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星宸科技: 公司章程(草案)(H股发行上市后适用)
Zheng Quan Zhi Xing· 2025-09-04 11:14
Core Points - SigmaStar Technology Ltd. is established as a joint-stock company in accordance with the Company Law of the People's Republic of China, with its original shareholders being the promoters who subscribed to all shares of the company [1][2] - The company registered its capital and is set to issue 42,112,630 shares of ordinary stock to the public, with plans for listing on the Shenzhen Stock Exchange on March 28, 2024 [1][2] - The company will also issue H shares for overseas listing, pending approval from the Hong Kong Stock Exchange [1] Chapter Summaries Chapter 1: General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while adhering to relevant laws and regulations [1] - The company is registered in Xiamen, Fujian Province, and will maintain a permanent existence as a joint-stock company [2][4] Chapter 2: Business Objectives and Scope - The company's business objectives focus on enhancing economic cooperation and technological exchange to improve economic efficiency and shareholder satisfaction [5] - The business scope includes integrated circuit design, software development, information system integration services, and various sales and trade activities [5] Chapter 3: Shares - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [7] - The nominal value of each share is set at RMB 1, with A shares listed on the Shenzhen Stock Exchange and H shares on the Hong Kong Stock Exchange [7][8] Chapter 4: Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and participation in company management, while also being obligated to comply with laws and the company's articles of association [15][39] - The company must hold annual shareholder meetings within six months after the end of the fiscal year, and special meetings can be called under certain conditions [26][49] Chapter 5: Shareholder Rights and Obligations - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [41] - The first major shareholder must exercise rights in accordance with laws and regulations, ensuring the protection of the company's interests [42]
极米科技: 关于修订公司于H股发行上市后适用的《公司章程》、修订及制定相关内部治理制度的公告
Zheng Quan Zhi Xing· 2025-09-02 16:15
Core Viewpoint - The announcement details the revision of the company's articles of association and internal governance rules in preparation for the issuance and listing of H shares, ensuring compliance with relevant laws and regulations in both mainland China and Hong Kong [1][2]. Company Articles Revision - The draft articles of association and related rules were developed based on the requirements for issuing H shares and listing, in accordance with the Company Law of the People's Republic of China and the Hong Kong Stock Exchange listing rules [1][2]. - The revisions include adjustments to the articles of association to align with the new regulatory environment and the company's operational needs post-H share issuance [2][3]. Governance Structure - The company’s governance structure will be updated to reflect the new H share issuance, including the establishment of rules for shareholder meetings and board meetings [1][2]. - The board of directors is authorized to make adjustments to the articles and rules as necessary, ensuring that such changes do not adversely affect shareholder rights [2][3]. Shareholder Rights and Obligations - The revised articles outline the rights of shareholders, including the right to dividends, participation in meetings, and the ability to supervise company operations [10][11]. - Shareholders are required to comply with laws and the articles of association, including obligations related to capital contributions and the prohibition of actions that harm the company or other shareholders [11][12]. Financial and Operational Guidelines - The articles specify the procedures for capital increases and decreases, as well as the conditions under which the company can repurchase its shares [5][6]. - The company must adhere to specific financial thresholds for guarantees and other financial commitments, ensuring transparency and accountability in its financial dealings [12][13].
和林微纳: 关于修订H股发行上市后适用的《公司章程》及相关内部治理制度的公告
Zheng Quan Zhi Xing· 2025-09-01 13:09
Core Viewpoint - Suzhou Helin Micro-Nano Technology Co., Ltd. is revising its Articles of Association and internal governance systems in preparation for the issuance of H shares and listing on the Hong Kong Stock Exchange [1][2]. Articles of Association Revision - The revision of the Articles of Association is necessary for the company's planned overseas issuance of shares (H shares) and listing on the Hong Kong Stock Exchange, complying with relevant laws and regulations [1][2]. - The revised Articles of Association will take effect upon the listing of H shares on the Hong Kong Stock Exchange [2]. Internal Governance System Revision - The company has also revised several internal governance systems to align with the changes in the Articles of Association and the requirements for H share issuance [2]. - The proposed revisions to the internal governance systems have been approved by the company's board and will be submitted for shareholder approval [2]. Specific Changes in Articles of Association - The Articles of Association now include provisions for the issuance of H shares, detailing the approval processes and governance structures required for compliance with both Chinese and Hong Kong regulations [3][4]. - Key changes include the stipulation that the company can provide financial assistance for acquiring its shares, with a limit of 10% of the total issued capital [4][5]. - The company’s registered capital and the number of issued shares have been updated to reflect the new structure post-H share issuance [4][5]. Shareholder Rights and Obligations - The revised Articles ensure that shareholders maintain equal rights and obligations, including the right to dividends and participation in shareholder meetings [11][12]. - Shareholders are required to comply with laws and regulations, and the company must ensure fair treatment of all shareholders [11][12]. Approval Processes - Certain significant transactions, including external guarantees and asset transactions, require shareholder approval, with specific thresholds outlined for when such approvals are necessary [19][20][22]. - The company must adhere to strict voting requirements for decisions involving major transactions or guarantees, ensuring transparency and accountability [19][20][22].
中微半导: 第三届董事会第二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-25 16:34
Meeting Overview - The third board meeting of Zhongwei Semiconductor (Shenzhen) Co., Ltd. was held on August 22, 2025, with all five directors present, and the meeting complied with legal and regulatory requirements [1]. Resolutions Passed - The board approved the proposal to abolish the supervisory board and amend the company's articles of association and related rules, with a unanimous vote of 5 in favor [1][2]. - The board also approved the revision of internal governance systems to align with the latest legal and regulatory requirements, again with a unanimous vote of 5 in favor [2][3]. - A draft of the articles of association applicable after the issuance and listing of H-shares was approved, with a unanimous vote of 5 in favor [3][4]. Governance Structure Adjustments - The board proposed to authorize adjustments to the articles of association and related rules based on changes in laws and regulations, with a unanimous vote of 5 in favor [4][5]. - The election of an independent non-executive director, Chu Junhong, was approved, pending shareholder meeting approval, with a unanimous vote of 5 in favor [8]. - The board decided to rename the "Strategic and Investment Committee" to "Strategic and Sustainable Development Committee," maintaining its responsibilities, with a unanimous vote of 5 in favor [8][9]. Director Roles and Appointments - The roles of the directors were confirmed in accordance with the plan to issue H-shares and apply for listing on the Hong Kong Stock Exchange, with a unanimous vote of 5 in favor [9][10]. - The appointment of co-secretaries and authorized representatives for the company was approved, with a unanimous vote of 5 in favor [10][11]. - The board approved the proposal to purchase directors and officers liability insurance, with a unanimous vote of 5 in favor [11][12]. Upcoming Shareholder Meeting - The board decided to convene the second extraordinary general meeting of shareholders in 2025, with a unanimous vote of 5 in favor [12].
山推股份: 北京市环球律师事务所上海分所关于山推工程机械股份有限公司2025 年第三次临时股东大会的法律意见书
Zheng Quan Zhi Xing· 2025-08-22 13:12
Core Viewpoint - The legal opinion letter confirms that the procedures for the third extraordinary general meeting of shareholders of Shantui Construction Machinery Co., Ltd. are in compliance with relevant laws and regulations, and the resolutions passed during the meeting are valid and effective [2][31]. Group 1: Meeting Procedures - The third extraordinary general meeting of shareholders was held on August 22, 2025, with a notice published on August 7, 2025, meeting the requirement of a 15-day notice period [4][5]. - The meeting utilized both on-site and online voting systems, allowing shareholders to exercise their voting rights through the Shenzhen Stock Exchange [5][6]. - The convening and holding procedures of the meeting were verified to comply with applicable laws, regulations, and the company's articles of association [5][31]. Group 2: Qualifications of Participants - The 11th Board of Directors of Shantui approved the convening of the meeting on July 15, 2025, and acted as the convener [6]. - A total of 929 shareholders attended the meeting, representing 798,639,005 shares, which is 53.4349% of the total voting shares [6][31]. - The qualifications of the conveners and attendees were confirmed to be legal and valid [6][31]. Group 3: Resolutions Passed - The meeting passed several resolutions, including the issuance of H-shares and the listing on the Hong Kong Stock Exchange, with significant support from shareholders [8][14]. - The voting results showed that the resolutions received overwhelming approval, with most resolutions passing with over 99% support from attending shareholders [8][10][14]. - The resolutions related to the use of raised funds and the appointment of auditors were also approved with similar high levels of support [14][18][31]. Group 4: Voting Procedures - The voting process combined on-site and online methods, ensuring transparency and accessibility for all shareholders [7][31]. - The results of the votes were announced immediately after the counting process, with both on-site and online votes being aggregated [7][31]. - The voting procedures adhered to the legal requirements and the company's governance rules [7][31].
胜宏科技:向港交所递交H股发行申请拟主板挂牌
Hua Er Jie Jian Wen· 2025-08-20 12:47
胜宏科技H股发行申请公告要点解读 核心事项 公告及申请资料均不构成对H股的要约或要约邀请,公司将根据进展及时履行信息披露义务。 •H股发行申请:公司已于2025年8月20日向香港联交所递交H股发行并上市申请,拟在港交所主板挂牌 关键细节 •申请资料状态:申请资料为草拟版本,已在港交所网站刊登,后续可能更新修订 •认购对象限制:仅限 符合条件的境外投资者及有权进行境外证券投资的境内合格投资者 •资料查阅:公司提供港交所网站查 询链接供境内投资者了解相关信息 风险提示 •审批不确定性:仍需获得中国证监会、香港证监会、港交所等监管机构批准 •实施风险:需综合考虑市 场情况等因素,存在不确定性 重要声明 ...
和辉光电: 上海和辉光电股份有限公司关于调整公司于H股发行上市后适用的《公司章程(草案)》及相关议事规则(草案)的公告
Zheng Quan Zhi Xing· 2025-08-15 16:36
Core Viewpoint - The company, Shanghai Hehui Optoelectronics Co., Ltd., has announced adjustments to its Articles of Association and related rules following its H-share issuance and listing on the Hong Kong Stock Exchange, including the abolition of the supervisory board and the transfer of its powers to the audit committee of the board [1][3]. Summary by Sections Company Articles of Association Adjustments - The company has revised its Articles of Association to reflect the legal binding nature of the document for shareholders, directors, and senior management, allowing shareholders to sue the company and vice versa [3][4]. - The company will adopt a system of registered shares, with specific naming conventions for shares with restricted voting rights [3][4]. Capital Increase and Share Repurchase - The company can increase its capital through various methods, including issuing shares to unspecified objects and distributing bonus shares to existing shareholders [4][5]. - The company can repurchase its shares through public centralized trading or other legally recognized methods, with specific conditions for different scenarios of share repurchase [5][6]. Shareholder Rights - Shareholders are entitled to dividends, participate in shareholder meetings, and supervise the company's operations, among other rights [12][13]. - The company must ensure that all shareholders are treated fairly and that their legal rights are protected [14]. Board and Shareholder Meeting Procedures - The board of directors is responsible for convening shareholder meetings and must provide timely notifications regarding meeting details and proposals [18][19]. - Shareholders holding a significant percentage of shares can request the convening of temporary shareholder meetings under certain conditions [18][19]. Compliance and Responsibilities - The company’s controlling shareholders and actual controllers must adhere to regulations regarding the protection of the company and other shareholders' rights [15][16]. - The company is obligated to disclose information and comply with relevant laws and regulations regarding shareholder rights and corporate governance [15][16].
芯海科技: 关于修订公司于H股发行上市后适用的《公司章程》及部分治理制度的公告
Zheng Quan Zhi Xing· 2025-08-14 16:38
证券代码:688595 证券简称:芯海科技 公告编号:2025-039 债券代码:118015 债券简称:芯海转债 芯海科技(深圳)股份有限公司 关于修订公司于H股发行上市后适用的《公司章程》 及部分治理制度的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性依法承担法律责任。 《境内企业境外发行证券和上市管理试行办法》 (以下简称"《境 外发行试行办法》")《上市公司章程指引》以及《香港联合交易所有限公司证 券上市规则》(以下简称"《香港联交所上市规则》")等境内外法律、法规、 规范性文件的要求,并结合公司实际情况,在上述修订后的《公司章程》《股东 会议事规则》《董事会议事规则》的基础上,进一步修订并形成了《公司章程(草 案)》《股东会议事规则(草案)》《董事会议事规则(草案)》。其中《公司 章程(草案)》修订情况对照表详见附件。 上述修订事项尚需提交公司股东大会审议,同时提请股东大会授权董事会及 其授权人士,对于股东大会、董事会审议通过的公司因本次 H 股发行并上市的 需要而根据境内外法律、法规及规范性文件修改的公司章程及其附件(包括 ...
普源精电: 普源精电科技股份有限公司2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-08-14 16:27
普源精电科技股份有限公司 2025 年第一次临时股东大会会议资料 (证券代码:688337 证券简称:普源精电) 二〇二五年九月 普源精电科技股份有限公司 2025 年第一次临时股东大会会议资料 议案一 关于公司首次公开发行 H 股股票并在香港联合交易所有限公司上市的议案 ···· 8 议案二 关于公司首次公开发行 H 股股票并在香港联合交易所有限公司上市方案的议案 ·· 9 议案三 关于公司转为境外募集股份并上市的股份有限公司的议案 ·········· 13 议案四 关于公司首次公开发行 H 股股票并上市决议有效期的议案 ·········· 14 议案五 关于提请股东大会授权董事会及其授权人士办理与公司发行 H 股股票并上市有关事项 的议案 ································ 15 议案六 关于公司首次公开发行 H 股股票募集资金使用计划的议案 ·········· 22 议案七 关于公司首次公开发行 H 股股票前滚存利润分配方案的议案 ········· 23 议案八 《关于就 H 股发行修订于 H 股发行上市后生效的〈公司章程(草案)〉及制定相关议事 规则的议案》 ·· ...
芯碁微装: 2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-08-13 12:19
Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 to ensure the rights of all shareholders and maintain order during the meeting [1] - The meeting will include discussions on several key proposals, including the cancellation of the supervisory board and the issuance of H shares for listing on the Hong Kong Stock Exchange [10][20] Meeting Procedures - Shareholders and their proxies must arrive 30 minutes before the meeting to complete registration and present necessary documents [2] - The meeting will follow a predetermined agenda, allowing shareholders to exercise their rights to speak, inquire, and vote [3][4] - Voting will be conducted both on-site and online, with results announced after the meeting [4] Key Proposals - Proposal 1: Cancellation of the supervisory board and amendments to the company’s articles of association [8] - Proposal 2: Issuance of H shares and application for listing on the Hong Kong Stock Exchange to enhance capital strength and governance [10][11] - Proposal 3: Issuance of H shares with a minimum of 15% of the total share capital post-issuance [14] - Proposal 4: Transition to an overseas fundraising company after the H share issuance [20] - Proposal 5: Approval of the use of funds raised from the H share issuance for capacity enhancement, R&D, market expansion, and other corporate purposes [21][22] Voting and Decision-Making - Shareholders will vote on each proposal, with the results determining the future direction of the company [4][7] - The board will be authorized to make adjustments to the use of raised funds based on actual needs and market conditions [22][23]