关联交易担保

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永鼎股份: 永鼎股份2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-09-05 16:13
Meeting Agenda - The 2025 First Extraordinary General Meeting of Jiangsu Yongding Co., Ltd. will be held on September 19, 2025, with online voting from September 18, 15:00 to September 19, 15:00 [1][2] - The meeting will be hosted by Chairman Mo Siming and will include shareholders, directors, supervisors, senior management, and lawyers [1][2] Profit Distribution Proposal - As of June 30, 2025, the company's undistributed profits amount to RMB 405,176,376.35 (unaudited) [3] - The proposed cash dividend is RMB 0.035 per share (including tax), representing a distribution ratio of 16.06% [3] Guarantee for Controlling Shareholder - As of August 26, 2025, the total guarantee provided by the company to its controlling shareholder, Yongding Group, is RMB 360,588.60 million, with an actual guarantee balance of RMB 317,779.24 million [4][9] - The company plans to continue providing guarantees for Yongding Group's bank credit applications, totaling RMB 31,280 million [4][5] Cancellation of Supervisory Board - The company proposes to abolish the supervisory board and amend the Articles of Association to enhance corporate governance and compliance with legal requirements [10] - The supervisory board's functions will be transferred to the audit committee of the board of directors [10] Governance System Amendments - The company intends to formulate and amend certain governance systems to further standardize operations and improve governance levels [11][12]
重庆建工: 重庆建工关于为控股股东向金融机构申请授信额度提供担保暨关联交易的公告
Zheng Quan Zhi Xing· 2025-06-04 12:03
Core Viewpoint - The company is providing a guarantee for its controlling shareholder, Chongqing Construction Investment Holding Co., Ltd., to apply for a credit limit from financial institutions, with a total guarantee amount not exceeding 790 million yuan [1][2] Summary by Sections Guarantee Overview - The guarantee amount for Chongqing Construction Holding is up to 790 million yuan, with the company currently having provided no guarantees to the shareholder or its subsidiaries [1][2] - The guarantee will be backed by a counter-guarantee from wholly-owned subsidiaries of Chongqing Construction Holding [2] Internal Decision-Making Process - The board of directors approved the guarantee with a unanimous vote, excluding related directors from voting, and the independent directors and audit committee also reviewed and approved the transaction [2][7] Basic Information of the Guaranteed Party - Chongqing Construction Holding is the controlling shareholder, holding 44.40% of the company's shares, and is not listed as a dishonest executor [3][4] Financial Situation of the Guaranteed Party - As of December 31, 2024, Chongqing Construction Holding had total assets of 8.842 billion yuan and a net profit of -593 million yuan for the year [4] - As of March 31, 2025, the unaudited net profit was -48 million yuan [4] Main Content of the Guarantee Agreement - The guarantee includes joint liability, mortgage, or pledge guarantees, covering principal, interest, penalties, and all related costs [4][5] Necessity and Reasonableness of the Guarantee - The guarantee is deemed necessary as Chongqing Construction Holding is operating normally and has the ability to repay debts, with a history of providing substantial guarantees to the company [5][7] Board of Directors' Opinion - The independent directors unanimously agreed that the guarantee is in line with mutual development principles and does not harm the interests of the company or minority shareholders [7] Cumulative External Guarantee and Overdue Guarantees - As of March 31, 2025, the company had provided guarantees totaling 5.549 billion yuan to its subsidiaries, with no overdue guarantees reported [8]