Workflow
管理
icon
Search documents
星环科技: 境外发行证券与上市相关保密和档案管理工作制度(H股适用)
Zheng Quan Zhi Xing· 2025-07-17 16:14
Core Points - The document outlines the confidentiality and archive management system for the overseas issuance of securities and listing by the company, aiming to protect national economic security and public interests [1][2] - The system applies to the entire process of overseas issuance and listing, including application, review/filing, and listing stages [2] - The company is required to ensure compliance with relevant laws and regulations during the overseas issuance and listing process, enhancing awareness of confidentiality and archive management [4][5] Group 1: General Provisions - The system is established to safeguard the company's interests during the overseas issuance of securities and listing, in accordance with various Chinese laws and regulations [1] - The system applies to the company and its consolidated subsidiaries, as well as to the securities companies and service institutions engaged for the overseas issuance and listing activities [2] Group 2: Confidentiality and Archive Management - The company must strictly adhere to laws and regulations regarding confidentiality and archive management, ensuring that no state secrets or public interests are compromised [4][5] - Any documents or materials involving state secrets must be approved by the relevant authorities before being disclosed to securities companies or regulatory bodies [3][4] Group 3: Procedures and Responsibilities - The company must sign confidentiality agreements with securities companies and service institutions, clearly defining their obligations and responsibilities regarding the handling of sensitive information [5][6] - In case of any leaks of state secrets or sensitive information, the company is required to take immediate remedial actions and report to the relevant authorities [9][10] Group 4: Penalties - Any violations of the confidentiality and archive management system may result in corrective measures, including reprimands or reporting to government authorities [8][9] - Legal responsibilities will be pursued by government departments for violations of relevant laws, with potential criminal charges for serious offenses [8][9]
星环科技: 董事、高级管理人员所持本公司股份及其变动管理制度(H股适用)
Zheng Quan Zhi Xing· 2025-07-17 16:14
General Principles - The management system for the shares held by directors and senior management of StarRing Information Technology (Shanghai) Co., Ltd. aims to clarify the procedures for handling share ownership and changes in accordance with relevant laws and regulations [1][2] - The system is applicable after the issuance of H shares and is designed to ensure compliance with the Company Law, Securities Law, and other regulatory guidelines [1][2] Shareholding and Trading Restrictions - Directors and senior management are prohibited from engaging in margin trading or derivative transactions involving the company's shares [2] - Share transfers by directors and senior management must comply with legal and regulatory requirements, including commitments regarding shareholding ratios and transfer methods [2][3] - Specific conditions under which shares cannot be transferred include the first year after the company's stock is listed, within six months after leaving the company, and during ongoing investigations or legal proceedings [3][4] Trading Blackout Periods - Directors and senior management are restricted from trading company shares during specific periods, such as 15 days before annual and semi-annual reports, and 5 days before quarterly reports [4] - Additional restrictions apply when significant events that could impact share prices occur, until the information is disclosed [4] Reporting and Disclosure Requirements - Directors and senior management must report their shareholding changes within two trading days and disclose details such as the number of shares before and after the change, the date, and the reason for the change [9][12] - Any planned share reductions must be reported to the Shanghai Stock Exchange 15 trading days in advance, including details about the number of shares, source, and reasons for the reduction [8][9] Compliance and Penalties - The company is responsible for ensuring that directors and senior management do not engage in insider trading or other illegal activities related to share transactions [12] - Violations of the management system may result in disciplinary actions by the company and potential legal consequences [12][14] Implementation and Effectiveness - The management system will take effect upon the company's first public issuance of H shares and listing on the Hong Kong Stock Exchange, replacing any previous regulations [14]
星环科技: 信息披露管理制度(H股适用)
Zheng Quan Zhi Xing· 2025-07-17 16:14
General Principles - The information disclosure management system is established to ensure timely, accurate, and complete disclosure of significant information, protecting investors' rights [1][2] - The system applies to the board of directors, senior management, and other relevant personnel responsible for information disclosure [2][3] Disclosure Requirements - Significant information includes financial performance, mergers and acquisitions, major investments, and legal matters that may impact stock prices or investment decisions [2][4] - Information must be disclosed simultaneously to all investors, avoiding selective disclosure [4][6] Disclosure Procedures - The company must disclose information through designated media and ensure that announcements are clear, concise, and free of promotional language [3][5] - The chairman is the ultimate responsible person for information disclosure, and all disclosures must comply with relevant laws and regulations [4][5] Types of Reports - Regular reports include annual, semi-annual, and quarterly reports, while temporary reports cover significant events outside the regular reporting schedule [8][12] - The company must ensure that financial data in reports is audited and accurate, with specific timelines for disclosure [12][14] Major Events Disclosure - The company must disclose major events as they occur, including board resolutions, significant transactions, and legal disputes that may affect stock prices [17][18] - If a major event is confidential, it can be disclosed later once it is no longer sensitive [16][19] Risk Management - The company must disclose any significant risks that could impact its financial health or operational stability, including potential losses or legal issues [26][27] - Disclosure of risks must be timely and comprehensive, ensuring that investors are fully informed [26][28] Shareholder Communication - The company must communicate with shareholders regarding significant changes, including changes in management, capital structure, or business strategy [29][30] - Shareholder meetings and resolutions must be properly documented and disclosed [30][31]
气派科技: 气派科技股份有限公司董事离职管理制度
Zheng Quan Zhi Xing· 2025-07-17 16:08
Core Points - The document outlines the management system for the resignation of directors at Qipai Technology Co., Ltd, aiming to ensure stable corporate governance and protect the rights of the company and its shareholders [1][2] - The system applies to various scenarios of director resignation, including term expiration, voluntary resignation, dismissal, and other reasons [1][2] Chapter Summaries Chapter 1: General Provisions - The purpose of the system is to regulate the resignation of directors and ensure compliance with relevant laws and the company's articles of association [1] - The system is applicable to all directors, including independent directors, under different resignation circumstances [1] Chapter 2: Resignation Circumstances - Directors may resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [2] - If a director fails to attend two consecutive board meetings without delegation, they may be recommended for removal by the board [2] Chapter 3: Obligations and Accountability of Resigning Directors - Resigning directors must provide a written explanation for any unfulfilled commitments and a plan for completion before leaving [2][3] - They are required to complete all handover procedures within five days after resignation, including transferring all company documents and materials [2] - Confidentiality obligations regarding company secrets remain in effect after resignation until the information becomes public [2][3] - Resigning directors must cooperate with the company in post-tenure investigations and cannot refuse to provide necessary documents [2][3] Chapter 4: Supplementary Provisions - Any matters not covered by this system or conflicting with laws and regulations will be governed by relevant laws or the company's articles of association [3] - The board of directors is responsible for formulating, amending, and interpreting this system, which takes effect upon board approval [3]
气派科技: 气派科技股份有限公司对外投资管理办法
Zheng Quan Zhi Xing· 2025-07-17 16:08
Core Viewpoint - The document outlines the external investment management measures of Qipai Technology Co., Ltd., aiming to standardize investment behaviors, enhance investment efficiency, and mitigate risks while maximizing the time value of funds [1][2]. Group 1: General Principles - The external investment refers to the company's activities to invest monetary funds, equity, or assessed physical or intangible assets for future returns [2]. - Investments are categorized into short-term and long-term based on the duration, with short-term investments being those that can be liquidated within one year, and long-term investments being those held for over a year [2]. - The investment management should align with the company's development strategy, rationally allocate resources, and promote optimal combinations of factors to create good economic benefits [2]. Group 2: Approval Authority - The company implements a professional management and hierarchical approval system for external investments [3]. - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and the general manager's office, with no other departments or individuals authorized to make investment decisions [3][4]. Group 3: Organizational Management - An investment review team is established, led by the general manager, responsible for collecting information, preliminary evaluations, and establishing a project database for investment suggestions [3][4]. - The investment management department is tasked with researching and formulating the company's development strategy, evaluating major investment projects, and managing the responsibilities of subsidiaries and holding companies [3][4]. Group 4: Decision Management - For short-term investments, the investment management department pre-selects investment opportunities based on profitability, and the financial department provides cash flow statements [4][5]. - Long-term investment projects require preliminary evaluations, feasibility studies, and must be approved by the board of directors and, if necessary, the shareholders' meeting [5][6]. Group 5: Transfer and Recovery of Investments - The company can recover investments under specific circumstances, such as project completion, bankruptcy, or force majeure [7]. - Investment transfers are permitted when projects deviate from the company's direction, incur continuous losses, or when urgent funding is needed [7]. Group 6: Financial Management and Auditing - The financial department is responsible for comprehensive financial records of external investments, ensuring compliance with accounting standards [8][9]. - Annual checks of long and short-term investments are mandated, along with regular audits of subsidiaries [8][9]. Group 7: Reporting and Disclosure - External investments must adhere to legal and regulatory requirements, with significant investments requiring shareholder meeting approval [10][11]. - Subsidiaries are obligated to provide accurate and timely information to the company for disclosure purposes [10][12].
寒武纪: 中信证券股份有限公司关于中科寒武纪科技股份有限公司使用自有资金支付募投项目所需资金并以募集资金等额置换的核查意见
Zheng Quan Zhi Xing· 2025-07-17 16:07
并以募集资金等额置换的核查意见 中信证券股份有限公司关于中科寒武纪科技股份有限公司 使用自有资金支付募投项目所需资金 一、募集资金的基本情况 经上海证券交易所审核同意,并根据中国证券监督管理委员会出具的《关于 同意中科寒武纪科技股份有限公司向特定对象发行股票注册的批复》(证监许可 〔2023〕424 号),公司 2022 年度向特定对象发行 A 股股票(以下简称"再融资") 实际募集资金净额为人民币 1,649,290,009.61 元。上述募集资金到位情况已经天 健会计师事务所(特殊普通合伙)审验并出具《验资报告》 (天健验〔2023〕129 公司于 2023 年 4 月 27 日召开第二届董事会第八次会议、公司第二届监事会 第四次会议,审议通过了《关于增加募集资金投资项目实施主体及实施地点的议 案》 《关于向上海寒武纪信息科技有限公司增资以实施募投项目的议案》,同意新 增全资子公司上海寒武纪信息科技有限公司(以下简称"上海寒武纪")作为公 司再融资募集资金投资项目"先进工艺平台芯片项目"、 中信证券股份有限公司(以下简称"中信证券"、"保荐机构")作为中科寒武 纪科技股份有限公司(以下简称"寒武纪"、"公 ...
科特勒警告的三大营销顽疾,仍在杀死品牌
吴晓波频道· 2025-07-17 15:39
Core Viewpoint - The article emphasizes the evolving nature of marketing, highlighting the relevance of Philip Kotler's "Marketing Management" in today's rapidly changing business environment, particularly with the rise of digital marketing and AI technologies [2][3][28]. Group 1: Historical Context of Marketing - In 1967, Kotler's "Marketing Management" emerged during a time of significant market changes, including overproduction, media revolution, and globalization, which reshaped marketing practices [20][24][26]. - The book has undergone multiple iterations, reflecting the continuous evolution of marketing theories and practices to adapt to market changes [9][10][61]. Group 2: Key Marketing Concepts - Kotler warned against confusing advertising with marketing and emphasized the importance of customer experience over mere product sales [3][39]. - The article discusses the AIDA model introduced by Elmer Lewis, which outlines the steps a consumer goes through before making a purchase [11][12]. - The 4P theory (Product, Price, Promotion, Place) proposed by McCarthy is highlighted as a foundational concept in modern marketing [17][18]. Group 3: Challenges and Opportunities in Marketing - The rise of live streaming and digital personas presents new challenges for marketers, necessitating a shift in strategies to engage consumers effectively [28][29]. - Kotler's insights from 20 years ago regarding the Chinese market still resonate today, emphasizing the need for companies to focus on customer share rather than market share [36][37]. Group 4: Strategies for Competing in Marketing - Kotler suggests three strategies for competing in saturated markets: benchmarking, reverse engineering, and technological advancement [44][45]. - The article stresses that successful marketing requires a deep understanding of consumer needs and the ability to provide value beyond the product itself [40][42]. Group 5: The Future of Marketing - The article concludes that the principles outlined in Kotler's work remain crucial for marketers today, as the market continues to evolve rapidly with new technologies and consumer behaviors [56][60].
超半数高净值人士,用保险和遗嘱传承财富
吴晓波频道· 2025-07-17 15:39
Group 1 - The article discusses the wealth inheritance issues faced by high-net-worth individuals in China, highlighting that only 12%-20% consider using trusts and family offices for wealth transfer [8] - It provides a profile of high-net-worth individuals, defining them as families with disposable assets over 6 million RMB, while the middle class is defined as those with disposable assets between 2 million and 6 million RMB [3] - The article emphasizes that 67% of high-net-worth individuals prefer using wills for inheritance, and 54% opt for insurance products to avoid disputes and legal risks [8] Group 2 - The report indicates that the number of wealthy families in China has decreased for two consecutive years, with a slight decline to 5.128 million households in 2024, while the number of high-net-worth individuals as defined by a bank has increased [18][22] - It notes that the wealth is increasingly concentrated among the top tier, with the "Golden Flower" users of a bank representing only 2.5% of total users but having 177 times the average assets of ordinary clients [26] - The article highlights a shift in focus among high-net-worth individuals from wealth creation to wealth preservation, with 95% having various types of insurance products [32][58] Group 3 - High-net-worth individuals exhibit changing consumption habits, with a high desire for consumption scoring 79.7, significantly higher than the middle class [38] - The article identifies four key consumption characteristics: high desire for consumption, a shift towards understated luxury, prioritizing health investments, and a preference for privacy in travel [42][45][50] - It concludes that the current economic uncertainties have led high-net-worth individuals to prioritize health and privacy over ostentatious displays of wealth [56]
南亚新材两大募投项目结项,2.21亿元结余资金将用于补流
Ju Chao Zi Xun· 2025-07-17 15:09
7月17日,南亚新材料科技股份有限公司(以下简称"南亚新材")宣布,其2022年度向特定对象发行A股股票的部分募投项目正式结项, 并将节余募集资金永久补充流动资金。这一举措旨在优化资源配置,提高资金使用效率,进一步支持公司的日常运营和业务发展。 合计节余募集资金为22,090.32万元。 关于资金节余主要原因,南亚新材说明称,公司在募投项目实施过程中,严格遵循募集资金使用的相关规定,坚持合理、有效、谨慎、 节约的原则,加强项目建设各个环节成本费用的控制、监督和管理,合理降低了项目总支出。此外,公司通过使用部分闲置募集资金进 行现金管理,获得了一定的投资收益,同时募集资金存放期间也产生了一定的存款利息收入。 为合理配置资金,提高募集资金使用效率,南亚新材决定将节余募集资金22,090.32万元永久补充流动资金,用于公司日常生产经营活 动。这一举措将进一步充盈公司现金流,提升经济效益。待节余募集资金转出完毕后,公司将办理相关募集资金专户的注销手续。 截至2025年6月30日,上述两个募投项目已完成建设并达到预定可使用状态。根据光大证券的核查意见,两个项目的募集资金使用及节余 情况如下: 1、年产1500万平方米5 ...
新华时评|携手维护全球发展“共赢链”
Xin Hua She· 2025-07-17 13:50
让生产更高效、让创新更具活力、让合作更紧密、让生命更精彩、让出行更便捷、让地球更美好……不 同展区的口号体现的是全球企业通过发展增进人类福祉的美好愿景。空客、英伟达、施耐德等行业巨头 首次参与链博会,将携手中国合作伙伴全面展示产供链融合互补成果。医疗、健康、餐饮、化妆品等行 业全球头部企业也将带来最新的产品和服务,充分反映产供链深度协作如何给人类带来更美好的生活。 美国英伟达公司创始人兼首席执行官黄仁勋在开幕式上表示,链博会规模大、气氛热烈,充分体现了中 国对创新的支持以及致力于共建繁荣未来的努力。 当前全球产供链是多年来生产要素高效自由流动、资源优化配置的结果,为世界经济带来繁荣和财富增 长。1982年,英国分析师基思·奥利弗提出"供应链管理"的概念。通过供应链管理,企业得以打破生 产、销售和财务之间的界限,实现从原料产地、制造工厂到终端消费者的协同。正因如此,1970年以 来,全球国内生产总值(GDP)总量增长三倍以上,贸易占GDP比重翻番,形成"你中有我、我中有 你"的产业分工格局。 近年来,受单边主义、贸易保护主义和地缘政治紧张等影响,全球产供链稳定受到严重威胁。部分国家 搞"脱钩断链"打乱国际分工, ...