SHENZHEN JAME TECHNOLOGY CORP.(300868)
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杰美特:公司拟收购思腾合力控制权的交易事项尚处于筹划阶段
Zheng Quan Ri Bao· 2025-07-29 11:41
证券日报网讯杰美特7月29日在互动平台回答投资者提问时表示,公司拟收购思腾合力控制权的交易事 项尚处于筹划阶段,如涉及应披露的信息敬请关注公司公告,公司将严格按照法律法规及时履行信息披 露义务。 (文章来源:证券日报) ...
杰美特:公司暂无在香港上市计划
Zheng Quan Ri Bao· 2025-07-29 11:41
(文章来源:证券日报) 证券日报网讯杰美特7月29日在互动平台回答投资者提问时表示,公司暂无在香港上市计划。公司如有 相关事项达到信息披露标准,将严格按照法律法规及时履行信息披露义务。 ...
杰美特(300868) - 关于使用闲置募集资金进行现金管理的进展公告
2025-07-25 09:15
深圳市杰美特科技股份有限公司 关于使用闲置募集资金进行现金管理的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整,没有虚 假记载、误导性陈述或重大遗漏。 深圳市杰美特科技股份有限公司(以下简称"公司")于 2024 年 12 月 5 日 召开了第四届董事会第十六次会议、第四届监事会第十次会议,审议通过了《关 于使用闲置募集资金进行现金管理与闲置自有资金投资理财额度及有效期的议 案》,同意公司在不影响募集资金投资项目建设和公司正常运营的情况下,使用 不超过 12 亿元的闲置募集资金进行现金管理以及不超过 4.5 亿元的闲置自有资 金进行投资理财,有效期自本议案经公司 2024 年第三次临时股东大会审议通过 之日起 12 个月内有效,在前述额度内,资金可循环滚动使用。公司独立董事、 监事会、保荐机构均发表了明确同意意见。具体内容详见公司 2024 年 12 月 6 日 刊登于巨潮资讯网(www.cninfo.com.cn)上的《关于使用闲置募集资金进行现 金管理与闲置自有资金投资理财额度及有效期的公告》(公告编号:2024-086) 和 2024 年 12 月 23 日刊登于巨潮资讯网(www. ...
并购重组跟踪(二十八)
Soochow Securities· 2025-07-22 12:12
Group 1: M&A Activity Overview - From July 14 to July 20, there were 77 M&A events involving listed companies, with 27 classified as significant M&A transactions[9] - Out of the total M&A events, 12 were completed, including 1 significant M&A transaction involving Baota Industrial[9] - There were 3 failed M&A attempts by listed companies, specifically by Lixing Co., Hongming Co., and Zhongji Health[15] Group 2: Policy Updates - On July 18, Tianjin's financial authorities released measures to support M&A, focusing on 12 key industrial chains and establishing a resource pool for quality M&A targets[7] - The Shanghai G60 Science and Technology Innovation Group held a summit on July 16 to discuss M&A and overseas expansion in the context of innovation and industry leadership[7] Group 3: Market Performance - During the week of July 14 to July 20, the restructuring index outperformed the Wind All A index by 0.27%[19] - Over a mid-term view, the restructuring index's rolling 20-day return shifted from negative to positive compared to the Wind All A index[19] Group 4: Control Changes - Two listed companies reported changes in actual control during this period, with Shenjian Co. and Hualan Group undergoing ownership transitions[17]
杰美特: 关于召开2025年第一次临时股东会的通知
Zheng Quan Zhi Xing· 2025-07-18 11:28
Meeting Information - Shenzhen Jiemite Technology Co., Ltd. will hold its first extraordinary general meeting of shareholders in 2025 on August 5, 2025, combining on-site voting and online voting [1][2] - The on-site meeting will start at 15:00 on August 5, 2025, with online voting available from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on the same day [1][2] Shareholder Rights and Voting - All shareholders registered by the close of trading on July 30, 2025, are entitled to attend the meeting and vote, either in person or by proxy [2][3] - Voting rights will be determined by the first valid vote in case of duplicate votes [2][3] Meeting Agenda - The meeting will review proposals, with specific voting requirements: proposals requiring a two-thirds majority and others needing a simple majority [3][4] - Detailed resolutions will be published on the same day on the Giant Tide Information Network [3] Registration Process - Different registration requirements for corporate and individual shareholders, including necessary documentation for attendance [3][4] - QFII shareholders must provide specific documentation for registration [4] Online Voting Procedure - Shareholders can participate in online voting through the Shenzhen Stock Exchange trading system and internet voting system [5] - Detailed procedures for online voting are provided in the attachments [5] Additional Documents - Attachments include the online voting procedure, proxy authorization form, and shareholder registration form [5][6]
杰美特: 内幕信息及知情人管理制度(2025.07)
Zheng Quan Zhi Xing· 2025-07-18 11:24
Core Points - The document outlines the insider information management system of Shenzhen Jiemite Technology Co., Ltd, aiming to regulate insider information handling and ensure fair disclosure to protect shareholders' rights [1][2]. Group 1: General Provisions - The board of directors is responsible for managing insider information and ensuring the accuracy and completeness of insider information records, with the chairman as the primary responsible person [1]. - The board secretary is tasked with organizing and coordinating the implementation of this system, while the audit committee supervises its execution [1]. Group 2: Insider Information Definition - Insider information refers to undisclosed information that significantly impacts the company's operations, finances, or stock prices, as defined by the Securities Law [2][3]. - The scope of insider information includes major changes in business policies, significant investments, important contracts, major debts, and other critical events affecting the company [3][4]. Group 3: Insider Information Recipients - Insider information recipients include company directors, senior management, and other personnel who may access insider information due to their roles [4][5]. - The list of insider information recipients also extends to shareholders holding more than 5% of the company's shares and relevant external parties involved in significant transactions [5][6]. Group 4: Registration and Management - The company must maintain a registration file for insider information recipients, which includes personal and professional details, and submit this to the Shenzhen Stock Exchange within five working days after the information is disclosed [6][7]. - The board of directors is responsible for verifying the authenticity and completeness of the insider information recipient records [7][8]. Group 5: Confidentiality Obligations - Insider information recipients are obligated to maintain confidentiality before the information is publicly disclosed, and any breach may lead to disciplinary actions [10][11]. - The company must ensure that the flow of insider information is strictly controlled and that necessary confidentiality agreements are in place with external parties [11][12]. Group 6: External Information Users - External information users, defined as those receiving insider information from the company, must also adhere to confidentiality obligations and are subject to the same restrictions as insider information recipients [13][14]. - The company retains the right to refuse to disclose insider information to external parties that do not have a legal basis for such requests [14][15].
杰美特: 董事会审计委员会工作细则(2025.07)
Zheng Quan Zhi Xing· 2025-07-18 11:24
General Overview - The company establishes an Audit Committee to enhance decision-making and ensure effective supervision of the management by the Board of Directors [1][2]. Composition of the Audit Committee - The Audit Committee consists of three directors, including two independent directors, with an accounting professional serving as the convener [2][3]. - The term of the Audit Committee aligns with that of the Board of Directors, and members can be re-elected [2][3]. Responsibilities and Authority - The Audit Committee is responsible for overseeing both internal and external audits, evaluating audit work, and ensuring compliance with financial reporting and internal control standards [3][4]. - It must provide an annual self-assessment report on internal controls, including the effectiveness of these controls and any identified deficiencies [4][3]. Decision-Making Procedures - The Audit Committee meetings can be regular or temporary, with a minimum attendance requirement of two-thirds of the members for decisions to be valid [7][6]. - Decisions require a majority vote from the members present, and the committee can use communication methods for voting if necessary [6][7]. Meeting Protocols - Meetings are to be documented, and all members are required to maintain confidentiality regarding the discussed matters [8][7]. - The committee can invite non-member directors and senior management to attend meetings but without voting rights [8][7]. Conflict of Interest Management - A conflict of interest policy is in place, requiring members with a vested interest in a matter to recuse themselves from discussions and votes [8][7].
杰美特: 董事、高级管理人员薪酬管理制度(2025.07)
Zheng Quan Zhi Xing· 2025-07-18 11:24
Core Points - The management system for the remuneration of directors and senior management at Shenzhen Jiemite Technology Co., Ltd. aims to enhance work motivation and establish an incentive mechanism aligned with modern corporate governance [1] - The system applies to board members and senior management, including the general manager, deputy general managers, financial director, and board secretary [1] Chapter Summaries Chapter 2: Remuneration Management Organization - The remuneration and assessment committee of the board is responsible for reviewing the remuneration standards and conducting annual assessments of directors and senior management [2] - The human resources and finance departments assist in the implementation of remuneration plans, reporting to the board [2] Chapter 3: Composition of Remuneration - Directors who are employees receive remuneration based on their specific job roles, with the chairman's allowance set between 500,000 to 1,200,000 yuan per year, contingent on participation in daily management [3] - Independent directors receive allowances ranging from 50,000 to 250,000 yuan per year, with expenses incurred during their duties reimbursed by the company [3] - Senior management remuneration consists of a base salary and performance bonuses, with specific salary ranges for positions such as general manager (400,000 to 1,000,000 yuan), deputy general manager (300,000 to 800,000 yuan), board secretary (300,000 to 800,000 yuan), and financial director (250,000 to 700,000 yuan) [3] Chapter 4: Remuneration Distribution - Directors' remuneration is distributed regularly, while senior management's base salary is paid monthly, with performance bonuses distributed at the end of the fiscal year [5] Chapter 5: Remuneration Adjustment and Incentives - The company may propose annual remuneration adjustments based on operational performance, industry standards, and inflation, requiring board and shareholder approval [7] - The remuneration system is designed to support the company's strategic goals and may be adjusted in response to significant changes in the economic environment [7] - Salary reductions or deductions may occur for directors and senior management under specific circumstances, such as serious violations of company policies or causing significant economic losses [7] Chapter 6: Other Provisions - The management system is subject to relevant national laws and regulations, and it becomes effective upon approval by the shareholders' meeting [9]
杰美特: 总经理工作细则(2025.07)
Zheng Quan Zhi Xing· 2025-07-18 11:24
General Provisions - The purpose of the work guidelines is to improve the management efficiency and level of Shenzhen Jiemite Technology Co., Ltd. and to enhance the governance structure of the company, protecting the legal rights of the company and all shareholders [1][2] - The guidelines apply to the company and are binding on the company's senior management [1][2] - Senior management includes the general manager, deputy general managers, financial director, and board secretary [1][2] Appointment and Qualifications of the General Manager - The company has one general manager and several deputy general managers, with the appointment process defined by the board of directors [1][2] - The general manager's term coincides with that of the board of directors and can be reappointed [1][2] - Specific disqualifications for the general manager are outlined, including criminal convictions and financial irresponsibility [1][2] Powers and Responsibilities of the General Manager - The general manager is responsible for the daily operations and management of the company, implementing board resolutions, and reporting to the board [1][3] - The general manager has the authority to propose annual financial budgets, profit distribution plans, and other significant operational decisions [3][4] - The general manager must maintain the company's assets and ensure compliance with laws and regulations [6][7] Reporting and Accountability - The general manager is required to report on the company's operations, major contracts, and financial status to the board regularly [10][12] - A written annual report must be submitted to the board, covering business operations, financial conditions, and future plans [12][14] Performance Evaluation and Incentives - The board is responsible for organizing the performance evaluation of the general manager, linking compensation to company performance and individual achievements [26][28] - Violations of laws or negligence resulting in company losses may lead to economic penalties or legal consequences for the general manager [28][29]
杰美特: 董事会议事规则(2025.07)
Zheng Quan Zhi Xing· 2025-07-18 11:24
Group 1 - The rules aim to standardize the decision-making process and operational procedures of the board of directors of Shenzhen Jiemite Technology Co., Ltd. [2] - The board of directors is responsible for exercising its powers according to laws, regulations, and the company's articles of association [2] - The board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [4] Group 2 - Temporary meetings must be convened under specific circumstances, such as proposals from shareholders holding more than 10% of voting rights [5] - The proposal for a temporary meeting must include detailed information such as the proposer’s name, reasons for the proposal, and specific agenda items [5][6] - The chairman of the board is responsible for convening and presiding over the meetings [8] Group 3 - A quorum for board meetings requires the presence of more than half of the directors [5] - Directors must attend meetings in person, and if unable to do so, they must review materials and provide written opinions [8][9] - Voting at board meetings is conducted by written ballot, with options for approval, disapproval, or abstention [18] Group 4 - The board must ensure that all directors receive sufficient materials and information prior to meetings [12] - Meeting records must be accurate and include details such as the date, attendees, agenda, and voting results [27][29] - The chairman is responsible for ensuring the implementation of board resolutions and reporting on their execution in subsequent meetings [19]