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海大集团: 2025年第三次临时股东会的法律意见书
Zheng Quan Zhi Xing· 2025-08-14 16:26
Core Viewpoint - The legal opinion letter from Beijing Zhonglun (Shanghai) Law Firm confirms that the procedures for the third extraordinary general meeting of Guangdong Haid Group Co., Ltd. held on August 14, 2025, comply with applicable laws and the company's articles of association [1][11]. Group 1: Meeting Procedures - The meeting was convened in accordance with the relevant laws and regulations, with proper notifications published on media and official websites [3][5]. - The meeting took place at the specified location and time, with both on-site and online voting options available for shareholders [5][11]. Group 2: Qualifications of Participants - The meeting was convened by the company's board of directors, which is authorized to do so under applicable laws and the company's articles of association [6][11]. - A total of 911,195,303 shares, representing approximately 54.77% of the company's voting shares, were represented at the meeting [6]. Group 3: Voting Procedures and Results - The meeting utilized a combination of on-site and online voting, with a total of 574 shareholders participating in the online voting, representing 275,807,307 shares or about 16.58% of the voting shares [6][11]. - The following proposals were approved during the meeting: - The mid-term profit distribution plan for 2025 received 1,186,990,245 votes in favor, accounting for 99.9990% of the votes cast [8]. - The proposal for purchasing liability insurance for directors and senior management was approved with 1,186,546,344 votes in favor, representing 99.9963% [9]. - The reappointment of the auditing firm was approved with 1,185,924,961 votes in favor, or 99.9092% [10]. - The proposal to use idle funds for entrusted wealth management was approved with 1,167,719,720 votes in favor, accounting for 98.3755% [10]. - The proposal for conducting hedging business received 1,186,980,888 votes in favor, representing 99.9982% [10]. Group 4: Conclusion - The legal opinion concludes that all aspects of the meeting, including the convening, participant qualifications, and voting procedures, were conducted in accordance with applicable laws and the company's regulations, rendering the results valid [11].
西陇科学: 北京中银律师事务所关于西陇科学股份有限公司2025年第一次临时股东大会的法律意见书
Zheng Quan Zhi Xing· 2025-08-13 11:11
北京中银律师事务所 关于西陇科学股份有限公司 法律意见书 地址:北京市朝阳区光华路正大中心北塔 11-12 层 网址:www.zhongyinlawyer.com 电话:65876666 法律意见书 北京中银律师事务所 关于西陇科学股份有限公司 致:西陇科学股份有限公司 北京中银律师事务所(以下称"本所")接受西陇科学股份有限公司(以下简 称"公司")的委托,根据《中华人民共和国公司法》等法律、行政法规、规范性 文件及《西陇科学股份有限公司章程》(以下简称"《公司章程》")的有关规定, 就公司 2025 年第一次临时股东大会(以下简称"本次股东大会")的召集、召开程 序、出席人员及召集人资格、大会表决程序、表决结果等事宜,出具法律意见。 本所及经办律师依据《中华人民共和国证券法》《律师事务所从事证券法律业 务管理办法》和《律师事务所证券法律业务执业规则》等规定及本法律意见出具日 以前已经发生或者存在的事实,严格履行了法定职责,遵循了勤勉尽责和诚实信用 原则,进行了充分的核查验证,保证本法律意见书所认定的事实真实、准确、完整, 所发表的结论性意见合法、准确,不存在虚假记载、误导性陈述或者重大遗漏,并 承担相应法 ...
股市必读:智动力(300686)7月18日主力资金净流出169.96万元
Sou Hu Cai Jing· 2025-07-20 21:39
Core Viewpoint - Shenzhen Zhihui Precision Technology Co., Ltd. (智动力) is actively engaging in financial management and risk mitigation strategies, including a stock incentive plan and foreign exchange hedging activities, to enhance operational efficiency and shareholder value [1][2][3]. Group 1: Trading Information - As of July 18, 2025, Zhihui's stock closed at 9.94 yuan, down 0.9%, with a turnover rate of 2.51% and a trading volume of 48,600 shares, amounting to a transaction value of 48.48 million yuan [1]. - On the same day, the fund flow showed a net outflow of 1.70 million yuan from institutional investors, while retail investors contributed a net inflow of 1.58 million yuan [5]. Group 2: Company Announcements - The fourth board meeting on July 17, 2025, approved several resolutions, including the 2025 restricted stock incentive plan and the management measures for its implementation [1]. - The company plans to hold its second extraordinary general meeting on August 4, 2025, to discuss various proposals, including the stock incentive plan and the use of idle funds for cash management [2]. Group 3: Financial Management Initiatives - Zhihui plans to use up to 600 million yuan of idle funds for cash management, focusing on low-risk financial products with high liquidity and safety [2]. - The company intends to engage in foreign exchange hedging activities to mitigate currency fluctuation risks, with a maximum margin and premium of 5 million yuan and a maximum contract value of 2 billion yuan per trading day [3][5]. Group 4: Risk Management Policies - The company has established a financial derivatives trading management system to regulate trading activities and prevent risks associated with foreign exchange and interest rate fluctuations, explicitly prohibiting speculative trading [6].
智动力: 第四届监事会第二十二次会议决议公告
Zheng Quan Zhi Xing· 2025-07-17 12:17
Core Viewpoint - The Shenzhen Zhihui Precision Technology Co., Ltd. has convened its 22nd meeting of the 4th Supervisory Board to discuss the 2025 Restricted Stock Incentive Plan and related matters, indicating a focus on enhancing corporate governance and aligning employee interests with shareholder value [1][2][3]. Group 1: Supervisory Board Meeting - The meeting was held on July 17, 2025, with all three participating supervisors present, confirming the legality and validity of the meeting [1]. - The Supervisory Board reviewed and approved the draft of the 2025 Restricted Stock Incentive Plan, with a voting result of 1 in favor, 0 against, and 2 abstentions due to conflicts of interest [2][4]. - The board also reviewed the implementation assessment management measures for the incentive plan, which were deemed compliant with relevant laws and beneficial for the company's sustainable development [3][4]. Group 2: Incentive Plan and Related Proposals - The Supervisory Board confirmed that the initial list of recipients for the 2025 Restricted Stock Incentive Plan includes management, core technical staff, and other personnel deemed suitable for incentives, ensuring compliance with legal qualifications [4][5]. - The board's approval of the use of idle funds for cash management aims to enhance the efficiency of fund utilization and generate investment returns, with a voting result of 3 in favor [6][7]. - The board also approved the proposal to engage in hedging activities to mitigate risks associated with exchange rate fluctuations, supported by established internal control measures [7].
利通电子: 603629:利通电子第三届董事会2025年第二次独立董事专门会议决议
Zheng Quan Zhi Xing· 2025-07-10 10:12
Core Points - The meeting of Jiangsu Litong Electronics Co., Ltd. was held on July 7, 2025, with all three independent directors present, confirming the legality and validity of the meeting [1] - The independent directors approved the proposal for the estimated daily related transactions for 2025, stating that the transactions are necessary for daily operations and will not harm the interests of the company or minority shareholders [1] - The proposal for the registration and issuance of medium-term notes and ultra-short-term financing bonds was also approved, indicating no significant impact on the company's normal operations or shareholder rights [1] - The addition of hedging business varieties was approved to mitigate adverse effects from raw material price and exchange rate fluctuations, supporting the company's stable operations [2]
傲农生物: 福建傲农生物科技集团股份有限公司第四届董事会第十六次会议决议公告
Zheng Quan Zhi Xing· 2025-06-24 18:08
Core Viewpoint - The company held its 16th meeting of the 4th Board of Directors on June 24, 2025, where several key resolutions were passed to enhance corporate governance and investor relations [1][2][3]. Group 1: Corporate Governance Enhancements - The company approved the establishment of a "Market Value Management System" to improve investment value and enhance investor returns [2]. - The company revised the "Investor Relations Management System" to strengthen communication with investors and protect the rights of minority shareholders [2]. - The company updated the "Information Disclosure Management System" to ensure compliance with legal requirements and protect the interests of shareholders and creditors [3]. Group 2: Internal Reporting and Compliance - The company revised the "Major Information Internal Reporting System" to clarify information collection and management procedures [4]. - The company updated the "Insider Information Knowledge Person Registration Management System" to enhance confidentiality and prevent insider trading [5]. - The company revised the "Information Disclosure Suspension and Exemption Management System" to ensure compliance with disclosure obligations [5]. Group 3: Audit and Financial Reporting - The company revised the "Board Audit Committee Annual Report Work Regulations" to improve the quality of financial reporting and enhance the supervisory role of the audit committee [6]. - The company updated the "Major Error Responsibility Accountability System for Annual Report Disclosure" to increase accountability for disclosure accuracy [6]. - The company revised the "Fundraising Management Measures" to enhance the management and utilization of raised funds [7]. Group 4: Management and Operational Procedures - The company revised the "Board Secretary Work System" to clarify the responsibilities and procedures for the board secretary [7]. - The company updated the "Internal Audit System" to improve audit quality and risk control [8]. - The company revised the "Accountant Firm Selection System" to ensure the integrity of financial information and protect shareholder interests [9]. Group 5: Risk Management and Hedging - The company approved the "Hedging Business Management System" to regulate futures and derivatives trading [12]. - The company authorized a maximum trading margin and premium limit of RMB 140.05 million for hedging activities, with a maximum contract value of RMB 1.27 billion on any trading day [12].
亿纬锂能: 第六届监事会第五十一次会议决议公告
Zheng Quan Zhi Xing· 2025-06-16 11:28
Core Viewpoint - The company held its 51st meeting of the 6th Supervisory Board, where several key resolutions were passed regarding related party transactions, stock reduction, and hedging business [1][2][3] Group 1: Related Party Transactions - The Supervisory Board approved the proposal on related party transactions, confirming that the procedures followed comply with relevant laws and regulations, and that the transaction price is fair and will not affect the company's ongoing operations or harm shareholder interests [2] Group 2: Stock Reduction - The proposal for reducing shares in a subsidiary was approved, aimed at enhancing the company's dynamic market value management and increasing investment in research and development [2] Group 3: Hedging Business - The Supervisory Board approved the proposal for conducting hedging activities to mitigate risks associated with exchange rate fluctuations and raw material price volatility, confirming that the company has established a management system for hedging business and that the risk control measures are effective [2]
中芯国际: 中芯国际2025年股东周年大会会议资料
Zheng Quan Zhi Xing· 2025-06-04 10:23
Core Points - The company Semiconductor Manufacturing International Corporation (SMIC) is holding its Annual General Meeting (AGM) on June 27, 2025, in Shanghai, China, to discuss several resolutions [1][3][27] - Key resolutions include the re-election of directors, the reappointment of auditors, the profit distribution plan for 2024, the proposal to conduct hedging activities, and the general authorization for issuing and repurchasing shares [3][4][11] Group 1: Director Re-election - The board currently consists of three Class I directors, three Class II directors, and three Class III directors, with specific individuals eligible for re-election at the AGM [3][4] - Directors Huang Dengshan and Chen Xinyuan, appointed on November 7, 2024, will retire at the AGM but are eligible and willing to be re-elected [3][4] - Class III directors Yang Lumin and Liu Ming are also retiring at the AGM and are eligible and willing to be re-elected [3][4] Group 2: Auditor Reappointment - The board recommends the reappointment of Ernst & Young Hua Ming as the auditor for financial reporting under Chinese accounting standards and Ernst & Young as the auditor for international financial reporting standards, subject to shareholder approval at the AGM [4][5] Group 3: Profit Distribution Plan - The company plans not to distribute profits for the fiscal year 2024 due to significant capital expenditures expected to exceed 30% of the latest audited net assets, which necessitates retaining sufficient funds for operational stability and future development [5][27] - The profit distribution policy requires positive retained earnings, profitability for the year, and no major investment plans or cash expenditures in the following twelve months [5][27] Group 4: Hedging Activities - The company intends to conduct hedging activities to mitigate foreign exchange and interest rate risks using financial derivatives, funded through self-owned funds, debt financing, and other legally permissible means [6][8] - The hedging activities will involve currencies used in the company's operations, including but not limited to RMB, USD, JPY, and EUR [6][8] Group 5: Share Issuance and Repurchase Authorization - The board proposes to authorize the issuance of up to 1,597,187,505 new ordinary shares and the repurchase of up to 599,757,839 shares, subject to shareholder approval at the AGM [8][10] - The current general authorization for issuing and repurchasing shares will expire at the end of the AGM, necessitating the new proposals [8][10]
投资收益亏损38亿?中石化最新回应
第一财经· 2025-04-29 02:51
在2025年第一季度业绩说明会上,中国石化财务总监寿东华回应公司一季度投资收益同比下降69.9%至16.47亿 元、亏损38.25亿元时表示,中国石化开展商品类金融衍生品业务符合金融衍生品业务的监管要求,配合实货 经营需求,运行规范,实现了平抑价格波动、防范市场风险的目标。一季度公司衍生品业务经营健康稳健,投 资收益中的套期保值业务盈亏变动是衍生品业务结算在会计上的体现。另外,中国石化联合营公司主要以下游 业务为主,一季度业绩同比有所下降。 ...
深圳威迈斯新能源(集团)股份有限公司 2025年第一季度报告
Zheng Quan Ri Bao· 2025-04-25 23:37
Core Viewpoint - The company has announced its financial results and strategic initiatives, including a profit distribution plan and the establishment of a subsidiary in Southeast Asia to enhance its global presence and operational flexibility in response to international trade dynamics [5][46][49]. Financial Data - The company reported a net profit attributable to shareholders of RMB 400.18 million for the year 2024, with a proposed cash dividend of RMB 3.59 per 10 shares, amounting to approximately RMB 150.27 million, which represents 37.55% of the net profit [49][50]. - The total amount for cash dividends and share repurchases combined is RMB 280.79 million, accounting for 70.17% of the net profit [50]. Strategic Initiatives - The company has established a new overseas subsidiary, SURIPOWER CO., LTD., with a registered capital of 5 million Thai Baht, aimed at leveraging regional advantages and enhancing production capacity abroad [5]. - The company plans to use up to RMB 20 billion of idle self-owned funds for cash management, investing in low-risk financial products to improve fund utilization efficiency [56][58]. Governance and Compliance - The company’s board and supervisory committee have confirmed the accuracy and completeness of the financial reports and have approved the profit distribution plan, which will be submitted for shareholder approval [11][54]. - The company has proposed to renew its contract with Tianjian Accounting Firm for auditing services, which will also require shareholder approval [70][79]. Asset Impairment and Accounting Policy Changes - The company has recognized asset impairment losses totaling RMB 61.72 million for the year 2024, including RMB 39.53 million for credit impairment and RMB 22.20 million for inventory impairment [84][85]. - The company has updated its accounting policies in accordance with new regulations issued by the Ministry of Finance, which will not significantly impact its financial results [91][96].