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募集资金管理
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三人行: 三人行:募集资金管理办法(2025年9月)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Viewpoint - The document outlines the fundraising management measures of Sanrenxing Media Group Co., Ltd, emphasizing the protection of investor interests and compliance with relevant laws and regulations [2][3][16]. Group 1: General Principles - The fundraising refers to funds raised through the issuance of stocks or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2]. - The company must promptly handle verification procedures after the funds are in place, with a qualified accounting firm issuing a verification report as required by law [2]. - The board of directors must continuously monitor the storage, management, and use of the raised funds to effectively prevent investment risks and enhance the efficiency of fund usage [2][3]. Group 2: Fund Storage - The company must adhere to the principle of centralized storage of raised funds for easier supervision [3]. - A special account system for storing raised funds must be implemented, ensuring that the funds are independently stored in accounts approved by the board of directors [3][4]. - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank within one month of the funds being in place [3][4]. Group 3: Fund Usage - The company must use the raised funds prudently according to the purposes disclosed in the prospectus or other public issuance documents, without unauthorized changes [4][5]. - The raised funds should primarily be used for the main business, and certain financial investments are prohibited [5][6]. - Temporary idle funds can be used for cash management, provided the investment products meet specific safety and liquidity criteria [5][6]. Group 4: Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board of directors and disclosed promptly [9][10]. - If the investment project faces significant changes in market conditions or delays, the company must reassess the project's feasibility and disclose the situation [7][8]. - The company must ensure that any changes in fund usage do not affect the normal progress of the fundraising investment plan [10][11]. Group 5: Management and Supervision - The company must accurately disclose the actual usage of raised funds and conduct semi-annual checks on the storage and usage of these funds [14][15]. - The internal audit department must report any violations or significant risks related to the management of raised funds to the board of directors [14][15]. - The underwriter or independent financial advisor must conduct on-site checks of the fund management at least semi-annually [15].
嘉必优: 嘉必优生物技术(武汉)股份有限公司关于注销部分募集资金专项账户的公告
Zheng Quan Zhi Xing· 2025-09-02 12:22
Fundraising Overview - The company, Jia Bi You Biotechnology (Wuhan) Co., Ltd., successfully raised a total of RMB 717 million through the issuance of 30 million A-shares at a price of RMB 23.90 per share [1] - After deducting issuance costs of RMB 68.67 million, the net amount raised was RMB 648.33 million, which was verified by an accounting firm [1] Fund Management and Usage - The company established a management system for the use and management of raised funds to ensure compliance and protect investor rights [2] - A tripartite supervision agreement was signed with Guotai Junan Securities and several banks to ensure the funds are used appropriately [2][3] Account Closure - The company has closed a specific fundraising account at China Merchants Bank, as the funds in that account have been fully utilized according to regulations [3] - Following the account closure, the tripartite supervision agreement related to that account has also been terminated [3]
药明康德: 2025年第二次临时股东大会会议材料
Zheng Quan Zhi Xing· 2025-09-02 10:26
Group 1 - The company is holding a shareholders' meeting to ensure the legal rights of all shareholders and maintain order and efficiency during the meeting [1][2] - Only authorized representatives, directors, supervisors, and invited personnel are allowed to attend the meeting, while others may be refused entry [1][3] - Shareholders have the right to speak, consult, and vote, but must register in advance and limit their speaking time to three minutes [2][3] Group 2 - The company proposes to cancel the supervisory board, transfer its powers to the audit committee of the board, and amend the company’s articles of association accordingly [5][6] - The registered capital of the company will change from 2,887,992,582 yuan to a new amount, reflecting changes in share structure [6] - The company plans to revise part of its corporate governance system to comply with updated regulations from the China Securities Regulatory Commission [6][8] Group 3 - The company seeks authorization for its investment department to dispose of its listed shares, with a total transaction amount not exceeding 15% of the latest audited net assets attributable to shareholders [9][8] - The authorization is valid for 12 months from the date of approval by the board or until the next annual meeting [9] - The company has already disposed of some shares under this authorization, and the impact on performance will be assessed cautiously [9]
光云科技: 光云科技:2025年第三次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-09-02 10:26
Core Viewpoint - Hangzhou Guangyun Technology Co., Ltd. is holding its third extraordinary general meeting of shareholders in 2025 to discuss several key proposals, including the cancellation of the supervisory board, adjustments to the board of directors, and the use of remaining funds from the initial public offering to supplement working capital. Group 1: Meeting Procedures and Regulations - Shareholders and their proxies must register 30 minutes before the meeting and present required documents [1][2] - Only eligible attendees, including shareholders, directors, supervisors, and invited personnel, are allowed in the meeting [2] - The meeting will follow a specific agenda for discussion and voting on proposals [2][4] Group 2: Proposals for Shareholder Meeting - Proposal to use remaining funds of RMB 4.9059 million from the initial public offering to permanently supplement working capital, accounting for 23.82% of the total excess funds [4][8] - Proposal to cancel the supervisory board and allow the audit committee of the board of directors to assume its responsibilities [9][10] - Proposal to adjust the number of directors from 7 to 8 by adding one employee director [10] Group 3: Governance and Audit - The company plans to revise its governance structure and related regulations to enhance operational compliance [12] - Proposal to reappoint Lixin Certified Public Accountants as the external auditor for the year 2025, based on their satisfactory performance in the previous year [16][18] - The audit fee for 2024 was RMB 1 million, with a breakdown of RMB 800,000 for financial statement audits and RMB 200,000 for internal control audits [16] Group 4: Board Elections - The company is nominating candidates for the fourth board of directors, including both non-independent and independent directors, with terms starting from the date of election [17][18] - The candidates include individuals with significant experience in technology and finance, ensuring a diverse skill set on the board [19][21][23]
嘉诚国际: 关于签订募集资金专户存储三方监管协议的公告
Zheng Quan Zhi Xing· 2025-09-02 10:25
Core Viewpoint - Guangzhou Jiacheng International Logistics Co., Ltd. has announced the reallocation of remaining fundraising of 239.8882 million yuan from the completed cross-border e-commerce smart logistics center project to the "Free Trade Port Cloud Intelligence International Distribution Center" project to ensure the efficient use of raised funds [1] Fundraising Management - The company has signed a tripartite supervision agreement for the management of raised funds with Guotai Junan Securities Co., Ltd. and two banks: Industrial and Commercial Bank of China and Ping An Bank [1][2] - The new bank accounts for the fundraising are opened at Industrial and Commercial Bank of China and Ping An Bank, with both the company and its subsidiary involved in the account management [2] Supervision and Compliance - The tripartite supervision agreement outlines that the supervising party (Guotai Junan Securities) will conduct semi-annual inspections of the fundraising usage and storage, ensuring compliance with regulatory requirements [3][4] - The agreement is effective until all funds are fully utilized and the accounts are closed or terminated by mutual consent [3][4]
亨迪药业: 3-募集资金管理制度
Zheng Quan Zhi Xing· 2025-09-02 09:16
Core Points - The company has established a fundraising management system to regulate the management and use of raised funds, ensuring investor interests are maximized [1][2] - The system is applicable to funds raised through stock issuance or other equity-like securities, excluding funds raised for equity incentive plans [1] Fundraising Management System - The board of directors must thoroughly evaluate the feasibility of fundraising investment projects to ensure good market prospects and profitability, thereby mitigating investment risks [2] - The company is required to establish internal control systems for the storage, management, use, and supervision of raised funds, including clear approval authority and decision-making processes [2][3] - A special account for raised funds must be opened with a commercial bank, and funds should be stored in this account exclusively [3][4] - A tripartite supervision agreement must be signed with the sponsor and the commercial bank within one month of the funds being in place [3][4] Use of Raised Funds - Funds must be used according to the investment plan outlined in the issuance application documents, primarily for the main business [5] - The company is prohibited from using raised funds for financial investments, such as trading financial assets or lending [5][6] - The board must conduct a comprehensive review of the investment projects every six months, and any significant deviations from the investment plan must be disclosed [6][7] - If a project is delayed or not completed as planned, the company must provide reasons and a revised investment plan [6][7] Management of Surplus and Idle Funds - Surplus funds must be used for ongoing or new projects, or for share buybacks, and a plan for their use must be disclosed [8][9] - Idle funds can be temporarily used to supplement working capital, with strict limits on the duration and amount [8][9] - Cash management of idle funds must be conducted through designated accounts, ensuring that it does not affect the normal progress of investment projects [10][20] Reporting and Supervision - The company must disclose the actual use of raised funds accurately and promptly, especially if there are significant impacts on the investment plan [33][39] - The sponsor or independent financial advisor is responsible for ongoing supervision of the management and use of raised funds, with regular audits and reports required [20][22] - Any misuse or unauthorized changes in the use of raised funds must be reported and rectified promptly [23][39]
华瓷股份: 关于变更持续督导机构及保荐代表人后重新签订募集资金三方监管协议及四方监管协议的公告
Zheng Quan Zhi Xing· 2025-09-02 08:16
Core Viewpoint - The company has changed its sponsor institution and representative, signing new tripartite and quadripartite supervision agreements for the management of raised funds [2][3][15] Fundraising Basic Information - The company publicly issued 62,966,700 shares of A-shares, raising a total of RMB 532,679,111.08 after verification by Tianjian Accounting Firm [3][4] Fund Management Agreements - The company signed a tripartite supervision agreement with Zhongyuan Securities and China Bank for the management of funds specifically for the daily ceramic production line technology renovation project [5][6] - A quadripartite supervision agreement was signed for the energy comprehensive utilization and carbon reduction renovation project of its subsidiary, Yibailei [10][12] - Another quadripartite supervision agreement was established for the intelligent manufacturing industrialization project of its subsidiary, Hongguanyao [12][14] Fund Storage and Usage - The raised funds must be used solely for the specified projects and cannot be diverted for other purposes [6][10] - The supervising institution has the right to conduct on-site inspections and inquiries at least every six months to ensure compliance with the fund management regulations [8][13] Compliance and Reporting - The company must notify the supervising institution of any changes in the representative and provide necessary documentation for verification [9][14] - In case of non-compliance, the supervising institution has the authority to report to regulatory bodies and may terminate the agreement [9][14]
甬金股份: 募集资金管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Points - The company has established a fundraising management system to regulate the use and management of raised funds in accordance with relevant laws and regulations [1][16] - The raised funds must be used exclusively for the purposes specified in the prospectus or fundraising documents, and any changes require a resolution from the shareholders' meeting [1][10] - The company must maintain a special account for the raised funds, ensuring that they are not mixed with other funds [6][7] Fundraising Management - The board of directors and senior management are responsible for ensuring the proper use of raised funds and must disclose any changes in their usage [2][12] - The company must enter into a tripartite supervision agreement with the sponsor and the bank where the funds are stored, detailing the management and oversight of the funds [3][4] - Any withdrawal of funds exceeding 20% of the net amount raised must be reported to the sponsor [3][4] Fund Usage - The company must adhere to the investment plans outlined in the prospectus and ensure that funds are not used for financial investments or to benefit related parties improperly [10][12] - If there are significant changes in the market environment or if the project is delayed for over a year, the company must reassess the feasibility of the investment project [5][11] - The company can temporarily use idle funds for cash management, provided it does not affect the normal investment plans [6][7] Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed to the shareholders [10][11] - The company must provide detailed reasons for any changes, including the original project details and the new project's feasibility [11][12] - If the raised funds are to be used for acquiring assets from controlling shareholders, measures must be taken to avoid conflicts of interest [12][13] Reporting and Supervision - The company is required to disclose the actual use of raised funds accurately and completely [12][25] - The board must conduct a comprehensive review of the fundraising projects every six months and prepare a special report on the management and usage of the funds [12][26] - Independent auditors may be engaged to verify the management and usage of the funds, and any violations must be reported [12][27]
德明利: 募集资金管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Viewpoint - The fundraising management system of Shenzhen Demingli Technology Co., Ltd. aims to standardize the management and use of raised funds, enhance efficiency, prevent risks, and protect investor interests [1]. Group 1: General Principles - The company establishes this system based on relevant laws and regulations, including the Company Law and Securities Law, to ensure the safe and effective use of raised funds [1]. - The board of directors is responsible for the effective implementation of this system, while the finance department manages daily operations related to the raised funds [2]. Group 2: Fund Storage - The company must prudently select commercial banks to open special accounts for raised funds, ensuring that these funds are not mixed with other uses [2]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being in place [2][3]. Group 3: Fund Usage - The company must ensure that the use of raised funds aligns with the commitments made in the issuance application documents and cannot change the purpose without proper procedures [4]. - The company is required to disclose the actual use of raised funds accurately and completely, especially if there are significant impacts on the investment plans [4][5]. Group 4: Special Conditions for Fund Usage - The company can only use raised funds for specific purposes, such as main business operations, and must avoid high-risk investments [4][5]. - If there are significant changes in market conditions or if projects are delayed, the company must reassess the feasibility and expected returns of the investment projects [10][11]. Group 5: Management and Supervision - The finance department must maintain detailed records of the expenditure and investment of raised funds, while internal audits should occur at least quarterly [28]. - The board of directors must conduct a comprehensive review of the management and usage of raised funds every six months and disclose the findings [29]. Group 6: Miscellaneous Provisions - The system will take effect upon approval by the shareholders' meeting and will be interpreted by the board of directors [17].
大地熊: 大地熊2025年第三次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-09-01 16:04
Core Viewpoint - The document outlines the procedures and regulations for the third extraordinary general meeting of shareholders of Anhui Dadi Bear New Materials Co., Ltd., emphasizing the importance of maintaining order and protecting shareholders' rights during the meeting [1][2][3]. Meeting Procedures - The meeting is scheduled for September 8, 2025, at 15:00 in Hefei, Anhui Province [5]. - Attendees must sign in 15 minutes before the meeting and present necessary identification documents [2]. - The meeting will include a report on the number of shareholders present and their voting rights [6]. Agenda Items - The agenda includes the revision of certain corporate governance systems, specifically the "Management System for Preventing the Occupation of Funds by Controlling Shareholders, Actual Controllers, and Other Related Parties" [6][7]. - The revised governance systems are aimed at enhancing the company's operational norms and internal governance mechanisms [6]. Voting and Participation - Shareholders and their proxies have the right to speak, inquire, and vote during the meeting [2][3]. - Voting will be conducted both on-site and through an online voting system provided by the Shanghai Stock Exchange [5][7]. Legal Oversight - The meeting will be witnessed by a lawyer from a law firm hired by the company, who will also issue a legal opinion [3][8]. - The company will ensure that only authorized personnel can enter the meeting venue to maintain order [3][4]. Independent Director System - The document includes provisions for the independent director system, which aims to enhance corporate governance and protect minority shareholders' interests [10][11]. - Independent directors must not have any direct or indirect interests that could affect their judgment [11][12]. External Investment Management - The company has established a framework for managing external investments, which includes approval processes and risk control measures [26][27]. - Investments are categorized into short-term and long-term, with specific criteria for each type [26][27]. Financial Management and Auditing - The financial department is responsible for comprehensive financial records of external investments and ensuring compliance with accounting standards [32][33]. - Regular audits will be conducted to assess the financial health of investments and subsidiaries [32][33].