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中信博: 中信博公司章程(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-16 16:27
Core Points - Jiangsu CITIC Bo New Energy Technology Co., Ltd. is established as a joint-stock company based on the overall restructuring of CITIC Bo New Energy Technology (Suzhou) Co., Ltd. [1][2] - The company is registered with a capital of RMB 2.19065886 billion and is intended to operate indefinitely as a joint-stock company [2][3] - The company aims to operate in compliance with laws and regulations, focusing on providing high-cost performance products and services in the green solar energy sector [3][5] Company Structure - The company has a registered capital of RMB 2.19065886 billion [2] - The chairman serves as the legal representative of the company, and the company must appoint a new legal representative within 30 days if the current one resigns [2][3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [2][3] Business Scope - The company’s business scope includes research and sales of new energy materials and products, design and maintenance of solar power systems, and development of photovoltaic equipment [5] - The company also engages in the rental of photovoltaic equipment and facilities, as well as import and export of goods and technology [5] Share Issuance and Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [6][7] - The total number of shares issued is 219,065,886, all of which are ordinary shares (A shares) [6][7] - The company cannot provide financial assistance for others to acquire its shares, except for employee stock ownership plans [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and the ability to supervise the company’s operations [11][12] - Shareholders must comply with laws and the company’s articles of association, and they are liable for their subscribed shares [40][41] - The company must maintain transparency and provide necessary information to shareholders regarding meetings and decisions [13][14] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting as the highest authority [46][47] - Major decisions, such as capital increases or decreases, mergers, and amendments to the articles of association, require shareholder approval [31][32] - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year [48][49]
中信博: 规范与关联方资金往来管理办法(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-16 16:27
Core Points - The document outlines the management measures for fund transactions between Jiangsu CITIC Bo New Energy Technology Co., Ltd. and its related parties, aiming to protect investors' rights and interests [1][2] - The measures are established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - The company is required to implement effective internal control systems to prevent fund occupation by controlling shareholders and related parties [2][3] Summary by Sections - **Section 1: Purpose and Scope** - The measures aim to regulate fund transactions with controlling shareholders and related parties, ensuring compliance with laws and protecting investor rights [1] - **Section 2: Responsibilities of Related Parties** - Controlling shareholders and related parties must not harm the company's interests and are liable for any losses caused by violations [2] - **Section 3: Internal Controls** - The company must establish internal controls to prevent fund occupation and manage external guarantee risks, ensuring proper disclosure of related transactions [2][3] - **Section 4: Prohibited Transactions** - Specific transactions that are prohibited include providing funds for personal expenses, lending company funds to related parties, and issuing commercial acceptance bills without real transaction backgrounds [2][3][4] - **Section 5: Audit and Self-Inspection** - The company must conduct self-inspections of fund transactions with related parties and disclose any findings, ensuring timely rectification of any fund occupation [3][4] - **Section 6: Settlement of Occupied Funds** - Funds occupied by related parties should generally be settled in cash, with strict controls on non-cash asset settlements [3][4] - **Section 7: Asset Settlement Conditions** - Non-cash assets used for settling occupied funds must belong to the same business system and be evaluated by qualified intermediaries [4] - **Section 8: Accountability and Legal Consequences** - Any violations by the company or its related parties resulting in losses must be compensated, and criminal activities will be reported to law enforcement [4][5] - **Section 9: Effectiveness** - The measures will take effect upon approval by the company's board of directors [5]
中信博: 累积投票制实施细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-16 16:27
Core Points - The implementation rules for the cumulative voting system aim to protect the interests of minority shareholders and improve the corporate governance structure of Jiangsu CITIC Bo New Energy Technology Co., Ltd [1] - The cumulative voting system allows shareholders to allocate their voting rights when electing multiple directors, enabling them to concentrate votes on a single candidate or distribute them among several candidates [1][2] Summary by Sections Cumulative Voting System - The cumulative voting system is defined as a voting method where each shareholder's voting rights equal the product of their shares and the total number of directors to be elected [1] - Shareholders can choose to concentrate their votes on one candidate or distribute them among multiple candidates [1][2] Election Procedures - The election of independent and non-independent directors will be conducted separately to ensure compliance with the company's articles of association [2] - The voting rights for independent directors are calculated based on the number of shares held multiplied by the number of independent directors to be elected, and similarly for non-independent directors [2][3] Voting Methodology - Shareholders can cast their cumulative votes either separately or all at once for any director candidate [3] - If a shareholder's voting exceeds their cumulative voting rights, that portion of the vote will be considered invalid [3][4] Election Outcomes - Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the valid voting rights present at the meeting [4] - If the number of candidates exceeds the number of positions, a second round of voting will be held if necessary [4] Legal Compliance - The implementation rules will be effective upon approval by the shareholders' meeting and will be interpreted by the board of directors [5]
中信博: 投资者关系管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-16 16:27
Core Points - The document outlines the investor relations management system of Jiangsu CITIC Bo New Energy Technology Co., Ltd, aiming to enhance communication with investors and protect their rights [1][2] - The management system is based on principles of fairness, transparency, and compliance with relevant laws and regulations [3][4] Group 1: Objectives and Principles - The objectives of investor relations management include fostering a positive relationship with investors, establishing a stable investor base, and enhancing corporate governance [2][5] - The basic principles include compliance, equality, proactivity, and integrity in managing investor relations [3][6] Group 2: Communication and Disclosure - The company will utilize multiple channels for investor communication, including its website, social media, and direct interactions such as meetings and roadshows [5][6] - Information disclosure will be conducted through designated media and platforms, ensuring that all investors receive equal access to information [10][11] Group 3: Investor Engagement - The company will actively engage with small and medium investors, providing opportunities for participation in meetings and discussions [6][12] - Investor meetings will cover various topics, including industry status, company strategy, financial performance, and risks [6][12] Group 4: Responsibilities and Training - The board secretary is responsible for investor relations, supported by the securities department, which handles daily operations and communication [13][14] - Employees involved in investor relations must possess good character, professional knowledge, and communication skills [13][14] Group 5: Compliance and Record Keeping - The company must maintain records of investor relations activities, including communications and disclosures, to ensure compliance with regulations [16][17] - Any communication with specific investors must be documented, and the company must ensure that no undisclosed material information is shared [16][17]
中信博: 股东会议事规则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-16 16:27
General Principles - The rules are established to regulate the behavior of Jiangsu CITIC Bo New Energy Technology Co., Ltd. and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][2] Shareholder Meeting Types - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held once a year within six months after the end of the previous fiscal year [2] - Temporary meetings must be convened within two months if circumstances arise that require such meetings [2] Meeting Convening Procedures - The board of directors is responsible for convening shareholder meetings within the specified timeframes [3][4] - Independent directors and the audit committee have the right to propose temporary meetings, and the board must respond within ten days [3][4] Proposal and Notification - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [14] - Shareholders holding at least 1% of shares can submit temporary proposals, which must be announced prior to the meeting [15][16] Meeting Conduct - Shareholder meetings must be held at the company's registered address or a location specified in the articles of association [21] - Shareholders can attend in person or appoint proxies to vote on their behalf [21][22] Voting Procedures - Each share carries one vote, and shareholders must declare their voting intentions as agree, disagree, or abstain [37] - Voting results must be announced immediately after the meeting, and detailed records must be kept [40][41] Decision Making - Resolutions passed at the shareholder meeting must be announced promptly, including details of the voting results and the number of shares represented [40][41] - If a proposal is not approved, it must be highlighted in the announcement [41] Compliance and Enforcement - The company must comply with all legal and regulatory requirements, and failure to do so may result in penalties from regulatory bodies [48][49] - The board and management are responsible for executing shareholder resolutions and ensuring the company's normal operations [16][49]
中信博: 中信博2025年第一次临时股东会通知
Zheng Quan Zhi Xing· 2025-07-16 16:08
证券代码:688408 证券简称:中信博 公告编号:2025-042 江苏中信博新能源科技股份有限公司 关于召开2025年第一次临时股东会的通知 二、 会议审议事项 本次股东会审议议案及投票股东类型 采用上海证券交易所网络投票系统,通过交易系统投票平台的投票时间为股 东会召开当日的交易时间段,即 9:15-9:25,9:30-11:30,13:00-15:00;通过互联网 投票平台的投票时间为股东会召开当日的 9:15-15:00。 (六) 融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者的投 票,应按照《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》 等有关规定执行。 (七) 涉及公开征集股东投票权 无 本公司董事会及全体董事保证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。 重要内容提示: ? 股东会召开日期:2025年8月1日 (三) 投票方式:本次股东会所采用的表决方式是现场投票和网络投票相结合 的方式 至2025 年 8 月 1 日 应选董事 投票 ...
中信博: 中信博关于取消监事会、变更注册资本、修订《公司章程》并办理工商变更登记、修订和制定公司若干治理制度的公告
Zheng Quan Zhi Xing· 2025-07-16 16:08
Core Viewpoint - Jiangsu CITIC Bo New Energy Technology Co., Ltd. announced the cancellation of its supervisory board, changes in registered capital, and amendments to its articles of association to enhance corporate governance and operational efficiency [1][2][3]. Group 1: Cancellation of Supervisory Board - The company will cancel the supervisory board, with its functions transferred to the audit committee of the board of directors, in accordance with the Company Law and relevant regulations [1]. - Until the shareholders' meeting approves the cancellation, the current supervisors will continue to perform their duties to protect the rights of the company and its shareholders [1]. Group 2: Change in Registered Capital - As of May 16, 2025, the company completed the registration of shares from the second vesting period of its 2022 restricted stock incentive plan, increasing the total number of shares from 218,515,940 to 219,065,886, resulting in a registered capital change [2]. Group 3: Amendments to Articles of Association - The company plans to amend its articles of association to improve governance structures, aligning with the Shanghai Stock Exchange's regulations and the actual operational conditions of the company [2][3]. - Non-substantive changes include replacing terms related to the supervisory board with those pertaining to the audit committee, and other minor textual adjustments [2]. Group 4: Governance System Revisions - The company has revised and established several governance systems to promote standardized operations and enhance internal governance mechanisms, in compliance with relevant laws and regulations [3][6]. - Some of these governance revisions require approval from the shareholders' meeting to take effect [6].
中信博: 独立董事提名人声明与承诺-马飞
Zheng Quan Zhi Xing· 2025-07-16 16:08
Core Viewpoint - The nomination of Ma Fei as an independent director candidate for Jiangsu CITIC Bo New Energy Technology Co., Ltd. has been made by the nominator Cai Hao, who confirms that the candidate meets all necessary qualifications and independence requirements [1][4]. Summary by Relevant Sections Nomination and Candidate Qualifications - The nominator has fully understood the candidate's professional background, education, qualifications, and work experience, and the candidate has agreed to serve as an independent director [1]. - The candidate possesses basic knowledge of listed company operations and has over five years of relevant work experience in law, economics, accounting, finance, or management [1][2]. Compliance with Regulations - The candidate's qualifications comply with various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies [2][3]. - The candidate has received training and holds relevant certification recognized by the stock exchange [1]. Independence Criteria - The candidate does not fall under any categories that would compromise independence, such as holding significant shares in the company or having close relationships with major shareholders [2][3]. - The candidate has no adverse records, such as administrative penalties from the China Securities Regulatory Commission or criminal investigations [3][4]. Additional Information - The candidate has not served as an independent director in more than three domestic listed companies and has not held the position for more than six years in Jiangsu CITIC Bo New Energy Technology Co., Ltd. [4]. - The nominator guarantees the truthfulness and accuracy of the declaration regarding the candidate's qualifications [4][5].
中信博(688408) - 募集资金管理制度(2025年7月修订)
2025-07-16 12:31
江苏中信博新能源科技股份有限公司募集资金管理制度 江苏中信博新能源科技股份有限公司 募集资金管理制度 二〇二五年七月 江苏中信博新能源科技股份有限公司募集资金管理制度 江苏中信博新能源科技股份有限公司 募集资金管理制度 第一章 总 则 第一条 为规范江苏中信博新能源科技股份有限公司(以下简称公司)募集 资金管理,提高募集资金使用效率,保护股东权益,根据《中华人民共和国公司 法》《中华人民共和国证券法》《上海证券交易所科创板股票上市规则》《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》《上市公司募集 资金监管规则》等法律法规、规范性文件及《江苏中信博新能源科技股份有限公 司章程》(以下简称《公司章程》)规定,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或者其他具有股权性 质的证券,向投资者募集并用于特定用途的资金监管,但不包括公司实施股权激 励计划募集的资金。 第三条 公司募集资金应当专款专用。公司使用募集资金应当符合国家产业 政策和相关法律法规,践行可持续发展理念,履行社会责任,原则上应当用于主 营业务,有利于增强公司竞争能力和创新能力。除金融类企业外,募集资金不得 用于持 ...
中信博(688408) - 中信博公司章程(2025年7月修订)
2025-07-16 10:31
江苏中信博新能源科技股份有限公司章程 江苏中信博新能源科技股份有限公司 章 程 二〇二五年七月 | | | 江苏中信博新能源科技股份有限公司章程 第一章 总 则 第一条 为维护江苏中信博新能源科技股份有限公司(以下简称公司)、股 东、职工和债权人的合法权益,规范公司的组织和行为,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》)和其他有关规定,制订本章程。 第二条 公司系依照《公司法》和其他有关规定,由原中信博新能源科技(苏 州)有限公司整体变更设立的股份有限公司。 公司在苏州市市场监督管理局注册登记,取得营业执照,统一社会信用代 码为 91320583696798806E。 第三条 公司于 2020 年 7 月 28 日经上海证券交易所审核并经中国证券监督 管理委员会(以下简称"中国证监会")注册,首次向社会公众发行人民币普通股 33,928,870 股,于 2020 年 8 月 28 日在上海证券交易所上市。 第四条 公司注册名称:江苏中信博新能源科技股份有限公司 英文全称:Arctech Solar Holding Co., Ltd. 第五条 公司住所 ...