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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]
澜起科技: 澜起科技关于修订于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· 2025-06-20 13:37
Core Viewpoint - The company has revised its Articles of Association and internal governance systems in preparation for the issuance and listing of H shares on the Hong Kong Stock Exchange, ensuring compliance with relevant laws and regulations [1][6][7]. Summary by Sections Articles of Association Revision - The revision of the Articles of Association is necessary for the issuance of H shares and listing on the Hong Kong Stock Exchange, aligning with the Company Law, Securities Law, and other relevant regulations [1][6]. - Specific amendments include changes to the registered capital, share structure, and the management of shareholder rights and obligations [1][2]. Internal Governance System Revision - The company has updated several internal governance documents, including the rules for shareholder meetings, board meetings, and independent director work guidelines, to reflect the new structure post-H share issuance [6][7]. - New internal policies have been drafted, such as the Shareholder Communication Policy and rules regarding related party transactions and external investments [6][7]. Implementation and Disclosure - The revised Articles of Association and internal governance documents will take effect upon the issuance of H shares and will be disclosed on the Shanghai Stock Exchange website [6][7]. - The company has committed to submitting these revisions for approval at the upcoming shareholders' meeting and will seek authorization for necessary regulatory filings [6][7].
视源股份: 第五届董事会第九次会议决议公告
Zheng Quan Zhi Xing· 2025-06-12 10:16
Group 1 - The company held its ninth meeting of the fifth board of directors on June 12, 2025, to discuss key resolutions related to its H-share issuance and listing in Hong Kong [1][2]. - The board approved the establishment of a business address in Hong Kong and the registration as a non-Hong Kong company, which is necessary for the H-share issuance [1]. - The board appointed two joint company secretaries and designated representatives in accordance with the Hong Kong Stock Exchange listing rules [2]. Group 2 - The board made adjustments to the audit and nomination committee members to enhance corporate governance following the H-share issuance [2][3]. - The new audit committee members include Liu Yunguo (Chairman), Zhu Yikun, and Liu Da [2]. - The new nomination committee members include Zhu Yikun (Chairman), Liu Yunguo, and Yu Wei [3].
海天味业: 海天味业关于刊发H股招股说明书、H股发行价格区间及H股香港公开发售等事宜的公告
Zheng Quan Zhi Xing· 2025-06-11 02:30
Core Viewpoint - Haitian Flavor Industry Co., Ltd. is in the process of issuing H shares and listing on the Hong Kong Stock Exchange, with the announcement detailing the issuance price range and public offering schedule [1][4]. Group 1: H Share Issuance Details - The company plans to issue a total of 263,237,500 H shares, with 15,794,300 shares allocated for public offering in Hong Kong, representing approximately 6.00% of the total issuance [3]. - The international offering will consist of 247,443,200 shares, which may be adjusted based on demand and the exercise of over-allotment options [3]. - The maximum number of shares available for global issuance, including adjustments and over-allotment, could reach 320,886,400 shares [3]. Group 2: Pricing and Timeline - The preliminary price range for the H shares is set between HKD 35.00 and HKD 36.30 [3]. - The public offering in Hong Kong is scheduled to commence on June 11, 2025, and conclude on June 16, 2025, with the issuance price expected to be announced on June 18, 2025 [4]. - The H shares are anticipated to begin trading on the Hong Kong Stock Exchange on June 19, 2025 [4].
上海合合信息科技股份有限公司
Shang Hai Zheng Quan Bao· 2025-05-28 18:09
Group 1 - The company held its 21st meeting of the second board of directors on May 28, 2025, with all 8 directors present, and the meeting was chaired by Chairman Zhen Lixin [2][3] - The board approved the proposal to cancel the supervisory board, transfer its powers to the audit committee of the board, and amend the company’s articles of association accordingly [3][4] - The company plans to issue H-shares and apply for listing on the Hong Kong Stock Exchange to enhance its global brand recognition and competitiveness [14][107] Group 2 - The board approved the issuance of H-shares, with a maximum of 15% of the total share capital post-issuance allocated for this purpose, and authorized the board to determine the final issuance details [24][117] - The issuance will be conducted through public offerings in Hong Kong and international placements, with pricing based on market conditions and investor demand [22][119] - The company aims to use the funds raised from the H-share issuance for AI technology development, product innovation, and global expansion [42] Group 3 - The company will transition to a foreign-funded joint-stock company after the H-share issuance and listing, allowing it to be publicly listed on both the Shanghai Stock Exchange and the Hong Kong Stock Exchange [35] - The board proposed to adjust the remuneration of independent directors from 80,000 RMB to 150,000 RMB per year to align with industry standards and enhance motivation [95] - The company plans to hold its first extraordinary general meeting of 2025 on June 18, 2025, to discuss the approved proposals [98]
韦尔股份: 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· 2025-05-23 10:25
Core Viewpoint - Shanghai Weir Semiconductor Co., Ltd. is revising its Articles of Association and internal governance systems in preparation for the issuance and listing of H shares on the Hong Kong Stock Exchange, aligning with relevant laws and regulations [1][2][3]. Summary by Sections Articles of Association Revision - The revision is based on the need for the company to issue H shares and comply with both domestic and Hong Kong regulations [1]. - The new Articles of Association will include provisions for the issuance of H shares and global depositary receipts (GDRs) [1][2]. Capital Structure - The registered capital of the company is currently RMB 121,442.6982 million, which will be updated post the issuance of H shares [1][2]. - The total number of shares will be adjusted to reflect the new H shares issued, with specific proportions for A shares and H shares to be defined [2]. Shareholder Rights and Obligations - Shareholders will retain rights to dividends and other benefits proportional to their shareholdings, and they can request to convene shareholder meetings [3][4]. - The company will maintain a register of H share shareholders, ensuring consistency between the primary and secondary records [3]. Governance and Decision-Making - The board of directors will have enhanced responsibilities, including the authority to make decisions on capital increases and share repurchases under specified conditions [4][5]. - The company will hold regular board meetings, with a minimum of four meetings annually, to ensure effective governance [6][7]. Compliance and Regulatory Framework - The revised Articles will ensure compliance with both Chinese and Hong Kong regulations, particularly regarding the issuance and transfer of shares [5][6]. - The company will adhere to the rules set forth by the Hong Kong Stock Exchange regarding related party transactions and shareholder voting rights [6][7].
龙旗科技: 关于制定公司于H股发行上市后生效的《上海龙旗科技股份有限公司章程(草案)》及相关议事规则(草案)的公告
Zheng Quan Zhi Xing· 2025-05-21 12:09
证券代码:603341 证券简称:龙旗科技 公告编号:2025-059 上海龙旗科技股份有限公司 关于制定公司于 H 股发行上市后生效的《上海龙旗科技股份 有限公司章程(草案)》及相关议事规则(草案)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、准确性和完整性承担法律责任。 第四届董事会第六次会议,审议通过了《关于制定公司于 H 股发行上市后生效 的 <上海龙旗科技股份有限公司章程 草案="草案"> 及相关议事规则(草案)的议案》, 现将有关情况公告如下: 一、制定《公司章程(草案)》的说明 鉴于公司拟发行境外上市外资股(H 股)并在香港联合交易所有限公司主板 挂牌上市(以下简称"本次发行上市"),根据《中华人民共和国公司法》《中 华人民共和国证券法》《境内企业境外发行证券和上市管理试行办法》及其监管 规则适用指引、《上市公司章程指引》等中国境内有关法律法规的规定以及《香 港联合交易所有限公司证券上市规则》、香港联交所诠释及指引、中国香港法律 等及其他监管规定对在中国境内注册成立的发行人在中国香港发行股票并上市 的要求,结合公司的实际情况及需求, ...
新奥股份: 新奥股份关于2024年年度股东大会取消部分议案并增加临时提案的公告
Zheng Quan Zhi Xing· 2025-05-16 10:16
证券代码:600803 证券简称:新奥股份 公告编号:临 2025-053 新奥天然气股份有限公司 关于2024年年度股东大会取消部分议案 并增加临时提案的公告 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、准确性和完整性承担法律责任。 一、 股东大会有关情况 股份类别 股票代码 股票简称 股权登记日 A股 600803 新奥股份 2025/5/23 二、 取消议案的情况说明 序号 议案名称 公司于 2025 年 5 月 16 日收到持有公司 9.97%股份的股东新奥科技发展有限 公司的临时提案。根据 2024 年 7 月 1 日起实施的《中华人民共和国公司法》 (以 下简称"《公司法》")及 2025 年 3 月 28 日起实施的《上市公司章程指引》等相 关法律法规的规定,结合公司的实际情况,公司拟取消监事会,监事会的职权由 董事会审计委员会行使。公司拟在第十届董事会第二十六次会议审议通过的《关 于调整董事职务并修订〈公司章程〉的议案》基础上,根据《公司法》《中华人 民共和国证券法》 《上市公司章程指引》 《上海证券交易所股票上市规则》等法律 法规及规 ...