日常关联交易
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石大胜华: 石大胜华2025年第四次临时股东大会会议材料
Zheng Quan Zhi Xing· 2025-09-02 16:15
Meeting Information - The on-site meeting of Shida Shenghua New Materials Group Co., Ltd. is scheduled for September 10, 2025, at 14:00 [1] - The meeting will take place at the company's office located at 198 Tongxing Road, Dongying City, Shandong Province [1] Attendance Requirements - Attendees must arrive 30 minutes before the meeting for registration and present valid identification [2] - Shareholders must submit a speech registration form in advance to speak during the meeting [2] Agenda Items - The meeting will discuss two main proposals: 1. Increasing the estimated amount for daily related transactions 2. Revising the "Management Measures for Raised Funds" [3] Proposal on Daily Related Transactions - The company plans to increase the estimated amount for daily related transactions from 15,000 million to 50,000 million, with a current cumulative transaction amount of 12,500 million [4] - The independent directors and audit committee have reviewed and approved the increase, stating it aligns with legal regulations and does not harm the interests of the company or minority shareholders [4][5] Related Party Information - The related party involved is Qingdao Economic and Technological Development Zone Investment Holding Group Co., Ltd., which is the controlling shareholder of the company [5] - The company maintains a stable cooperative relationship with the related party, and the transactions are necessary for business development [7] Proposal on Fund Management - The second proposal involves revising the "Management Measures for Raised Funds" in accordance with relevant laws and regulations [8]
中控技术股份有限公司
Shang Hai Zheng Quan Bao· 2025-08-30 02:04
Group 1 - The company has revised its articles of association, changing "shareholders' meeting" to "shareholders' assembly" and removing references to the "supervisory board" and "supervisors" [1] - The revisions do not involve substantial changes to other provisions of the articles of association, which include adjustments to clause numbering and punctuation that do not affect the meaning [1] - The revised articles will take effect after approval by the shareholders' assembly and will be disclosed on the Shanghai Stock Exchange website [1] Group 2 - The company plans to revise and establish certain governance systems to enhance internal governance mechanisms, in accordance with relevant laws and regulations [2] - These proposed revisions have been approved by the company's sixth board of directors and will require approval at the second extraordinary shareholders' meeting in 2025 to take effect [2] Group 3 - The company announced an increase in the estimated amount for daily related party transactions for 2025, which requires approval from the shareholders' assembly [3][4] - The increase in daily related party transactions is necessary for the company's normal operations and will be priced based on market rates, ensuring no harm to the company's independence or shareholder interests [4][20] Group 4 - The company has approved an increase in the estimated amount for daily related party transactions by 26,250 million yuan, bringing the total estimated amount for 2025 to 268,700 million yuan [6][7] - The independent directors and audit committee have reviewed and approved the increase, confirming it aligns with the company's operational needs and complies with legal regulations [7] Group 5 - The company plans to use up to 3 billion yuan of temporarily idle self-owned funds for entrusted wealth management to improve fund utilization efficiency and increase returns for shareholders [22][24] - The investment will be made in safe, liquid financial products, with a focus on maintaining the safety of funds and not affecting the company's normal operations [24][30] Group 6 - The company has conducted a special report on the storage and actual use of raised funds for the first half of 2025, confirming compliance with relevant regulations [57] - The total amount raised from the initial public offering was 1,755.41 million yuan, with a net amount of 1,637.32 million yuan after deducting issuance costs [58] - As of June 30, 2025, the actual use of raised funds was 1,679.30 million yuan, with a remaining balance of 19.91 million yuan [58]
美埃(中国)环境科技股份有限公司 2025年半年度募集资金存放 与实际使用情况的专项报告
Zheng Quan Ri Bao· 2025-08-30 00:53
Fundraising Overview - The company raised a total of RMB 980,784,000.00 from the issuance of 33,600,000 shares at a price of RMB 29.19 per share, with a net amount of RMB 891,810,577.60 after deducting underwriting and other issuance costs [1][2] - The actual amount received was RMB 914,129,120.00, which includes untransferred issuance costs of RMB 22,318,542.40 [1] Fund Usage and Balance - As of June 30, 2025, the company has utilized RMB 493,741,885.22 of the raised funds and has replaced RMB 15,944,203.02 for issuance costs [2] - The balance in the fundraising account was RMB 172,181,185.10, with RMB 270,000,000.00 in cash management products that have not yet matured [2][6] Fund Management - The company has established a fundraising management system to ensure proper use and management of the funds, in compliance with relevant regulations [3] - A tripartite supervision agreement was signed with several banks to clarify the rights and obligations of all parties involved in the management of the funds [3] Investment Projects - The company has not used self-raised funds for pre-investment in fundraising projects during the reporting period [5] - There were no instances of using idle funds to supplement working capital [5] Cash Management - The company has approved the use of up to RMB 586,000,000.00 of temporarily idle funds for cash management, with a focus on high-security and liquid investment products [5] - As of June 30, 2025, the total investment income from cash management was RMB 367,676.58 [6] Use of Over-raised Funds - The company has used RMB 53,462,956.35 of over-raised funds to permanently supplement working capital, with a similar amount of RMB 37,000,000.00 approved later [7][8] - By June 30, 2025, a total of RMB 142,553,400.00 of over-raised funds has been used for this purpose [9] Project Adjustments - The company has postponed the expected usable status date for certain fundraising projects to July 1, 2026, as approved in board meetings [12] Compliance and Reporting - The company has adhered to all relevant laws and regulations regarding the use of raised funds and has disclosed information accurately and timely [13][23]
中泰证券: 中泰证券股份有限公司关于控股子公司签署日常关联交易框架协议的公告
Zheng Quan Zhi Xing· 2025-08-29 18:21
Core Viewpoint - The announcement details the signing of framework agreements for daily related transactions between the subsidiary Zhongtai Futures and its indirect controlling shareholder Shandong Energy Group, focusing on commodity trading, derivative transactions, and asset management services [1][2]. Group 1: Daily Related Transactions Overview - Zhongtai Futures plans to engage in commodity purchase and sale, derivative trading, and provide financial services to Shandong Energy Group and its subsidiaries [1][2]. - The agreements include a Commodity Purchase Framework Agreement, Risk Management Service Framework Agreement, Asset Management Service Framework Agreement, and Futures Brokerage Service Framework Agreement [1][2]. Group 2: Transaction Approval Process - The proposal for the framework agreements was approved unanimously at the third board meeting on August 29, 2025, with certain related directors abstaining from the vote [2]. - The transactions require further approval from the company's shareholders, with specific shareholders abstaining from voting at the meeting [2]. Group 3: Financial Details and Transaction Limits - The expected transaction amounts and categories are outlined, with specific limits set for each agreement, including the purchase costs and asset management fees [2][5]. - The agreements are set to be effective from January 1, 2026, to December 31, 2028, contingent upon necessary approvals [6]. Group 4: Related Party Information - Shandong Energy Group, the indirect controlling shareholder, has a registered capital of RMB 30.2 billion and is involved in various sectors including coal, electricity, and financial services [4][5]. - The group has total assets of RMB 1,045.385 billion as of the end of 2024, indicating a strong financial position [5]. Group 5: Pricing and Independence - The pricing for the transactions is based on fair market value and independent third-party pricing, ensuring no harm to the company or minority shareholders [5][6]. - The transactions are characterized as daily related transactions necessary for business operations, maintaining the company's independence and not creating reliance on related parties [6].
康为世纪: 中信证券股份有限公司关于江苏康为世纪生物科技股份有限公司预计2025年度日常关联交易的专项核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The report outlines the expected daily related transactions of Jiangsu Kangwei Century Biotechnology Co., Ltd. for the year 2025, emphasizing the necessity and fairness of these transactions in supporting the company's operational needs and market competitiveness [1][5][6]. Summary by Sections Daily Related Transactions Overview - The expected amount for daily related transactions in 2025 is estimated at 284 million yuan, with specific categories including raw material purchases and service provisions [1][5]. - The company anticipates a significant increase in transactions with Shanghai Tianhao Biotechnology Co., Ltd. due to new business developments [1][5]. Expected and Executed Transactions for 2024 - The company did not estimate or disclose related transactions for 2024 due to the small amount not meeting the board's review standards [2]. Related Parties and Relationships - Key related parties include Shanghai Tianhao Biotechnology Co., Ltd. and Beijing Kangwei, with established relationships based on shareholding and operational ties [2][3]. Main Content and Pricing Policy of Related Transactions - The main expected transactions for 2025 include vehicle leasing, office space leasing, property management services, technical services, and product sales [5]. - Pricing for these transactions will be based on market principles, ensuring fairness and non-detriment to the company's interests [5][6]. Necessity and Impact of Related Transactions - The anticipated related transactions are deemed necessary for the company's operational activities, contributing to stable business development and enhanced market competitiveness [5][6]. - The pricing of related transactions will follow fair and voluntary principles, ensuring no adverse effects on the company or its shareholders [6]. Review Procedures and Opinions - The board of directors and independent directors have reviewed and approved the related transactions, confirming compliance with legal and regulatory requirements [6][7].
澳华内镜: 关于增加2025年度日常关联交易额度的公告
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The company has approved an increase in the expected daily related party transaction limit for 2025, amounting to 4.5 million RMB, which is based on normal business operations and market pricing, ensuring no impact on the company's independence or shareholder interests [1][2]. Summary by Sections Daily Related Party Transactions - The company held board meetings on August 27, 2025, where the proposal to increase the daily related party transaction limit was unanimously approved by non-related directors and all supervisors [1]. - The newly added daily related party transaction limit for 2025 is 4.5 million RMB, which is a part of the company's normal business operations [1][2]. Transaction Details - The expected categories and amounts of the related party transactions include sales of products to related parties, with a total expected transaction amount of 17.975 million RMB for 2025, which includes the newly added limit [2][5]. - The breakdown of the expected related party transactions includes sales to Shanghai Pinde Aohua Medical Equipment Co., Ltd. and Hangzhou Kangrui Medical Equipment Co., Ltd., with specific amounts detailed in the report [2][5]. Related Party Information - Shanghai Pinde Aohua Medical Equipment Co., Ltd. is a subsidiary in which the company holds a 33.33% stake, and it has total assets of approximately 17.12 million RMB as of December 31, 2024 [3][4]. - Hangzhou Kangrui Medical Equipment Co., Ltd. has a registered capital of 6 million RMB and is involved in the sale of medical devices [3][4]. Purpose and Impact of Transactions - The increase in daily related party transaction limits is aimed at facilitating the company's normal business activities and promoting related business development [5]. - The company emphasizes that all transactions will adhere to fair pricing principles and will not compromise the interests of shareholders, particularly minority shareholders [5].
三一重能: 三一重能第二届董事会独立董事专门会议第十二次会议决议
Zheng Quan Zhi Xing· 2025-08-29 17:14
Group 1 - The meeting of the independent directors of SANY Renewable Energy Co., Ltd. was held on August 28, 2025, via teleconference, with all three independent directors present [1] - The independent directors unanimously approved the proposal to increase the estimated amount of daily related party transactions for 2025, deeming it necessary for the company's daily operations and compliant with relevant laws and regulations [1][2] - The voting results showed 3 votes in favor, 0 votes against, and 0 abstentions, indicating full support from the independent directors [2]
康为世纪: 关于预计2025年度日常关联交易的公告
Zheng Quan Zhi Xing· 2025-08-29 17:12
Core Viewpoint - The announcement details the expected daily related transactions for Jiangsu Kangwei Century Biotechnology Co., Ltd. in 2025, emphasizing that these transactions are necessary for normal business operations and will not adversely affect the company's ongoing viability or independence [1][8]. Group 1: Daily Related Transactions Overview - The board of directors approved the expected daily related transactions for 2025 during meetings held on August 27, 2025, with non-related directors and all supervisors voting in favor [1]. - The transactions are based on normal production and operational needs, adhering to fair and equitable pricing principles [1][7]. Group 2: Expected Amounts and Categories - The expected transaction amounts for 2025 include purchasing raw materials for 15 million yuan and providing labor services for 2 billion yuan [3][4]. - The total expected amount for related transactions is 2.84 billion yuan, with specific categories including vehicle leasing, office space leasing, property management, and technical services [4][6]. Group 3: Related Parties and Relationships - The related parties include Shanghai Tianhao Biotechnology Co., Ltd., which holds a 49% stake in a subsidiary, and Beijing Kangwei, the controlling shareholder of the company [5][6]. - The company maintains a stable cooperative relationship with these related parties, ensuring ongoing transactions [8]. Group 4: Pricing Policies and Agreements - The pricing for related transactions is determined based on market principles, ensuring fairness and non-detriment to the company and its shareholders [7]. - Contracts or agreements will be signed with related parties based on the specific business needs following board approval [7][8]. Group 5: Necessity and Impact of Related Transactions - The expected related transactions are deemed necessary for the company's stable operations and business development, enhancing market competitiveness [7][8]. - The company asserts that these transactions will not lead to dependency on related parties and will not harm the interests of shareholders, particularly minority shareholders [7][8].
三一重能: 中信证券股份有限公司关于三一重能股份有限公司增加2025年度日常关联交易预计的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:12
Core Viewpoint - The company, SANY Energy Co., Ltd., is increasing its expected daily related transactions for the year 2025, with a total expected amount of 749.51 million RMB, which requires approval from the shareholders' meeting [1][2][6]. Group 1: Daily Related Transactions Overview - The company held its first extraordinary shareholders' meeting on January 9, 2025, to approve the expected daily related transaction amount for 2025, which was initially set at 250 million RMB [1]. - The board of directors and independent directors unanimously approved the increase of the expected daily related transaction amount to 749.51 million RMB, with related directors abstaining from voting [2][5]. - The expected daily related transactions include procurement of materials, services, and leasing of properties and equipment from related parties [5][6]. Group 2: Transaction Details - The total expected daily related transaction amount is broken down into various categories, including procurement of materials and services, with specific amounts allocated to each category [2][3]. - The expected transaction amounts are based on the company's audited data for similar transactions in 2024, ensuring compliance with fair pricing principles [3][4]. Group 3: Purpose and Impact of Transactions - The related transactions are deemed necessary for the company's normal business operations and development, ensuring that they do not harm the interests of the company or its shareholders [5][6]. - The company maintains stable cooperative relationships with related parties, and these transactions are not expected to significantly impact the company's independence or reliance on related parties [6]. Group 4: Verification by Sponsor Institution - The sponsor institution, CITIC Securities, has verified that the decision-making process for increasing the expected daily related transactions complies with relevant regulations and the company's articles of association [6]. - The institution has no objections to the company's proposed increase in expected daily related transactions for 2025, affirming that they are necessary for daily operations [6].
康为世纪: 第二届董事会独立董事2025年第二次专门会议决议
Zheng Quan Zhi Xing· 2025-08-29 17:11
Core Points - The company held its second special meeting of the independent directors on August 27, 2025, with all three independent directors present [1] - The meeting was conducted in accordance with relevant laws and regulations, including the Company Law and the Management Measures for Independent Directors of Listed Companies [1] - The independent directors reviewed and approved the proposal regarding the expected daily related transactions for the year 2025, confirming that the decision-making process was legal and effective [1] Summary of Related Sections - The expected daily related transactions for 2025 are necessary for the company's normal business operations and are based on the inherent connections between the company's business and that of related parties [1] - The related transactions are conducted under principles of fairness, justice, and reasonableness, ensuring that the pricing is fair and does not harm the interests of the company or its shareholders, particularly minority shareholders [1] - The voting results for the proposal were unanimous, with all three independent directors voting in favor [2]