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广钢气体: 广州广钢气体能源股份有限公司董事及高级管理人员行为规范
Zheng Quan Zhi Xing· 2025-08-08 16:24
Core Viewpoint - The document outlines the code of conduct for directors and senior management of Guangzhou Guanggang Gas Energy Co., Ltd., emphasizing the importance of legal compliance, fiduciary duties, and the protection of company interests. Summary by Sections General Principles - The code aims to enhance the corporate governance structure and regulate the behavior of directors and senior management in accordance with relevant laws and the company's articles of association [1][2]. - Directors and senior management must act in good faith, diligently, and prudently, avoiding conflicts of interest and not exploiting their positions for personal gain [1][2]. Conduct of Directors and Senior Management - Directors and senior management are prohibited from using their positions to gain personal benefits or to misappropriate company assets [2][4]. - They must ensure the safety and integrity of company assets and distinguish between personal and company expenses [2][4]. - There is a strict obligation to disclose information accurately and completely, avoiding any misleading statements or omissions [2][4]. Reporting Obligations - Directors and senior management must report any significant issues regarding the company's major shareholders or actual controllers to the board [2][4]. - They are required to report any violations of laws or regulations by the company or its personnel immediately [4][5]. Responsibilities and Accountability - Directors and senior management are liable for damages caused by their actions while performing their duties, especially in cases of intentional misconduct or gross negligence [5][6]. - Their responsibilities do not cease upon leaving their positions, and the board must take necessary actions to protect the interests of the company and minority shareholders [5][6]. Specific Conduct Guidelines for Directors - Directors must attend board meetings personally or delegate responsibly, ensuring that their voting intentions are clear [6][7]. - They should be aware of the decision-making processes and assess the legality and potential impacts of the matters discussed [6][7]. Major Transaction Oversight - Directors are required to thoroughly understand and evaluate the implications of major transactions, ensuring they align with the company's interests and do not harm minority shareholders [8][9]. - In cases of related party transactions, directors must assess the necessity and fairness of the terms [8][9]. Financial and Investment Decisions - Directors must analyze the feasibility and risks of investment projects, ensuring they are in line with the company's core business [10][11]. - They should also scrutinize any changes in the use of raised funds and ensure compliance with relevant regulations [10][11]. Information Disclosure and Media Relations - Directors must ensure that all disclosed information is accurate and complete, and they should monitor media reports that may affect the company's stock price [11][12]. - Any discrepancies in reported information must be addressed promptly, and necessary disclosures made to the stock exchange [11][12]. Role of the Chairman and Senior Management - The chairman is responsible for promoting the establishment of internal systems and ensuring the board operates effectively [13][14]. - Senior management must act in the best interests of the company and shareholders, adhering to board decisions and reporting significant changes in the business environment [15][16].
广钢气体: 广州广钢气体能源股份有限公司章程(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:24
General Provisions - Guangzhou Guanggang Gases & Energy Co., Ltd. was established as a joint-stock company based on the audited net asset value of Guangzhou Guanggang Gases Co., Ltd. [1] - The company registered with the Guangzhou Market Supervision Administration and received its business license, with a unified social credit code issued on the date of establishment [2]. - The company was approved for registration by the China Securities Regulatory Commission on July 4, 2023, and issued 329,849,630 shares to the public, listing on the Shanghai Stock Exchange's Sci-Tech Innovation Board on August 15, 2023 [1][2]. Company Structure - The registered capital of the company is RMB 1,319,398,521 [2]. - The company is a permanent joint-stock company, and the legal representative is the director executing company affairs [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]. Corporate Governance - The company's articles of association serve as a binding legal document for the organization and behavior of the company, shareholders, directors, and senior management [3]. - Senior management includes the general manager, chief operating officer, chief scientist, deputy general managers, chief accountant, and board secretary [4]. - The company has established a Chinese Communist Party organization to play a leading and political core role within the company [4]. Business Objectives and Scope - The company's mission is to provide sustainable environmental and economic value through advanced gas operation technology and innovative solutions, contributing to China's economic transformation [4]. - The main business activities include environmental technology promotion, corporate management, energy technology consulting, and wholesale of chemical products (excluding hazardous chemicals) [4]. Share Issuance and Capital Management - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [5]. - The total number of shares issued by the company is 1,319,398,521, all of which are ordinary shares [6]. - The company may increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7]. Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company management, as well as the right to request information and participate in shareholder meetings [11][12]. - Shareholders are obligated to comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [16]. Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [21]. - Shareholder meetings require a quorum and must follow specific procedures for proposals and voting [25][26]. - The company must provide legal opinions on the legality of the meeting procedures and resolutions [52].
广钢气体:关于使用自有资金增加部分募投项目投资额度并调整项目内部投资结构及项目延期的公告
Zheng Quan Ri Bao· 2025-08-08 16:17
证券日报网讯 8月8日晚间,广钢气体发布公告称,公司已于2025年8月8日召开第三届董事会第八次会 议和第三届监事会第五次会议,审议通过了《关于使用自有资金增加部分募投项目投资额度并调整项目 内部投资结构及项目延期的议案》,同意公司使用自有资金增加"北京广钢电子超纯大宗气站项目"投资 额度并调整该项目内部投资结构,项目投资总额将由62,968.88万元增加至76,284.30万元,同时将本 项目达到预定可使用状态的时间从2025年12月末调整至2026年7月末,其他募集资金使用计划不变。 (文章来源:证券日报) ...
广钢气体:关于使用部分超募资金永久补充流动资金的公告
Zheng Quan Ri Bao· 2025-08-08 16:17
Group 1 - The company, Guanggang Gas, announced on August 8 that it will hold the eighth meeting of the third board of directors and the fifth meeting of the third supervisory board on August 8, 2025 [2] - The meetings approved the proposal to use part of the raised funds, totaling 467 million yuan, to permanently supplement working capital [2] - The decision is made under the condition that the funding needs for the investment projects and the normal progress of the raised fund projects are ensured [2]
广钢气体:关于使用部分超募资金投资建设新项目的公告
Zheng Quan Ri Bao· 2025-08-08 16:17
Group 1 - The company, Guanggang Gas, announced the approval of a new project using part of its raised funds, specifically for the "Wuhan Guanggang Semiconductor Electronic Bulk Gas Station Project" [2] - The company plans to utilize 350 million yuan (approximately 35,000 thousand) of its excess raised funds for this investment [2] - The decision is pending approval from the company's shareholders' meeting [2]
广钢气体:关于2025年半年度利润分配预案的公告
Zheng Quan Ri Bao· 2025-08-08 16:17
Group 1 - The company, Guanggang Gas, announced a profit distribution plan for the first half of 2025, proposing a cash dividend of 0.37 yuan per 10 shares (including tax) to all shareholders [2] - The company will not conduct a capital reserve transfer to increase share capital or issue bonus shares [2]
广钢气体: 关于召开2025年第一次临时股东会的公告
Zheng Quan Zhi Xing· 2025-08-08 16:12
证券代码:688548 证券简称:广钢气体 公告编号:2025-030 广州广钢气体能源股份有限公司 关于召开2025年第一次临时股东会的通知 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: 一、 召开会议的基本情况 (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 召开日期时间:2025 年 8 月 29 日 14 点 00 分 召开地点:广州市荔湾区白鹤洞街道芳村大道东 2 号广钢气体大厦岭南报告 厅 (五) 网络投票的系统、起止日期和投票时间。 网络投票系统:上海证券交易所股东大会网络投票系统 网络投票起止时间:自2025 年 8 月 29 日 至2025 年 8 月 29 日 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。 (七) 涉及公开征集股东投票权 无。 二、 会议审议事项 本次股东会审 ...
广钢气体: 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· 2025-08-08 16:12
Fundraising Overview - The company raised a total of RMB 3,255,615,848.10 from its initial public offering, with a net amount of RMB 3,067,814,636.72 after deducting issuance costs [1][2] - As of June 30, 2025, the balance of the raised funds was RMB 1,326,809,869.83, after using RMB 162,305,087.78 during the reporting period [1][2] Fund Management - The company has established a fundraising management system in accordance with relevant regulations, ensuring proper storage, usage, and supervision of the raised funds [1][2] - A tripartite or quadripartite supervision agreement has been signed with banks and sponsors to ensure strict approval for the use of funds, maintaining dedicated usage [1][2] Fund Usage - The company temporarily supplemented working capital with RMB 40,000,000.00 of idle raised funds, which will be used for business expansion and R&D project expenses [2][3] - The company has not engaged in any early investment or replacement of fundraising projects during the reporting period [2][3] Cash Management - The company has been authorized to manage idle funds by investing in safe, liquid, principal-protected products, with a maximum of RMB 170,000,000.00 allocated for this purpose [2][3] - As of June 30, 2025, the company had a total of RMB 1,320,000,000.00 in cash management products [3][4] Project Investment Status - The company has not used any over-raised funds for permanent working capital supplementation or loan repayment during the reporting period [4][5] - There have been no changes in the use of fundraising projects or delays in project timelines reported [4][5]
广钢气体: 关于公司2025年度“提质增效重回报”行动方案的半年度评估报告
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Viewpoint - The report evaluates the implementation of the "Quality Improvement and Efficiency Enhancement" action plan for 2025 by Guangzhou Guanggang Gas Energy Co., Ltd, highlighting the company's commitment to high-quality development and investor-centric principles [1][2]. Execution Assessment - Core Business Development: The company has aligned with national semiconductor development strategies, successfully securing multiple electronic gas projects in cities like Shenzhen and Nantong, contributing positively to operational performance [2][3]. - Helium Supply Chain Enhancement: The company has signed long-term helium procurement agreements with overseas energy firms, strengthening its supply chain management and expanding its market influence in both domestic and international helium markets [2][3]. - Product Category Expansion: The company is advancing the establishment of electronic specialty gas R&D and production bases in various locations, aiming to enhance domestic production levels of high-end electronic specialty gases [3][4]. Technological Innovation - The company has focused on self-research of core technologies, addressing critical technical challenges in the industrial gas sector, and has made significant advancements in gas production technologies [3][4]. - The company has applied for 12 patents and received 6 patent grants during the reporting period, with a total of 149 patents granted as of June 2025, reflecting a 15.50% year-on-year increase [4]. Risk Management and Internal Control - The company has established a comprehensive risk management and internal control system, enhancing employee awareness of risk management and creating a long-term mechanism for risk prevention and resolution [5][6]. Financial Performance and Dividend Distribution - The company distributed cash dividends totaling 60,675,256.54 yuan (including tax) on June 19, 2025, with a total of 116,087,594.09 yuan (including tax) distributed for the entire year of 2024, representing 46.82% of the net profit attributable to shareholders [5][6]. - For the first half of 2025, the company plans to distribute 0.37 yuan (including tax) per 10 shares, amounting to 48,804,010.69 yuan (including tax), which is 41.53% of the net profit for the period [6]. Future Work Plans - The company aims to ensure the steady construction of existing projects and actively develop new projects in key regions and for important clients in the electronic gas market [7][8]. - The company will enhance internal management processes, strengthen cost control, and improve risk management to ensure operational stability and sustainability [8][9]. - The company plans to increase R&D investment, focusing on core technology development and innovation in electronic specialty gases and equipment manufacturing [8][9].
广钢气体: 关于使用部分超募资金永久补充流动资金的公告
Zheng Quan Zhi Xing· 2025-08-08 16:11
证券代码:688548 证券简称:广钢气体 公告编号:2025-026 广州广钢气体能源股份有限公司 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、准确性和完整性依法承担法律责任。 重要内容提示: 一、募集资金基本情况 公司根据相关法律、法规、规范性文件的规定,对募集资金实行专户存储, 并与保荐机构及相关专户存储银行签署了募集资金监管协议,以便对募集资金 的管理和使用进行监督,保证专款专用。 二、募集资金投资项目的基本情况及超募资金情况 按照《广州广钢气体能源股份有限公司首次公开发行股票并在科创板上市 招股说明书》以及《关于使用部分超募资金投资建设新项目的公告》(公告编 号:2024-006)和《关于使用自有资金增加部分募投项目投资额度并调整部分 项目内部投资结构的公告》(公告编号:2025-008)披露的募集资金投资项目 及募集资金使用计划,公司募投项目均围绕主营业务开展,扣除发行费用后的 募集资金将投资于以下项目: | | | 投资总额 | 拟使用募集资金金额 | | --- | --- | --- | --- | | 序号 | 募投项目名称 | | ...