhance operational management and economic efficiency [1][2] - The internal audit is defined as an evaluation activity conducted by internal personnel to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1][2] - The company is required to establish a robust internal audit system in accordance with relevant laws and regulations, tailored to its industry and operational characteristics [1][2] Group 1: Internal Audit Structure - The board of directors is responsible for the establishment and effective implementation of the internal control system, which must be approved by the board [2] - An audit committee must be established under the board, composed entirely of directors, with independent directors making up more than half [2][3] - The internal audit department, which is independent and not under the financial department, is responsible for supervising the authenticity and completeness of financial information and internal control systems [2][3][4] Group 2: Responsibilities and Requirements - The audit committee is tasked with guiding and supervising the internal audit department, reviewing work plans and reports at least quarterly, and reporting to the board [3][4] - The internal audit department must evaluate the integrity and effectiveness of internal control systems across all internal entities and significant subsidiaries [4][5] - Internal audit personnel must ensure that audit evidence is sufficient, relevant, and reliable, and maintain clear records of their findings [6][7] Group 3: Audit Procedures and Reporting - The internal audit department must submit an annual audit work plan two months before the end of each accounting year and provide audit reports after each fiscal period [5][6] - The department is required to conduct audits on significant external investments, asset purchases and sales, guarantees, and related transactions promptly after they occur [7][8] - Audit findings related to internal control deficiencies must be reported to the audit committee, which will oversee corrective actions [7][8][9] Group 4: Evaluation and Compliance - The audit committee must produce an annual self-evaluation report on the internal control system based on the internal audit department's findings [11][12] - The company must engage an accounting firm to provide an internal control effectiveness report at least annually [11][12] - Any significant issues identified in the internal audit must be addressed promptly, with accountability measures in place for responsible parties [12][13]
清溢光电: 募集资金管理制度
Zheng Quan Zhi Xing· 2025-08-25 17:05
深圳清溢光电股份有限公司 二〇二五年八月 目 录 第一章 总则 第一条 为规范深圳清溢光电股份有限公司(以下简称"公司")募集资金 的管理和使用,提高募集资金使用的效率和效果,防范资金使用风险,确保资金 使用安全,切实保护投资者利益,根据《中华人民共和国公司法》《中华人民共 和国证券法》《上市公司募集资金监管规则》《上海证券交易所科创板股票上市 规则》(以下简称"《上市规则》")、《上海证券交易所科创板上市公司自律 监管指引第1号——规范运作》《深圳清溢光电股份有限公司章程》(以下简称 "《公司章程》")和其他有关法律、法规和规范性文件的规定,结合公司实际 情况,制定本《深圳清溢光电股份有限公司募集资金管理制度》(以下简称"《管 理制度》")。 第二条 本《管理制度》所称募集资金是指公司通过向不特定对象发行证券 (包括首次公开发行股票、配股、增发、发行可转换公司债券、发行分离交易的 可转换公司债券等)以及向特定对象发行证券募集的资金,但不包括公司实施股 权激励计划募集的资金。 公司应当真实、准确、完整地披露募集资金的实际使用情况。 公司董事会应持续关注募集资金存放、管理和使用情况,有效防范投资风险, 提高募集 ...