Shunya International(300612)
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宣亚国际: 第六届监事会第十一次会议决议公告
Zheng Quan Zhi Xing· 2025-07-18 12:17
Group 1 - The company held its 11th meeting of the 6th Supervisory Board on July 18, 2025, with all three supervisors present, confirming the legality and validity of the meeting procedures [1][2][3] - The Supervisory Board approved the proposal to amend the company's articles of association to comply with the new Company Law and improve corporate governance, with a unanimous vote of 3 in favor [2][3] - The board also approved the proposal to extend the return of idle raised funds amounting to 100 million yuan for temporary working capital, which is expected to enhance liquidity and efficiency without affecting the normal implementation of fundraising projects [3][4] Group 2 - The Supervisory Board agreed to reappoint Zhongxinghua Accounting Firm for the 2025 audit, citing their qualifications and experience in providing audit services to listed companies, with a unanimous vote of 3 in favor [3][4] - All proposals discussed in the meeting are subject to approval at the company's first extraordinary general meeting of shareholders in 2025 [3][4]
宣亚国际: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-07-18 12:16
Meeting Information - The company will hold its first extraordinary general meeting of shareholders in 2025 on August 4, 2025, at 14:30 [1][2] - The meeting will utilize a combination of on-site and online voting methods [1][2] Voting Procedures - Shareholders can vote through the Shenzhen Stock Exchange trading system or the internet voting system on the same date [2][8] - The record date for shareholders eligible to attend the meeting is July 30, 2025 [2] Registration Requirements - Natural person shareholders must present their ID and shareholder account card for registration [5] - Legal entity shareholders must provide their business license and relevant identification for registration [5] Meeting Agenda - The proposals to be voted on at the meeting include specific resolutions that require a two-thirds majority for approval [4] - The results of the voting will be disclosed separately for minority investors [4] Contact Information - The company has provided contact details for inquiries related to the meeting [6][9]
宣亚国际: 关于修订《公司章程》及部分制度的公告
Zheng Quan Zhi Xing· 2025-07-18 12:16
Core Viewpoint - The company, Xuan Ya International Marketing Technology (Beijing) Co., Ltd., has revised its articles of association and related governance documents to enhance corporate governance and comply with new legal requirements [1]. Summary by Sections Company Articles Revision - The revision of the articles of association aims to protect the rights of the company, shareholders, and creditors, and to standardize the company's organization and behavior [1]. - The revised articles include changes to the definition of stakeholders, now including employees alongside shareholders and creditors [1]. Legal Representation - The chairman of the board is designated as the legal representative of the company [2]. - In the event of the chairman's resignation, it is considered a simultaneous resignation from the role of legal representative [3]. Liability and Responsibilities - The company assumes civil liability for actions taken by the legal representative in the course of their duties [4]. - The company is liable for its debts with all its assets, while shareholders are only liable to the extent of their subscribed shares [5]. Share Issuance and Rights - The company’s shares are to be issued on the principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [6]. - The total number of shares issued by the company is 180.454496 million, all of which are ordinary shares [8]. Capital Increase and Share Repurchase - The company can increase its capital through various means, including public offerings and stock dividends, subject to shareholder approval [9]. - The company is restricted from repurchasing its shares except under specific conditions, such as capital reduction or employee stock plans [10]. Shareholder Rights and Obligations - Shareholders have the right to receive dividends, participate in meetings, and supervise company operations [12]. - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except as legally permitted [18]. Governance and Decision-Making - The company’s governance structure includes provisions for the board of directors and shareholder meetings to make key decisions regarding company operations and financial matters [23]. - Specific transactions, such as significant asset purchases or guarantees, require approval from the shareholders [25]. Control and Accountability - The controlling shareholders and actual controllers must act in accordance with laws and regulations, ensuring the protection of the company’s interests [20]. - Any misuse of control or related party transactions that harm the company or other shareholders is prohibited [21].
宣亚国际: 关于选举第五届董事会职工董事的公告
Zheng Quan Zhi Xing· 2025-07-18 12:16
Core Points - The company announced the election of Mr. Zhang Erdong as the employee director of the fifth board of directors during the first employee representative meeting held on July 18, 2025 [1] - The election complies with relevant laws and regulations, ensuring that the number of employee representatives on the board does not exceed half of the total board members [1] Summary by Sections Company Governance - The company held its first employee representative meeting to enhance its governance structure [1] - Mr. Zhang Erdong was elected as the employee director, with his term aligning with that of the fifth board of directors [1] Director Profile - Mr. Zhang Erdong, born in August 1969, holds a college degree and has held various positions including IT department manager and vice president of Beijing Xuanya International Investment Co., Ltd [2] - He currently does not hold any shares in the company and has no related party relationships with major shareholders or other board members [2] - Mr. Zhang meets all the qualifications required by the Company Law and relevant regulations [2]
宣亚国际: 《规范与关联方的资金往来制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 12:15
Core Viewpoint - The document outlines the management system for fund transactions between Xuan Ya International Marketing Technology (Beijing) Co., Ltd. and its related parties, aiming to prevent fund occupation by related parties and protect the rights of the company and its stakeholders [1][5]. Group 1: General Principles - The system is established to regulate fund transactions with controlling shareholders, actual controllers, and other related parties to avoid fund occupation and ensure compliance with relevant laws and regulations [1][2]. - The system applies to fund transactions between subsidiaries included in the company's consolidated financial statements and related parties [1]. Group 2: Types of Fund Occupation - Operating fund occupation refers to fund occupation arising from related transactions such as procurement and sales [2]. - Non-operating fund occupation includes various forms of financial support to related parties, such as paying salaries, benefits, and debts on behalf of related parties, as well as providing funds without genuine transactions [2]. Group 3: Prevention Principles and Regulations - Company directors and senior management are legally obligated to ensure the safety of company funds and must diligently perform their duties according to relevant laws and the company's articles of association [3]. - The company is prohibited from providing funds to related parties through various means, including paying expenses on behalf of related parties or providing loans without proper justification [3][4]. Group 4: Independence and Oversight - The company must maintain independence in assets, personnel, finance, and operations from related parties [4]. - The finance department is responsible for daily prevention and self-inspection of fund occupation, reporting any findings immediately [4][5]. Group 5: Audit and Reporting - The audit management department must conduct regular checks on fund occupation and report findings to the audit committee of the board [5]. - The company must disclose any fund occupation by controlling shareholders or actual controllers in its annual financial reports [5]. Group 6: Legal Obligations and Consequences - The board must take effective measures against related parties that infringe on company assets and report to regulatory authorities if necessary [5][6]. - Violations of the fund management system by directors or senior management may result in administrative penalties and civil liability [6][7]. Group 7: Implementation and Amendments - The system takes effect upon approval by the board of directors and will be amended in accordance with future legal changes [7].
宣亚国际: 《公司章程》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 12:15
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1][2] - The registered capital of the company is RMB 180.454496 million [2] - The company was approved by the China Securities Regulatory Commission to issue 18 million shares of ordinary stock to the public on January 13, 2017 [1][2] Business Objectives and Scope - The company's business objective is to maximize economic and social benefits while adhering to national laws and regulations [4] - The business scope includes technology services, software development, marketing planning, and advertising services among others [4] Shares - The company's shares are issued in the form of stocks, with all shares being ordinary shares [5][6] - The total number of shares issued by the company is 180.454496 million [5] Shareholder Rights and Obligations - Shareholders have rights to dividends, voting, and supervision of company operations [14] - Shareholders must comply with laws and the company's articles of association, and cannot withdraw their capital except as legally permitted [18] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the fiscal year [26] - Shareholder meetings must be convened in accordance with legal and regulatory requirements, and shareholders have the right to propose agenda items [61][62] Board of Directors - The board of directors is responsible for managing the company and must report to the shareholders [77] - Independent directors must also provide performance reports during the annual shareholder meeting [77] Financial Management - The company must disclose financial information and ensure compliance with relevant regulations regarding external guarantees and financial assistance [21][22] - Any external guarantees exceeding 10% of the company's latest audited net assets must be approved by the shareholders [21]
宣亚国际: 《防范控股股东及关联方占用公司资金管理制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 12:13
Core Viewpoint - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The management system aims to prevent both operational and non-operational fund occupation by the controlling shareholder and related parties [1]. - The company’s directors and senior management have a legal obligation to safeguard the company’s financial security [1]. Group 2: Prevention Principles - The company must strictly prevent fund occupation during operational transactions with the controlling shareholder and related parties [2]. - Specific prohibited actions include providing funds for wages, benefits, or other expenses, lending funds, and issuing commercial acceptance bills without real transaction backgrounds [2][3]. Group 3: Responsibilities and Measures - The chairman of the company is the primary responsible person for preventing fund occupation [4]. - The board of directors and CEO must review and approve transactions with the controlling shareholder and related parties according to their respective authorities [4]. - The finance department is required to conduct regular checks on non-operational fund transactions and report findings [5]. Group 4: Accountability and Penalties - Directors and senior management who assist or condone fund occupation will face disciplinary actions, including potential dismissal [6]. - The company will pursue legal responsibility against those causing financial harm through fund occupation or related violations [7]. Group 5: Definitions and Applicability - The controlling shareholder is defined as a shareholder holding more than 50% of the company’s total share capital or having significant voting power [9]. - The management system will be effective upon approval by the shareholders' meeting [9].
宣亚国际: 《内幕信息知情人登记制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 12:13
Core Viewpoint - The document outlines the insider information management system of Xuan Ya International Marketing Technology (Beijing) Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations to protect investors' rights and ensure fair information disclosure [1][2]. Group 1: Insider Information Management - The board of directors is designated as the insider information management body, with the board secretary responsible for confidentiality management and daily operations handled by the securities department [2]. - Any department or individual must not disclose insider information without board approval, and all external communications involving such information require prior review by the board secretary [2][3]. - Insider information includes significant changes in business operations, major investments, important contracts, and any events that could materially affect the company's stock price [3][4]. Group 2: Scope of Insider Information - Insider information encompasses various aspects such as major operational changes, significant asset transactions exceeding 30% of total assets, and any substantial losses or debts [3][4]. - Individuals classified as insider information personnel include company executives, major shareholders, and those who can access insider information due to their roles or relationships with the company [4][5]. Group 3: Registration and Documentation - The company must maintain a record of insider information personnel, including details about when and how they became aware of the information, and this must be reported to the Shenzhen Stock Exchange within five trading days after public disclosure [4][6]. - The board of directors is responsible for ensuring the accuracy and completeness of the insider information personnel records, with the chairman and board secretary confirming the documentation [6][7]. Group 4: Confidentiality and Compliance - Insider information personnel are required to keep the information confidential and must not engage in insider trading or assist others in manipulating stock prices [8][9]. - The company must implement confidentiality agreements with relevant parties involved in significant transactions to safeguard sensitive information [8][9]. Group 5: Accountability and Penalties - The company is mandated to conduct self-inspections regarding insider trading activities within five trading days following the release of annual and semi-annual reports [9][10]. - Violations of the insider information management rules can lead to disciplinary actions, including warnings, demotions, or even legal consequences for severe breaches [10][11].
宣亚国际: 《董事、高级管理人员持有和买卖公司股票管理制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 12:12
Core Viewpoint - The document outlines the management system for the shareholding and trading of company stocks by directors and senior management of Xuan Ya International Marketing Technology (Beijing) Co., Ltd, emphasizing compliance with relevant laws and regulations to maintain market order and transparency [1][2]. Group 1: General Provisions - The system aims to strengthen the management of shares held by directors and senior management, ensuring adherence to the Company Law and Securities Law [1]. - It applies to all directors and senior management, including the CEO, vice presidents, and financial directors, who must comply with the reporting obligations regarding their shareholdings [2]. Group 2: Information Reporting and Disclosure - The company secretary is responsible for managing the data and information related to the shareholdings of directors and senior management, ensuring timely reporting to the Shenzhen Stock Exchange [5]. - Directors and senior management must report their shareholding information within specific timeframes, such as within two trading days after changes occur [6][8]. Group 3: Shareholding Changes Management - Directors and senior management must notify the company secretary of their trading plans in writing before buying or selling shares, ensuring compliance with legal and regulatory requirements [7]. - Any changes in shareholdings must be reported within two trading days, including details such as the number of shares before and after the change [8][9]. Group 4: Restrictions on Trading - Directors and senior management are prohibited from trading company shares during certain periods, such as 15 days before the annual or semi-annual report announcements [9]. - Specific conditions restrict the transfer of shares, including a limit of 25% of their total shareholdings within a year [8][10]. Group 5: Responsibilities and Penalties - Violations of the trading regulations may result in disciplinary actions, including warnings, demotions, or legal consequences, depending on the severity of the breach [35][36]. - The company is required to maintain records of any violations and report them to regulatory authorities as necessary [36].
宣亚国际: 《对外担保管理制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 12:12
Core Viewpoint - The document outlines the external guarantee management system of Xuan Ya International Marketing Technology (Beijing) Co., Ltd, emphasizing the need for internal control, risk prevention, and compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The company aims to strengthen internal control over external guarantee business and standardize guarantee behavior to prevent risks [1]. - The external guarantee management system applies to the company and its controlling subsidiaries, requiring approval from the shareholders' meeting or board of directors for any external guarantees [2][3]. Group 2: Guarantee Conditions - The finance department is responsible for handling guarantee business, ensuring personnel are qualified and knowledgeable about relevant laws and regulations [5][6]. - Prior to signing a guarantee contract, a letter of intent must be drafted, accompanied by necessary documentation [7]. Group 3: Approval Process - Guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% require board and shareholder approval [4][5]. - Independent directors may hire accounting firms to verify the company's guarantee situation if necessary [5][6]. Group 4: Risk Management - The board must assess the financial status and creditworthiness of the guaranteed party, ensuring compliance and risk control measures are in place [6][7]. - The company only accepts specific assets as collateral and must register or notarize these assets as required by law [7][8]. Group 5: Legal Responsibilities and Disclosure - The company must adhere strictly to the established system, with penalties for violations based on the severity of the situation [9][10]. - Timely disclosure of guarantees is required, including total amounts and any significant changes in the guaranteed party's financial situation [10][11].