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双林股份: 第七届监事会第十三次会议决议公告
Zheng Quan Zhi Xing· 2025-07-18 16:04
Group 1 - The company held its 13th meeting of the 7th Supervisory Board on July 18, 2025, with all three supervisors present, meeting legal requirements [1] - The Supervisory Board approved a proposal to issue H shares and list on the Hong Kong Stock Exchange to enhance capital strength and international competitiveness [1][2] - The proposal to issue H shares requires approval from the shareholders' meeting and will comply with relevant laws and regulations [2][3] Group 2 - The company plans to hire KPMG as the auditing firm for the H share issuance and listing process [2] - The company intends to amend its Articles of Association and change its business scope, including issuing 6.0872 million A shares as part of its stock incentive plan [3] - The amendments to the Articles of Association and related changes will also require approval from the shareholders' meeting [3]
云天励飞: 2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-18 10:12
Core Viewpoint - Shenzhen Yuntian Lifi Technology Co., Ltd. is planning to issue H shares and list on the main board of the Hong Kong Stock Exchange to enhance its competitiveness and international brand image while diversifying its financing channels [9][10][11]. Group 1: Meeting Procedures - The meeting will be conducted using a combination of on-site and online voting methods [5]. - Attendees must arrive 30 minutes before the meeting to sign in and present identification [2]. - The meeting will follow a specific agenda for reviewing and voting on proposals [4][5]. Group 2: Proposals for H Share Issuance - Proposal 1: The company plans to issue H shares and list them on the Hong Kong Stock Exchange, with the shares being ordinary shares with a par value of RMB 1.00 each [10][11]. - Proposal 2: The issuance will include a public offering in Hong Kong and an international placement, with the total number of H shares not exceeding 15% of the company's total share capital post-issuance [11][12]. - Proposal 3: The company will seek authorization from the shareholders to handle all matters related to the H share issuance, including determining the issuance scale and pricing [19][20]. Group 3: Governance Changes - The company proposes to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, and will revise its articles of association accordingly [6][7]. - The internal governance rules will also be updated to reflect the changes in the supervisory structure [7][8]. Group 4: Use of Proceeds - The funds raised from the H share issuance will be allocated for R&D of AI inference chips, expanding product applications, and enhancing global market presence [17]. - The board will have the authority to adjust the use of proceeds based on regulatory feedback and operational needs [17]. Group 5: Legal and Regulatory Compliance - The company will ensure compliance with all relevant laws and regulations during the H share issuance process, including those from the China Securities Regulatory Commission and the Hong Kong Stock Exchange [9][10][25]. - Legal opinions will be provided by the appointed law firm to ensure the legality of the proceedings [4][5].
云天励飞: 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· 2025-07-11 10:11
Core Viewpoint - Shenzhen Yuntian Lifa Technology Co., Ltd. has revised its Articles of Association and governance systems applicable after the issuance of H shares, including the cancellation of the supervisory board, with the audit committee of the board taking over its responsibilities [1][2][5]. Group 1: Revision of Articles of Association and Governance Rules - The company held its 16th meeting of the second board on July 11, 2025, where it approved the proposal to cancel the supervisory board and amend the Articles of Association and related rules [1][2]. - The revised Articles of Association and governance rules are based on the requirements of the Company Law, Securities Law, and relevant regulations from the China Securities Regulatory Commission and the Hong Kong Stock Exchange [2][4]. - The amendments will be submitted for approval at the shareholders' meeting, and the board is authorized to make further adjustments as necessary [3][4]. Group 2: Internal Governance System Revisions - The company has revised several internal governance systems, including the Independent Director Work System and the Related Party Transaction Decision-Making System, due to the cancellation of the supervisory board [5][6]. - These revised systems will also be submitted for approval at the shareholders' meeting, and the board is authorized to make necessary adjustments based on legal and regulatory requirements [6][7]. - The revised governance documents will take effect upon the company's H share listing [7].
天赐材料: 关于召开2025年第二次临时股东大会通知的公告
Zheng Quan Zhi Xing· 2025-07-07 16:23
Meeting Announcement - The company will hold its second extraordinary general meeting of shareholders on July 23, 2025, at 14:30 [1] - The meeting will be conducted both in-person and via online voting through the Shenzhen Stock Exchange [2] Voting Procedures - Shareholders can vote through the Shenzhen Stock Exchange trading system or the internet voting system during specified times on July 23, 2025 [2][9] - Only one voting method (in-person or online) can be selected for the same share [2] Eligibility to Attend - All ordinary shareholders registered by the close of trading on July 17, 2025, are eligible to attend the meeting [2] - Shareholders can appoint proxies to attend and vote on their behalf [2] Agenda Items - Key proposals include the issuance of H shares and listing on the Hong Kong Stock Exchange, along with related governance and insurance matters [3][4][6][12] - Proposals require different thresholds for approval: ordinary resolutions need over 50% support, while special resolutions require over 66.67% [6] Registration Process - Specific registration procedures are outlined for both corporate and individual shareholders, including required documentation [7] - Shareholders must confirm their registration within the designated timeframe [7] Contact Information - The company provides contact details for inquiries related to the meeting [8]
天赐材料: 关于就发行H股股票并上市修订公司章程及其相关议事规则的公告
Zheng Quan Zhi Xing· 2025-07-07 16:23
Core Viewpoint - Guangzhou Tinci Materials Technology Co., Ltd. is revising its articles of association and related rules in preparation for the issuance and listing of H shares on the Hong Kong Stock Exchange, ensuring compliance with relevant regulations [1]. Summary by Sections Revision Explanation - The company plans to issue overseas listed foreign shares (H shares) and will amend its articles of association and related rules to align with this move [1]. - The revised articles will take effect upon the listing of H shares on the Hong Kong Stock Exchange [1]. Comparison of Articles of Association - The revised articles will maintain the protection of shareholders' and creditors' legal rights while ensuring compliance with the Company Law and Securities Law of the People's Republic of China, as well as the Hong Kong Listing Rules [1]. - The total number of shares post-H share issuance will be specified, including the number of A shares and H shares [4]. Capital Management - The company can increase or decrease its registered capital through shareholder resolutions, and the board of directors is authorized to handle the necessary registration changes [2][5]. - The company is prohibited from providing financial assistance for the purchase of its shares, except under specific conditions approved by the board [4][5]. Shareholder Rights and Obligations - Shareholders have rights to dividends, participation in meetings, and the ability to supervise company operations [15][16]. - Shareholders must comply with laws and the company's articles of association, including obligations related to capital contributions and not abusing shareholder rights [38]. Governance and Control - The company’s controlling shareholders and actual controllers are prohibited from harming the company's interests through related party transactions [40]. - The board of directors must ensure the independence of the company's financial activities and prevent any interference from controlling shareholders [19][20].
欣旺达: 《公司章程(草案)》修订对照表(H股发行上市后适用)
Zheng Quan Zhi Xing· 2025-07-01 16:40
Core Points - The company has revised its articles of association to comply with regulations applicable after its H-share listing [1][2][3] - The revised articles aim to protect the legal rights of the company, shareholders, and creditors while standardizing the company's organization and behavior [2][4] - The company is structured as a joint-stock limited company established under Chinese law, with its registered capital and operational details specified [2][4][11] Summary by Sections General Provisions - The articles of association are established to maintain the company's legal rights and regulate its organization and behavior according to relevant laws [2][4] - The company is registered in Shenzhen and operates under the name "XWANDA Electronics Co., Ltd." with a unified social credit code [2][4] Capital Structure - The company's registered capital is specified in the articles, and the total number of shares is 1,845,806,346, with A-share shareholders holding 1,839,107,821 shares, accounting for 99.63% [11][12] - The company can issue various types of shares, including ordinary shares and GDRs, subject to regulatory approval [11][12] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [29][34] - The articles outline the procedures for transferring shares and the conditions under which shares can be repurchased by the company [21][25] Governance and Management - The chairman serves as the legal representative of the company, and the articles specify the process for appointing a new legal representative if the chairman resigns [4][5] - The company must adhere to legal requirements regarding the management of shareholder meetings and the distribution of dividends [29][34] Financial Assistance and Share Repurchase - The company is prohibited from providing financial assistance for the purchase of its own shares, with specific exceptions outlined [21][22] - The articles detail the conditions under which the company can repurchase its shares, including the need for shareholder approval [25][26]
欣旺达: 关于修订公司于H股发行上市后适用的《欣旺达电子股份有限公司章程(草案)》及相关议事规则(草案)的公告
Zheng Quan Zhi Xing· 2025-07-01 16:40
Group 1 - The company has revised its articles of association and related rules applicable after the issuance of H shares and listing on the Hong Kong Stock Exchange [1][2] - The revisions are based on relevant Chinese laws and regulations, as well as the listing rules of the Hong Kong Stock Exchange, to align with the company's actual situation and needs [1][2] - The revised documents will take effect upon the listing of H shares and will replace the current articles of association and related rules [2] Group 2 - The revised documents include the articles of association, shareholder meeting rules, board meeting rules, and supervisor meeting rules, all applicable after the H share issuance [2] - These revisions have been approved by the company's board and supervisory board and will be submitted for approval at the upcoming extraordinary general meeting [2]
欣旺达: 《董事会议事规则(草案)》(H股发行上市后适用)
Zheng Quan Zhi Xing· 2025-07-01 16:40
Core Points - The document outlines the rules for the board of directors of Xinwanda Electronics Co., Ltd, aiming to standardize the decision-making process and enhance the board's operational efficiency [1] - The rules are established in accordance with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the listing rules of the Hong Kong Stock Exchange [1] Chapter 2: Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [2][3] - Directors are elected by the shareholders and serve a term of three years, with the possibility of re-election [3] - Directors have fiduciary duties to avoid conflicts of interest and must not misuse their authority for personal gain [4][5] Chapter 3: Board of Directors and Its Powers - The board consists of seven directors, including a chairman, and is responsible for convening shareholder meetings and executing shareholder resolutions [8] - The board has the authority to determine the company's operational plans, investment proposals, and financial management strategies [8][9] - Specialized committees, such as the audit committee and nomination committee, are established to assist the board in its functions [9] Chapter 4: Board Meetings - The board must hold at least four regular meetings annually, with specific notification procedures for meetings [12][25] - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made by majority vote [30][31] - Minutes of the meetings must be recorded and maintained for a minimum of ten years [38] Chapter 5: Voting Procedures - Directors with conflicts of interest must abstain from voting on related matters, and decisions must be made by independent directors [33] - Voting can be conducted through various methods, including written or electronic means, ensuring all directors can participate [34] Chapter 6: Supplementary Provisions - The rules will take effect upon the listing of the company's H shares on the Hong Kong Stock Exchange and will supersede any previous rules [43]
南华期货: 南华期货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(草案)》及相关制度(草案)的公告
Zheng Quan Zhi Xing· 2025-06-27 16:26
Core Points - Nanhua Futures Co., Ltd. has revised its Articles of Association and related systems applicable after the issuance and listing of H shares in response to regulatory requirements and company needs [1][2][3] - The revisions include changes to the definitions of shareholder meetings, legal representatives, and the responsibilities of directors and senior management [1][2][3] - The company aims to ensure compliance with both domestic and Hong Kong regulations while protecting the rights of shareholders, creditors, and clients [1][2][3] Summary of Articles of Association Revisions - The term "shareholders' meeting" has been changed to "shareholders' assembly" to align with the new regulations [1] - The legal representative of the company will now be elected by the board of directors, and the responsibilities of the legal representative have been clarified [1][2] - The company will bear civil liability for actions taken by the legal representative in the course of their duties, with provisions for recourse against the representative in cases of fault [1][2] - The company’s assets will be divided into equal shares, and shareholders will be liable only to the extent of their subscribed shares [1][2] - The company’s shares will be issued in registered form, ensuring equal rights for all shareholders of the same class [1][2] - The company’s capital structure and the issuance of shares will adhere to principles of openness, fairness, and justice [1][2] - The company will not provide financial assistance for the acquisition of its shares, except under specific conditions approved by the board [1][2] - The company’s operational scope includes futures brokerage, financial futures brokerage, investment consulting, asset management, and securities investment fund distribution [1][2]
安井食品: 安井食品关于刊发H股招股说明书、H股发行价格上限及H股香港公开发售等事宜的公告
Zheng Quan Zhi Xing· 2025-06-25 16:04
Core Viewpoint - Anjoy Foods Group Co., Ltd. is in the process of issuing H shares and listing on the Hong Kong Stock Exchange, with the maximum issue price set at 66 HKD per share [1][3][4] Group 1: H Share Issuance Details - The total number of H shares for global offering is 39,994,700 shares, with 3,999,500 shares allocated for public offering in Hong Kong, representing 10% of the total [3] - The international offering consists of 35,995,200 shares, accounting for 90% of the total offering, with the possibility of an additional 5,999,200 shares through the exercise of the over-allotment option [3] - The expected listing date for the H shares on the Hong Kong Stock Exchange is July 4, 2025 [4] Group 2: Regulatory and Compliance Information - The issuance of H shares has been confirmed by the China Securities Regulatory Commission, and relevant information has been disclosed on the Shanghai Stock Exchange [2] - The H share prospectus is prepared in accordance with the regulations of the Hong Kong Stock Exchange and may differ from documents prepared under Chinese laws [2][3]