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破产重整之后,国民饮料汇源又出大麻烦
Hu Xiu· 2025-09-25 23:30
Core Viewpoint - Beijing Huiyuan Food and Beverage Co., Ltd. is facing significant operational challenges following its bankruptcy restructuring, with new investors failing to fulfill their financial commitments, leading to supply chain disruptions and internal conflicts [1][22]. Group 1: Company Operations and Management - The new general manager, Wang Qinghan, has accused the previous management of illegally paying funds to the original controlling shareholder, suggesting potential asset stripping [2][12]. - Internal conflicts have escalated to affect employee operations, with reports of delayed social security and housing fund payments due to management disputes [3][18]. - The company has halted supply to major e-commerce platforms, claiming that its accounts are controlled by the new investors, which has led to product shortages online [5][7][8]. Group 2: Financial Commitments and Restructuring - The new investors, including Zhujing Wenshenghui, initially promised to invest 1.6 billion yuan but have only contributed 750 million yuan, with 850 million yuan overdue for over a year [23][24]. - The termination of a potential acquisition by Guozhong Waterworks has left the company without necessary capital for restructuring, exacerbating internal tensions [22][24]. - Despite these challenges, the production lines remain operational, and the company still possesses brand recognition and production capacity, indicating potential for recovery if governance issues are resolved [10][26].
湖南启元律师事务所关于湘潭永达机械制造股份有限公司2025年第一次临时股东大会的法律意见书
Shang Hai Zheng Quan Bao· 2025-09-25 19:51
Group 1 - The company held its first extraordinary general meeting of shareholders in 2025 on September 25, 2025, with a combination of on-site and online voting methods [2][30][29] - A total of 126 shareholders and their proxies attended the meeting, representing 161,277,969 shares, which is 67.1992% of the total shares with voting rights [6][30] - The meeting's agenda included proposals for amending the company's articles of association and governance-related systems, all of which were approved by a significant majority [12][34][36] Group 2 - The legal opinion issued by Hunan Qiyuan Law Firm confirmed that the meeting's convening and voting procedures complied with relevant laws and regulations [23][50] - The voting results showed overwhelming support for the proposals, with the amendment to the articles of association receiving 99.8028% approval [12][34] - The company ensured that all necessary documentation and procedures were followed, including verification of shareholder identities for online voting [5][6][11]
茂业商业股份有限公司第十届董事会第四十三次会议决议公告
Shang Hai Zheng Quan Bao· 2025-09-25 19:13
Group 1 - The company held its 43rd meeting of the 10th Board of Directors on September 25, 2025, where all 9 participating directors voted on several key resolutions [1][2][3][4][5][6]. - The company approved the proposal to reappoint the accounting firm Xinyong Zhonghe as its auditor for the fiscal year 2025, which will be submitted for approval at the upcoming shareholder meeting [21][30]. - The company also approved a proposal to provide a guarantee for its subsidiary, Inner Mongolia Maoye Group, for a loan of RMB 100 million from Ordos Bank, with a guarantee period of three years [33][39]. Group 2 - The first extraordinary general meeting of shareholders for 2025 is scheduled for October 14, 2025, at 14:30, with both on-site and online voting options available [8][9][10]. - The company will utilize the Shanghai Stock Exchange's online voting system for shareholder participation, allowing votes to be cast during specified trading hours on the day of the meeting [9][11]. - The company has outlined the registration process for shareholders wishing to attend the meeting, including necessary documentation and registration timelines [17][18]. Group 3 - The proposed accounting firm, Xinyong Zhonghe, was established on March 2, 2012, and has a significant number of partners and registered accountants, indicating a robust capacity for handling audit services [22][23]. - Xinyong Zhonghe reported a total revenue of RMB 4.054 billion for 2024, with audit service revenue of RMB 2.587 billion, showcasing its financial strength and experience in the industry [23]. - The company has confirmed that Xinyong Zhonghe has a good track record with no significant legal issues in the past three years, enhancing its credibility as a service provider [24][25][26]. Group 4 - The guarantee for Inner Mongolia Maoye Group is intended to support its operational financing needs, which aligns with the company's overall development strategy [35][39]. - The total amount of guarantees provided by the company to its subsidiaries is approximately RMB 1.31 billion, representing 18.78% of the company's latest audited net assets [39]. - The company has no overdue guarantees, indicating a stable financial position regarding its commitments [39].
紫光国芯微电子修订公司章程,完善公司治理架构与运作规范
Xin Lang Cai Jing· 2025-09-25 16:07
Core Points - Unisoc Microelectronics Co., Ltd. revised its articles of association in September 2025 to enhance corporate governance and protect the rights of shareholders, employees, and creditors [1][2] - The revised articles detail the company's business objectives, scope, share management, and the roles of shareholders, the board of directors, and senior management [1][2] - The company aims to create returns for shareholders and a positive environment for employees through improved governance, focusing on quality, market, and efficiency [1][2] Share Management - The total number of shares is 849,608,288, all of which are ordinary shares with a par value of 1 yuan per share [1] - The articles specify rules for share issuance, reduction, repurchase, and transfer, limiting financial assistance for acquiring shares to specific conditions approved by the shareholders' meeting or board of directors [1] Shareholders and Shareholders' Meeting - The articles outline the rights and obligations of shareholders, the behavior of controlling shareholders and actual controllers, and the procedures for convening, proposing, notifying, and voting at shareholders' meetings [2] - The shareholders' meeting has significant powers, including electing directors and reviewing profit distribution plans, with specific standards for reviewing major matters like external guarantees [2] Board of Directors - The board consists of nine directors responsible for convening shareholders' meetings, executing resolutions, and determining business plans [2] - The articles define the qualifications, responsibilities, and resignation procedures for directors, as well as the roles of specialized committees such as the audit committee, nomination committee, and compensation committee [2] Senior Management and Governance - The articles regulate the appointment, responsibilities, and obligations of senior management, emphasizing the role of the party organization in corporate governance [2] - Comprehensive regulations are established for financial accounting, profit distribution policies, internal audits, and other corporate actions such as mergers, capital increases, and dissolutions [2]
和泰人寿10%股权将被拍卖 投资巨亏、总经理已空悬近五年
Bei Jing Shang Bao· 2025-09-25 15:07
Core Viewpoint - The equity stake of Hetai Life Insurance Co., Ltd. (hereinafter referred to as "Hetai Life") held by Jin Xing Mining Co., Ltd. is set to be auctioned, highlighting ongoing challenges faced by the company, including investment losses and a lack of core management [1][2]. Group 1: Equity Auction Details - Jin Xing Mining will auction 150 million shares (10% equity) of Hetai Life on October 23, with an assessed value of 97 million yuan and a starting price of 92 million yuan [2]. - This marks the second auction of Jin Xing Mining's equity in Hetai Life, following a previous attempt in December 2022 to auction 210 million shares (14% equity), which was withdrawn shortly after due to the retraction of execution applications by creditors [2]. - Currently, 40% of Hetai Life's equity is under pledge or frozen, involving four shareholders and a total of 600 million shares [2]. Group 2: Impact of Equity Pledge and Management Issues - High levels of pledged equity may lead to changes in the ownership structure, affecting corporate governance continuity and potentially resulting in forced disposals of shares if debt issues are unresolved [3]. - If pledged shares are judicially disposed of, new investors may alter the company's strategic direction, leading to governance conflicts and reduced decision-making efficiency in shareholder meetings [3]. - The long vacancy of the general manager position at Hetai Life, which has been unfilled for nearly five years, raises concerns about the company's strategic direction and operational efficiency [7][8]. Group 3: Financial Performance and Investment Losses - Since its establishment in 2017, Hetai Life has struggled to achieve stable profitability, with most years resulting in losses. In 2024, the company reported a net profit of 12.44 million yuan, but continued to incur losses in the first half of the year [4][5]. - In the first half of the year, Hetai Life's insurance business revenue was 1.333 billion yuan, a year-on-year increase of 39.90%, but the net profit turned negative at -176 million yuan compared to a profit of 13.4 million yuan in the same period last year [5]. - The company has reported significant investment losses, including a 16.14 million yuan impairment for "20 Shen Ye 03" and a total of 75.92 million yuan for "H20 Shan Shan 1" due to defaults [5].
官方店断货、新老高管互指扰乱经营汇源高层激烈对峙,国民果汁为何饮下内耗苦?
Mei Ri Jing Ji Xin Wen· 2025-09-25 14:50
Core Viewpoint - Beijing Huiyuan Food and Beverage Co., Ltd. is facing significant operational challenges following its bankruptcy restructuring, with new investors failing to fulfill their financial commitments, leading to supply chain disruptions and internal conflicts [2][18][19]. Group 1: Company Operations and Financial Issues - The new investors, Shanghai Wensheng Asset Management Co., Ltd. and Zhujing Wensheng Hui, have not paid the restructuring investment, causing operational disruptions and stock shortages on major e-commerce platforms [2][18]. - Internal sources indicate that the company has voluntarily halted supply to major platforms due to control issues over its accounts, which are now managed by Zhujing Wensheng Hui [8][9]. - Despite the operational challenges, the production lines remain active, and the company has sufficient inventory, as production is primarily managed by Huiyuan Group, which is still under the control of the original management [10][19]. Group 2: Management Conflict and Governance Issues - A power struggle between the new management led by Wang Qinghan and the original management team has emerged, particularly regarding the control of company seals and legal documents [12][15]. - Wang Qinghan has accused the previous management of misappropriating funds and failing to execute necessary handovers, which has led to communication breakdowns within the company [16][18]. - The ongoing legal disputes, including a lawsuit filed by the former chairman to invalidate the board's decisions, further complicate the governance situation [15][16]. Group 3: Market Position and Future Outlook - Despite the internal turmoil, the Huiyuan brand retains strong market recognition and production capacity, suggesting potential for recovery if governance issues are resolved [20]. - Industry experts believe that internal chaos, rather than external competition, is often the root cause of corporate decline, indicating that addressing these internal conflicts is crucial for the company's future [20].
和泰人寿10%股权将被拍卖,投资巨亏、总经理已空悬近五年
Bei Jing Shang Bao· 2025-09-25 13:51
又有保险公司股权将被拍卖。9月25日,北京商报记者注意到,和泰人寿保险股份有限公司(以下简称"和泰人寿")10%股 权将于9月27日后被司法拍卖,持有方是栾川县金兴矿业有限公司(以下简称"金兴矿业")。 这家背靠中信系与腾讯系两大巨头,曾以"互联网创新险企"为标签的寿险公司,如今正面临着投资失利、核心管理层空缺 等一系列难题。 股权再次上"拍卖台" 9月25日,北京商报记者注意到,金兴矿业持有的和泰人寿1.5亿股(10%股权)将于10月23日被司法拍卖;该笔股权评估价 0.97亿元,起拍价为0.92亿元。 实际上,这已经是金兴矿业所持和泰人寿股权第二次被拍卖。根据北京商报记者此前报道,在2022年12月,金兴矿业持有 的和泰人寿2.1亿股(14%股权)曾在阿里司法拍卖平台挂出,但约一周后被撤回,撤回原因是申请执行人及其他执行债权 人撤回执行申请。如今,时隔两年,这笔股权中的一大部分没有逃掉被继续拍卖的命运。 除了金兴矿业所持14%股权被质押冻结,和泰人寿其他股东也存在质押或冻结股权的情况。具体而言,和泰人寿目前有 40%的股权处于质押或者冻结的状态,涉及4家股东,合计6亿股。除了金兴矿业所持2.1亿股全部被质 ...
五家国有银行集体官宣!不再设立监事会,章程修订已获监管核准
Xin Lang Cai Jing· 2025-09-25 13:29
9月25日,五家国有银行同日发布公告,宣布公司章程修订已获监管核准,不再设立监事会。 农业银行表示,近日收到《国家金融监督管理总局关于农业银行修改公司章程的批复》(金复〔2025〕 561号)。自修订后的公司章程核准之日起,本行不再设立监事会,由董事会审计委员会按照《中华人 民共和国公司法》及国家有关部门规定行使监事会职权。 交通银行称,该行2025年6月27日召开的2024年度股东大会审议批准了《关于修订的议案》和《关于不 再设立监事会的议案》。近日,该行收到《国家金融监督管理总局关于交通银行修改公司章程的批 复》,修订后的公司章程已获核准生效。据此,交通银行自2025年9月25日起不再设立监事会,由董事 会审计委员会行使监事会相关职权。 公开信息显示,这五家银行的监事长已经相继辞任。2022年9月,工商银行原监事长黄良波,因工作变 动辞任。2023年2月,农业银行原监事长王敬东,因年龄原因辞任。2023年10月,建设银行原监事长王 永庆,因年龄原因辞任。2024年2月,中国银行原监事长张克秋,因年龄原因辞任。今年1月,交通银行 原监事长徐吉明,因岗位调整辞任。 去年12月,国家金融监督管理总局发布的《关于 ...
斯莱克修订《公司章程》及多项治理制度 完善公司治理体系
Xin Lang Cai Jing· 2025-09-25 12:48
多项治理制度修订与制定,完善公司治理架构 为完善公司治理,斯莱克结合相关法律法规修订及公司日常经营情况,对多项内部治理制度进行了修订 与制定。其中,需提交股东会审议的制度有《股东会议事规则》《董事会议事规则》《独立董事工作制 度》等8项;无需股东会审议,已由董事会审议通过的制度有《董事会审计委员会工作细则》《董事会 提名委员会工作细则》等13项,还新制定了《董事、高级管理人员离职管理制度》 。 为适应法律法规变化,斯莱克对《公司章程》进行了修订。在修订原因及依据方面,由于公司董事会审 计委员会行使《公司法》规定的监事会职权,《监事会议事规则》相应废止,公司各项制度中涉及监事 会、监事的规定不再适用,因此对《公司章程》及部分治理制度进行修订和制定。 此次《公司章程》修订内容广泛,包括维护对象新增职工、明确法定代表人产生变更办法、完善公司股 份相关规定、调整对外担保及股东权利等多项条款。例如,原条款规定董事长为公司法定代表人,现修 改为代表公司执行公司事务的董事为法定代表人,且法定代表人的产生或更换需经董事会全体董事过半 数决议通过。同时,对公司收购本公司股份的方式、程序以及董事、高级管理人员股份转让限制等内容 ...
广东雄塑科技修订《公司章程》 多项条款调整完善治理体系
Xin Lang Cai Jing· 2025-09-25 12:48
Core Viewpoint - The recent comprehensive revision of the Articles of Association by Guangdong Xiongsu Technology Group Co., Ltd. aims to enhance corporate governance structure, improve operational efficiency, and adapt to regulatory requirements and company development needs [1][3]. Summary by Relevant Sections Corporate Governance Structure Optimization - The revision clarifies the protection of employees' legitimate rights and interests, detailing the responsibilities and change procedures for the legal representative. It mandates that the resignation of a director serving as the legal representative is considered simultaneous resignation from the legal representative role, requiring the company to appoint a new legal representative within 30 days. Additionally, civil liability clauses for the legal representative have been added, and the scope of senior management has been redefined to explicitly include the Chief Financial Officer [2]. Adjustments Related to Shareholders and Shareholder Meetings - The rules regarding shareholders' access to and copying of company materials have been refined, specifying the conditions and procedures for reviewing accounting books and vouchers. The regulations concerning invalid, revoked, or non-existent resolutions of shareholder meetings and board meetings have been improved. Furthermore, the obligations and behaviors of controlling shareholders and actual controllers have been supplemented, emphasizing the maintenance of control and operational stability, as well as compliance with share transfer restrictions [2]. Adjustments in Company Operational Decision-Making Procedures - The powers and decision-making processes of the shareholder meeting and board of directors have been reorganized, with clearer approval authority and procedures for significant matters such as guarantees and financial assistance. Specific standards for shareholder meeting approval of external guarantees and financial assistance under different circumstances have been established [2]. Other Important Amendments - The profit distribution policy has been revised to include decision-making procedures and supervision related to profit distribution, clarifying the responsibilities of the board of directors and shareholder meetings in formulating and adjusting profit distribution plans, as well as mechanisms for minority shareholder participation. Adjustments have also been made in information disclosure and notification delivery, including specifying media requirements for information disclosure and adding various notification delivery methods [2].