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天准科技: 苏州天准科技股份有限公司向不特定对象发行可转换公司债券预案(修订稿)
Zheng Quan Zhi Xing· 2025-08-08 12:13
Core Viewpoint - Suzhou TZTEK Technology Co., Ltd. plans to issue convertible bonds to unspecified investors, with a total amount not exceeding RMB 872 million, to support its business operations and growth [4][18]. Summary by Sections Issuer and Legal Compliance - The company and its board guarantee the truthfulness and completeness of the announcement, and the issuance complies with relevant laws and regulations regarding the issuance of securities on the Sci-Tech Innovation Board [1][4]. Issuance Overview - The type of securities to be issued is convertible bonds, which can be converted into A-shares of the company. The bonds will be listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board [4][5]. - The total issuance amount is capped at RMB 872 million, with each bond having a face value of RMB 100 [4][5]. Bond Terms - The bonds will have a term of 6 years from the date of issuance [5]. - The interest rate will be determined by the board based on market conditions and company specifics, with annual interest payments [5][6]. - The conversion period for the bonds will start six months after issuance and last until maturity [7]. Conversion and Redemption - The initial conversion price will be set based on the average stock price over the 20 trading days prior to the announcement, with adjustments possible under certain conditions [7][8]. - The company has the right to redeem the bonds under specific conditions, such as if the stock price exceeds 120% of the conversion price for a certain period [11]. Financial Information - The company’s financial reports for the years 2022, 2023, and 2024 have been audited, showing a total asset value of RMB 360.41 million as of March 31, 2025 [20][21]. - The total revenue for the first quarter of 2025 is reported at RMB 21.86 million, with total costs of RMB 27.07 million [21]. Use of Proceeds - The proceeds from the bond issuance will be used for specific projects, with a total investment amount of RMB 911.28 million planned, and the company will self-fund any shortfall if necessary [18][19]. Bondholder Rights and Obligations - Bondholders will have rights to interest payments, conversion to shares, and the ability to sell back the bonds under certain conditions [14][15]. - They are also obligated to comply with the terms of the bond issuance and pay the subscription amount [15][16]. Meeting and Governance - The company will convene bondholder meetings under specific circumstances, such as changes to the bond terms or financial difficulties [16][17]. Duration of the Issuance Plan - The validity of the bond issuance plan is set for 12 months from the date of approval by the shareholders' meeting [19].
嘉元科技: 广东嘉元科技股份有限公司利润分配管理制度
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Viewpoint - The company emphasizes a stable and sustainable profit distribution policy that considers investor returns, financial structure, and future development plans [2][3]. Summary by Sections General Principles - The profit distribution management system aims to standardize the company's profit distribution behavior and ensure reasonable returns for investors [3]. - The company must adhere to relevant laws and regulations, including the Company Law and Securities Law, while formulating its profit distribution policy [3]. Basic Profit Distribution Policy - The company will allocate its after-tax profits in a specific order, including a mandatory 10% allocation to statutory reserves until the reserves exceed 50% of registered capital [3]. - Any profit distribution must not exceed the cumulative distributable profits and should not harm the company's ongoing operations [2][3]. Decision-Making Mechanism - The board of directors is responsible for proposing profit distribution plans, which must be approved by the shareholders' meeting [5][10]. - The company must consider the opinions of independent directors and minority shareholders during the decision-making process [9][11]. Profit Distribution Supervision and Constraints - The company is required to disclose the implementation of its cash dividend policy in its annual report, including the reasons for any failure to distribute dividends [24]. - If shareholders are found to have misappropriated company funds, their dividends will be reduced accordingly [25].
大连圣亚: 未来三年(2025-2027年)股东回报规划
Zheng Quan Zhi Xing· 2025-07-28 16:39
Core Viewpoint - Dalian Shenya Tourism Holdings Co., Ltd. has established a three-year shareholder return plan for 2025-2027, focusing on stable and continuous profit distribution to enhance investor confidence and meet shareholder expectations [1][2]. Group 1: Factors Considered in the Plan - The plan considers the company's actual situation, development goals, future profit scale, cash flow status, investment needs, and shareholder demands to create a sustainable return mechanism [1]. - The principles of the plan emphasize the need for a balance between investor returns and the company's long-term interests and sustainable development [2]. Group 2: Profit Distribution Principles - The profit distribution policy aims for continuity and stability, prioritizing cash dividends when conditions allow [2][3]. - The company can distribute profits in cash, stock, or a combination of both, with a target for cash dividends as the remaining dividends [2]. Group 3: Conditions for Profit Distribution - The company will prioritize cash dividends if it has positive profits and undistributed profits, and no significant investment plans or cash expenditures [2][3]. - Specific conditions for cash distribution include having a positive net profit and undistributed profits, with a minimum cash dividend ratio based on the company's development stage and investment needs [4][5]. Group 4: Decision-Making Process - The board of directors will thoroughly research and discuss profit distribution proposals, which will then be submitted to the shareholders' meeting for approval [5][6]. - Independent directors can express opinions on cash dividend proposals, and their feedback must be documented if not fully adopted [5]. Group 5: Policy Adjustment and Implementation - The profit distribution policy can be adjusted based on operational conditions and external factors, requiring board approval and a two-thirds majority at the shareholders' meeting [6]. - The implementation of the profit distribution plan will follow the company's articles of association, with provisions for deducting dividends from shareholders who have misappropriated company funds [6][7].
中欣氟材: 利润分配管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 13:12
Core Viewpoint - The company aims to establish a sustainable, stable, and scientific profit distribution policy to enhance transparency and protect the rights of minority investors while ensuring long-term development [1][2]. Profit Distribution Policy - The company implements a continuous and stable profit distribution policy, emphasizing reasonable returns for investors while considering sustainable development [1]. - After extracting 10% of the after-tax profit for the statutory reserve, the remaining profit is distributed according to the shareholders' equity ratio, unless otherwise specified in the company’s articles [2]. - The company can distribute dividends in cash, stock, or a combination of both, prioritizing cash dividends when feasible [4][3]. - In profitable years with positive retained earnings, the company should distribute at least 20% of the net profit attributable to shareholders in cash, provided there are no major investment plans [3][4]. Shareholder Return Planning - The company is committed to long-term sustainable development and will develop a shareholder return plan considering profitability, operational development, and external financing conditions [5]. - The shareholder return plan will be revised at least every three years to align with the company's financial situation and shareholder expectations [5]. Decision-Making Mechanism for Profit Distribution - The company will strengthen awareness of shareholder returns and adhere to legal and regulatory requirements in decision-making regarding profit distribution [6]. - The board of directors must conduct thorough research and provide detailed justifications for profit distribution proposals [6][7]. Supervision and Constraints on Profit Distribution - Independent directors can express opinions if they believe a cash dividend plan may harm the company or minority shareholders [18]. - The audit committee will oversee the execution of the profit distribution policy and the decision-making process [18]. Execution and Information Disclosure of Profit Distribution - The board must complete the distribution of dividends within two months after the shareholders' meeting decision [20]. - The company will disclose the cash dividend policy and its execution in the annual report, including reasons for any non-distribution of dividends [23][24].
统联精密: 未来三年(2025-2027年)股东分红回报规划
Zheng Quan Zhi Xing· 2025-07-16 13:19
Core Viewpoint - The company has established a three-year shareholder dividend return plan (2025-2027) to enhance shareholder returns and improve its profit distribution system [1] Group 1: Factors Considered in the Plan - The dividend return plan is based on a comprehensive analysis of the company's operational development, shareholder demands, social capital costs, and external financing environment [1] - The plan considers the company's current and future profitability, cash flow, developmental stage, funding needs, and external financing conditions [1] Group 2: Basic Principles of the Plan - The plan emphasizes investor returns while balancing the company's long-term interests and sustainable development [1] - It aims to establish a continuous, stable, and scientific return mechanism [1] Group 3: Specific Dividend Distribution Scheme - The company will implement an active, continuous, and stable profit distribution policy, prioritizing cash dividends [2] - The distribution methods include cash, stock, or a combination of both, with cash dividends being the preferred option [2] - The company plans to distribute at least 30% of the average distributable profit from the last three years in cash over the next three years [2] Group 4: Cash Dividend Conditions - Cash dividends will be implemented when the net profit after reserves is positive and cash flow is sufficient [2] - The company will conduct annual cash dividends under the condition that profit distribution requirements are met [2] Group 5: Decision-Making Process and Implementation Mechanism - The profit distribution plan requires approval from the board of directors and the supervisory board, with independent directors' opinions considered [4] - The company will communicate with public investors, especially minority shareholders, before the shareholder meeting to gather their opinions [4][6] Group 6: Adjustment of Profit Distribution Policy - The company may adjust its profit distribution policy as needed, ensuring that adjustments do not harm shareholder rights [5] - Any proposed adjustments must be approved by the board and the shareholder meeting [5][6] Group 7: Information Disclosure - The company is required to disclose the cash dividend policy and its execution status in the annual report, including reasons for not distributing dividends if applicable [6] - The company must ensure that minority shareholders have opportunities to express their opinions and that their rights are protected [6]
宝地矿业: 新疆宝地矿业股份有限公司未来三年(2025-2027年)股东回报规划
Zheng Quan Zhi Xing· 2025-06-19 12:34
Core Viewpoint - The company has established a shareholder return plan for the next three years (2025-2027) focusing on sustainable development and stable profit distribution [1] Group 1: Factors Considered in the Dividend Plan - The company aims for long-term and sustainable development, considering its actual situation and development goals to create a stable return mechanism for investors [1] - The profit distribution policy emphasizes reasonable returns to investors while ensuring the company's sustainable development [1] Group 2: Principles of the Dividend Plan - The company will implement a stable and continuous profit distribution policy, ensuring that profit distribution does not exceed the cumulative distributable profits and does not harm the company's ongoing operations [1] Group 3: Dividend Distribution Plan for 2025-2027 - The company may distribute dividends in cash, stock, or a combination of both, prioritizing cash dividends when conditions allow [1] - Cash dividends will be distributed at a minimum of 10% of the distributable profits for the year, provided there are no special circumstances [2] - Special circumstances include negative net profit, asset-liability ratio exceeding 70%, lack of standard audit opinions, low per-share distributable profits, insufficient cash flow, or significant investment plans [2] Group 4: Conditions for Stock Dividend Distribution - The company may propose stock dividends if the operating conditions are good and the board believes it benefits all shareholders, while still meeting cash dividend conditions [3] Group 5: Dividend Distribution Timing and Mechanism - Cash dividends will generally occur annually, with the possibility of mid-term cash dividends based on profitability and funding needs [3] - The profit distribution order includes covering losses, allocating statutory reserves, and then distributing profits [4] - The profit distribution plan will be proposed by the board and requires approval from the shareholders' meeting, with communication efforts made to engage shareholders [4]
ST新亚: 公司章程 (2025年6月)
Zheng Quan Zhi Xing· 2025-06-13 14:04
Core Points - The company is named Sunyes Manufacturing (Zhejiang) Co., Ltd., established as a joint-stock limited company in accordance with Chinese laws [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 28 million shares in March 2010, and it is listed on the Shenzhen Stock Exchange [1][2] - The registered capital of the company is RMB 506.53422 million [1][2] Company Structure - The company is a permanent joint-stock limited company, with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [2][3] - The chairman serves as the legal representative of the company [2] Business Objectives and Scope - The company's business objective is to enhance and improve management, focusing on core talents, technologies, and products, with a market-oriented approach to maximize shareholder benefits [3][4] - The business scope includes research and promotion of new materials technology, sales of electronic products, instruments, and various other products, as well as domestic and international trade [3][4] Share Issuance - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [4][5] - The total number of shares issued by the company is 506.53422 million, all of which are ordinary shares [4][5] Shareholder Rights and Obligations - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares [9][10] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [12][13] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [44][46] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [79][81] Board of Directors - The board of directors is responsible for the company's operations and decision-making, with specific qualifications and restrictions for board members [98] - The board must report to shareholders annually and is accountable for its actions [73][98]
海鸥股份: 江苏海鸥冷却塔股份有限公司章程
Zheng Quan Zhi Xing· 2025-06-11 09:20
Core Points - Jiangsu Seagull Cooling Tower Co., Ltd. is established as a joint-stock company to protect the rights and interests of shareholders and creditors, following relevant laws and regulations [2][3] - The company was registered in Changzhou and obtained its business license, with a registered capital of RMB 308,751,768 [2][3] - The company issued 22.87 million shares to the public and was listed on the Shanghai Stock Exchange on May 17, 2017 [2][3] Chapter Summaries General Provisions - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3] - The company's assets are divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [3] - The articles of association serve as a legally binding document for the company, shareholders, and management [3] Business Objectives and Scope - The company's business objectives include establishing a modern enterprise system, enhancing market competitiveness, and maximizing shareholder interests [4] - The business scope includes research, development, design, manufacturing, installation, and sales of industrial cooling towers and water treatment equipment, among other activities [4] Shares - The company's shares are in the form of stocks, with equal rights for each share [5] - The total number of shares is 308,751,768, all of which are ordinary shares [5] - The company can increase or decrease its registered capital according to legal procedures and shareholder resolutions [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise management, and transfer shares [11] - Shareholders must comply with laws and the company's articles of association, and they cannot abuse their rights to harm the company or other shareholders [14][15] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [45][46] - Shareholder meetings must be announced in advance, and all shareholders have the right to attend and vote [55][56] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the type of resolution [78][80]
芯朋微: 利润分配管理制度(2025年5月)
Zheng Quan Zhi Xing· 2025-05-30 15:21
Core Viewpoint - The company aims to establish a scientific, sustainable, and stable profit distribution mechanism to enhance transparency and protect the rights of minority investors while ensuring long-term development [1] Profit Distribution Policy - The company emphasizes reasonable returns for shareholders, particularly minority shareholders, and aims to create a stable profit distribution policy based on profitability and strategic needs [2][3] - The distribution of after-tax profits follows a specific order, prioritizing the replenishment of previous losses before allocating to reserves [2] - The company will prioritize cash dividends, with stock dividends considered only when cash flow is sufficient and the overall interests of shareholders are maintained [2][4] Conditions for Cash and Stock Dividends - Cash dividends are contingent upon positive distributable profits, sufficient cash flow, and the absence of major investment plans exceeding 30% of the latest audited net assets [3] - Stock dividends can be proposed when the company is performing well, ensuring that cash dividends are adequately distributed [4] - The company aims for a minimum cash dividend ratio of 80% for mature companies without major expenditures, 40% for those with significant expenditures, and 20% for growing companies with major expenditures [4][5] Decision-Making Mechanism - The company’s profit distribution decisions are made through a structured process involving the board of directors and shareholder meetings, ensuring transparency and communication with minority shareholders [5][6] - Adjustments to the profit distribution policy require thorough justification and approval from two-thirds of the voting rights at the shareholder meeting [6][7] Information Disclosure - The company is required to disclose detailed information regarding its cash dividend policy, including compliance with regulations, clarity of standards, and the opportunity for minority shareholders to express their opinions [7][8] - For companies planning to issue securities, there is an obligation to disclose the profit distribution policy and recent dividend history, ensuring transparency for investors [8][9] Supervision Mechanism - The board and management's adherence to the profit distribution policy is subject to oversight by the audit committee [9] - In cases of shareholder misconduct involving fund misappropriation, the company will deduct the corresponding cash dividends to recover the funds [9]
每周股票复盘:建龙微纳(688357)实施积极利润分配政策,重视投资者回报
Sou Hu Cai Jing· 2025-05-24 06:02
Core Viewpoint - Jianlong Micro-Nano (688357) has shown a slight increase in stock price, reflecting a positive market sentiment and a commitment to investor returns through a proactive profit distribution policy [1] Company Overview - Jianlong Micro-Nano's stock closed at 25.32 yuan on May 23, 2025, up 0.68% from the previous week [1] - The company reached a weekly high of 26.2 yuan and a low of 24.3 yuan during the same period [1] - The current total market capitalization is 2.533 billion yuan, ranking 147th out of 169 in the chemical products sector and 4479th out of 5148 in the A-share market [1] Corporate Governance - The company's articles of association, updated in May 2025, outline its basic information, operational objectives, shareholder rights, and board structure [1] - The registered capital is 100.058481 million yuan, and the company is located in Yanshi District, Luoyang, Henan Province [1] - The operational goal is to innovate in technology and establish an international brand in the molecular sieve industry, with a focus on manufacturing chemical raw materials and products, as well as new material technology research and development [1] Profit Distribution Policy - Jianlong Micro-Nano emphasizes a proactive profit distribution policy, aiming for reasonable returns to investors while maintaining consistency and stability in its profit distribution approach [1] - The articles of association also detail the internal audit system, including leadership structure and responsibilities [1] Corporate Actions - The articles specify procedures and requirements for corporate actions such as mergers, divisions, capital increases, reductions, dissolutions, and liquidations [1]