Workflow
Zhejiang Fengmao Technology (301459)
icon
Search documents
公告精选︱弘景光电:拟15.33亿元投建弘景光电研发制造总部基地项目;吉视传媒:不涉及“国资云”相关业务
Ge Long Hui· 2025-08-09 00:42
Company Announcements - Jihua Group's main business and existing product system do not involve brain-computer interface related fields [1] - Hongjing Optoelectronics plans to invest 1.533 billion yuan to build a research and manufacturing headquarters project [1] - Zhuojin Co., Ltd. won the bid for soil control project around Longchao Line [1] - Jianghuai Automobile's July sales totaled 25,197 units, a year-on-year decrease of 21.73% [1][2] - Lakala intends to transfer 100% equity of certain subsidiaries [1] - Haitai High-tech completed a buyback, spending a total of 70.91 million yuan to repurchase 6.69995 million shares [1] - Tongchen Beijian reported a net profit of 737 million yuan for the first half of the year, a year-on-year decrease of 17.34% [1][3] - Xuelang Environment's shareholders plan to reduce their holdings by a total of no more than 3% [1] - Huaxia Happiness's shareholders plan to reduce their holdings by a total of no more than 3% [1] - Sanxin Medical plans to issue convertible bonds to raise no more than 530 million yuan [1] - *ST Gaohong's stock may face mandatory delisting due to major legal violations [1] Investment and Financial Data - GAC Group's July automobile sales were 119,482 units, a year-on-year decrease of 15.38% [2] - Minghe Co., Ltd. reported July sales revenue of 41.36 million yuan [2] - Tangrenshen's July pig sales revenue totaled 589.6 million yuan [3] - Tiankang Biological's July pig sales revenue was 335 million yuan [3] - Chongqing Construction's new contract amount for the first half of the year was 24.271 billion yuan, a year-on-year decrease of approximately 19.20% [3] Shareholder Actions - Guangdong Hongda's subsidiary plans to acquire 60% equity of Changzhilin [3] - Ningbo Energy intends to acquire a total of 41% equity of Yongneng Comprehensive Energy [3] - Tianyang Technology plans to invest to acquire 51% equity of Moshuzhiqing [3] - ST Lutong's specific shareholders plan to reduce their holdings by a total of no more than 3.27% [3] - Jiuliang Co., Ltd.'s shareholders plan to reduce their holdings by a total of no more than 3% [3] - Ailis's employee stock ownership platform plans to reduce a total of no more than 13.5 million shares [3] - Huaxia Happiness's shareholders plan to reduce their holdings by a total of no more than 3% [3] Other Developments - Sanxin Medical plans to use the raised funds for the expansion project of producing 10 million blood dialysis membranes and 10 million blood dialysis devices [3]
丰茂股份: 第二届董事会第十五次会议决议公告
Zheng Quan Zhi Xing· 2025-08-08 16:23
Group 1 - The company held its 15th meeting of the second board of directors on August 7, 2025, with all 7 directors present, complying with legal and regulatory requirements [1] - The board approved a proposal to change the registered capital and amend the company's articles of association, including a cash dividend distribution of 5 RMB per 10 shares, totaling 40 million RMB, and a capital reserve conversion of 3 shares for every 10 shares, increasing total shares from 80 million to 104 million [1][2] - The company will no longer have a supervisory board, with its functions transferred to the audit committee of the board, and the number of board members will increase from 7 to 9, including 3 independent directors [2][3] Group 2 - The board proposed to authorize the management to handle the necessary business registration changes and amendments to the articles of association, with the authorization valid until the completion of these changes [3] - The board approved the election of a new non-independent director, Mr. Jiang Songzhou, whose term will last until the end of the current board's term [4] - The board unanimously agreed to establish a special account for raised funds at designated banks for the "Intelligent Chassis Thermal Control System Production Base (Phase I) Project" [6][7] Group 3 - The company plans to use part of the raised funds for new project investments, enhancing the efficiency of fund utilization without harming the interests of the company and its shareholders [7] - A third extraordinary general meeting of shareholders is scheduled for August 25, 2025, to review the proposals that require shareholder approval [7][8]
丰茂股份: 董事会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-08 16:23
General Provisions - The rules are established to standardize the decision-making process of the board of directors of Zhejiang Fengmao Technology Co., Ltd. and enhance its operational efficiency [1] Composition and Powers of the Board - The board consists of 9 directors, including 3 independent directors and 1 employee director, with a chairman elected by a majority 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] Transaction Approval Standards - Transactions exceeding certain thresholds must be submitted for board approval, including those where the asset total exceeds 10% of the latest audited total assets or where the transaction amount exceeds 10% of the latest audited net assets [3][4] Board Meeting Procedures - The board must hold at least two meetings annually, with the chairman responsible for convening and notifying directors [5][6] - Directors can propose meeting agendas, and meetings require a majority of directors to be present to proceed [6][7] Voting and Decision-Making - Decisions require a majority vote from attending directors, and specific matters, such as guarantees, require a two-thirds majority [7][8] - Directors with conflicts of interest must abstain from voting on related matters, and decisions must be made by a majority of disinterested directors [8][9] Record Keeping - Meeting records must be maintained, including attendance, agenda, and voting results, and these records are to be preserved for ten years [9] Miscellaneous Provisions - The rules are subject to national laws and the company's articles of association, and any amendments will be interpreted and revised by the board [9]
丰茂股份: 董事会提名委员会工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-08 16:23
General Provisions - The purpose of the work rules is to standardize the selection of directors and senior management personnel, optimize the composition of the board, and improve the corporate governance structure of Zhejiang Fengmao Technology Co., Ltd. [1] - The Nomination Committee is responsible for selecting candidates for directors and senior management, as well as establishing selection criteria and procedures [1][2] Composition of the Committee - The Nomination Committee consists of three directors, with independent directors accounting for more than half [2] - The committee members are nominated by the chairman, more than half of the independent directors, or more than one-third of all directors, and elected by the board [2] Responsibilities and Authority - The Nomination Committee proposes recommendations to the board regarding the nomination or dismissal of directors and the hiring or firing of senior management [3] - If the board does not adopt the committee's recommendations, it must document the committee's opinions and the reasons for non-adoption in the board resolution [3] Meeting Rules - The Nomination Committee meetings are held as needed, with a notice provided three days in advance, unless there are urgent matters [4] - A quorum requires the presence of more than two-thirds of the committee members, and members can delegate their voting rights to other members [4] Documentation and Confidentiality - Meeting records must be signed by attendees and kept as company archives for ten years [5] - All attendees have a confidentiality obligation regarding the matters discussed in the meetings [5] Miscellaneous - Any matters not covered by these rules will follow national laws and regulations, as well as the company's articles of association [5] - The rules take effect upon approval by the board and will be revised as necessary [5]
丰茂股份: 投资者关系管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-08 16:23
浙江丰茂科技股份有限公司 投资者关系管理制度 第一章 总则 第一条 为了进一步加强浙江丰茂科技股份有限公司(以下简称"公司")与 投资者和潜在投资者(以下合称"投资者")之间的沟通,促进投资者对公司的了 解,进一步完善公司法人治理结构,实现公司价值最大化和股东利益最大化,根 据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司投资者关系 管理工作指引》《深圳证券交易所创业板股票上市规则》(以下简称"《上市规 则》")、《深圳证券交易所上市公司自律监管指引第2号——创业板上市公司规 范运作》(以下简称"《2号指引》")等相关法律、法规、规范性文件的规定和 《浙江丰茂科技股份有限公司章程》(以下简称"《公司章程》" )等有关规定, 结合公司实际情况,制定本制度。 第二条 投资者关系管理是指公司通过便利股东权利行使、信息披露、互动 交流和诉求处理等工作,加强与投资者及潜在投资者之间的沟通,增进投资者对 公司的了解和认同,以提升公司治理水平和企业整体价值,实现尊重投资者、回 报投资者、保护投资者目的的相关活动。 第三条 公司的投资者关系管理工作应当遵守法律法规、《上市规则》《2号 指引》和深圳证券交易所其他相 ...
丰茂股份: 关联交易管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-08 16:23
General Principles - The company establishes a management system for related party transactions to ensure fairness and reasonableness in transactions with related parties, in accordance with relevant laws and regulations [2][3] - The interests of all shareholders, especially minority shareholders, must not be harmed in related party transactions [2] - The controlling shareholders, actual controllers, directors, and senior management must not exploit their relationships to harm the company's interests [2] Principles of Related Party Transactions - Related party transactions should adhere to principles of honesty, equality, voluntary participation, and fair pricing [2] - Pricing for related party transactions should not deviate from market standards, and the company must disclose pricing bases adequately [2][7] - Directors and shareholders with conflicts of interest must abstain from voting on related matters [2] Identification of Related Parties - Related parties include both legal entities and natural persons that have significant control or influence over the company [3][4] - Specific criteria for identifying related legal entities and individuals are outlined, including ownership thresholds and control relationships [3][4] Types of Related Party Transactions - Related party transactions encompass a wide range of activities, including asset purchases, financial support, guarantees, and management contracts [6] - The company must take effective measures to prevent monopolistic practices by related parties that could harm the company and non-related shareholders [7] Decision-Making Procedures - Proposals for related party transactions must be detailed and submitted for approval based on the transaction amount and its impact on the company's net assets [8][9] - Transactions exceeding certain thresholds require shareholder approval, with specific documentation such as audit and evaluation reports [8][9] Disclosure Requirements - Written agreements must be established for related party transactions, detailing the terms and conditions [10] - Related directors and shareholders must abstain from voting on transactions where they have a conflict of interest, ensuring that decisions are made by independent parties [11][12] Daily Management of Related Party Transactions - The company can estimate annual amounts for daily related party transactions and must disclose any significant deviations from these estimates [13][14] - Agreements for daily transactions lasting over three years must undergo re-evaluation and disclosure every three years [14] Miscellaneous Provisions - The management system will adhere to national laws and regulations, and any conflicts with the company's articles of association will be resolved in favor of the law [15] - The board of directors is responsible for interpreting the management system, which becomes effective upon approval by the shareholders [15]
丰茂股份: 董事会战略委员会工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Points - The establishment of the Strategic Committee aims to enhance the core competitiveness of the company and improve decision-making efficiency for major investments [1][2] - The committee is responsible for researching and proposing suggestions on the company's long-term strategic planning and major investments [1][2] Group 1: General Provisions - The Strategic Committee is a specialized working body set up by the Board of Directors to study the feasibility of long-term development strategies and major strategic investments [1] - The committee consists of three directors, including at least one independent director [2] Group 2: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on long-term strategic planning, major investments, and capital operations [2] - The committee is tasked with tracking national industrial policy trends and domestic and international market developments to provide strategic opinions to the Board [2] Group 3: Meeting Rules - The committee meetings can be held irregularly based on work needs, requiring at least two members to propose a meeting [3] - A quorum of two-thirds of the committee members is required for meetings to be valid, and members can delegate their voting rights if unable to attend [4] Group 4: Documentation and Confidentiality - Meeting records must be kept, and attendees have the right to request their statements be recorded [5] - All attendees are bound by confidentiality obligations regarding the matters discussed in the meetings [5] Group 5: Miscellaneous - The working rules of the Strategic Committee will be executed according to relevant national laws and the company's articles of association [6] - The rules will take effect upon approval by the Board of Directors [6]
丰茂股份: 公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Summary of Zhejiang Fengmao Technology Co., Ltd. Articles of Association Core Viewpoint The articles of association for Zhejiang Fengmao Technology Co., Ltd. outline the company's legal framework, governance structure, operational objectives, and shareholder rights, ensuring compliance with relevant laws and regulations. Group 1: Company Overview - The company is established as a joint-stock company based on the overall change of Ningbo Fengmao Far East Rubber Co., Ltd. [3] - The registered capital of the company is RMB 104,121,820 [2] - The company is permanently established as a joint-stock company [2] Group 2: Governance Structure - The legal representative of the company is elected by the board of directors and must be registered accordingly [2] - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, and senior management [3] - The company has established a Communist Party organization in accordance with the regulations of the Communist Party of China [3] Group 3: Business Objectives and Scope - The company's business objectives include prioritizing customers, leading the industry, giving back to society, and serving the public [3] - The business scope includes engineering and technology research, automotive parts development, rubber product manufacturing, and various sales activities [3] Group 4: Share Issuance and Capital Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [4] - The total number of shares issued by the company is 104,121,820, all of which are ordinary shares [4] - The company may increase capital through various methods, including issuing shares to unspecified objects [5] Group 5: Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [9] - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except as legally permitted [13] - The company must disclose information and cooperate with shareholders regarding their rights [11] Group 6: Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year [18] - Shareholder meetings can be called by the board of directors or by shareholders holding more than 10% of the shares [21] - The company must provide adequate notice and details regarding the agenda of the meetings [23]
丰茂股份: 重大信息内部报告制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-08 16:23
Core Points - The company has established an internal reporting system for significant information to ensure timely, accurate, and complete disclosure of information that may impact stock prices or investment decisions [1][2][3] Group 1: Internal Reporting Obligations - Internal information reporters include company directors, senior management, department heads, and shareholders holding more than 5% of shares [1][2] - The reporting system applies to significant events such as important meetings, major transactions, and ongoing developments that could affect the company's stock [2][4] - Confidentiality obligations are imposed on internal information reporters until the information is publicly disclosed [2][4] Group 2: Definition of Major Information - Major information encompasses significant meetings, transactions, related party transactions, and litigation matters exceeding specified financial thresholds [2][4][5] - Specific thresholds for reporting include transactions over 1 million RMB for net profit or 10% of audited revenue [2][4] - Related party transactions exceeding 300,000 RMB or 5% of the latest audited net assets must be reported and evaluated [4][5] Group 3: Reporting Procedures - Internal information must be reported to the board secretary or securities department on the same day it is known [12][16] - The board secretary is responsible for evaluating and determining the necessity of public disclosure [13][15] - The securities department is tasked with organizing and maintaining records of reported significant information [13][15] Group 4: Confidentiality and Responsibility - Individuals with access to confidential information must maintain strict confidentiality and limit the number of people informed [14][18] - The board of directors is responsible for overseeing the internal reporting and external disclosure processes [15][19] - Failure to comply with reporting obligations may result in disciplinary actions, including warnings or termination [18][19]
丰茂股份: 对外担保管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-08 16:23
General Principles - The external guarantee management system of Zhejiang Fengmao Technology Co., Ltd. aims to standardize the company's guarantee behavior, control operational risks, and protect investors' rights and financial safety [1] - This system applies to the company and its wholly-owned and controlling subsidiaries, defining "external guarantees" as guarantees provided by the company for others, including guarantees for controlling subsidiaries [1][2] Approval Process - The management of external guarantees follows a multi-layered review system, with the finance department responsible for initial review and daily management, while the securities department ensures compliance [2] - External guarantees must be uniformly managed by the company, and subsidiaries cannot provide guarantees without company approval [2][3] - The highest decision-making body for external guarantees is the shareholders' meeting, with the board of directors exercising decision-making authority based on the company's articles of association [2][3] Guarantee Conditions - Certain external guarantees require board approval before being submitted to the shareholders' meeting, including guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% of net assets [3][4] - Guarantees provided to shareholders, actual controllers, or their related parties require a two-thirds majority approval from the shareholders' meeting [3] Risk Assessment and Management - The finance department is responsible for assessing the creditworthiness of the guaranteed party and evaluating risks before submitting a written report to the securities department [6][7] - The board of directors must conduct thorough investigations into the financial and operational status of the guaranteed party before making decisions [6][7] Daily Management and Disclosure - External guarantees must be documented in written contracts, and the finance department is responsible for the registration and management of all guarantee-related documents [7][8] - The company must continuously monitor the financial status of the guaranteed party and report any significant adverse changes to the board of directors [8][9] Responsibilities and Compliance - All directors must strictly adhere to the company's articles of association and the external guarantee management system when reviewing guarantee matters [9][10] - Any unauthorized signing of guarantee contracts or neglect of duties by relevant personnel will result in accountability for the actual losses incurred by the company [9][10]