日常性关联交易

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湖南华联瓷业股份有限公司2025年第三次临时股东大会决议公告
Shang Hai Zheng Quan Bao· 2025-07-31 19:30
Meeting Overview - The third extraordinary general meeting of shareholders of Hunan Hualian Ceramics Co., Ltd. was held on July 31, 2025, in Liling City, Hunan Province, combining on-site and online voting methods [4]. - A total of 4 shareholders and authorized representatives attended the meeting on-site, representing 161,892,056 shares, accounting for 64.28% of the total voting shares [5]. - 83 shareholders participated through online voting, representing 347,100 shares, accounting for 0.14% of the total voting shares [6]. Proposal Voting Results - The proposal regarding the company's compliance with conditions for issuing shares to specific targets was approved, with the related shareholder, Liling Zhiyu Industrial Investment Co., Ltd., abstaining from voting due to holding 114,000,000 shares [8][9]. - The proposal for the 2025 annual issuance of shares to specific targets was also approved, with the same abstention from the related shareholder [10]. - The proposal for the issuance of A-shares to specific targets was approved, with the related shareholder abstaining from voting [11]. - The proposal for the establishment of a special account for raised funds and authorization for signing the fund supervision agreement was approved, with the related shareholder abstaining from voting [12]. - The proposal for the report on the use of previously raised funds was approved, with the related shareholder abstaining from voting [12]. Legal Opinions - The legal opinion from Hunan Qiyuan Law Firm confirmed that the meeting's convening and procedures complied with the Company Law and the company's articles of association, and the voting results were valid [14]. Board Meeting Overview - The 19th meeting of the fifth board of directors was held on July 31, 2025, with all nine directors present, and the meeting complied with legal and procedural requirements [25]. - The board approved the revised proposal for the 2025 annual issuance of A-shares to specific targets, which had previously been approved by the independent directors [27]. - The board also approved the revised feasibility analysis report for the use of raised funds from the 2025 annual issuance of A-shares [30]. Daily Related Transactions - The board approved the addition of daily related transactions with Jiangxi Jinhui Pigment Co., Ltd. and Hunan Kehui Ceramic Mould Co., Ltd., with an estimated total amount not exceeding 35 million yuan for 2025 [21][43]. - The related transactions are necessary for the company's supply chain integration and are expected to enhance operational efficiency [53].
腾亚精工: 第二届监事会第二十六次会议决议公告
Zheng Quan Zhi Xing· 2025-06-22 08:19
Group 1 - The company held its 26th meeting of the second supervisory board on June 16, 2025, with all three supervisors present, ensuring compliance with relevant laws and regulations [1] - The supervisory board approved an increase in the estimated amount for daily related transactions for 2025, stating that it aligns with the company's business development needs and follows market fairness principles [1][2] - The board confirmed that the decision-making process for the transactions adhered to the company's internal regulations and would not affect the company's independence or harm the interests of shareholders, particularly minority shareholders [1] Group 2 - The supervisory board reviewed the company's stock incentive plan and found no prohibitive conditions under relevant laws and regulations, confirming the company's eligibility to implement the plan [2][3] - The board agreed to grant 776,000 shares of the second category of restricted stock to 18 incentive objects, with a grant date set for June 20, 2025, and a price of 5.68 yuan per share [3] - The board's decision on the stock incentive plan received unanimous approval from all present members [3]
腾亚精工: 关于增加2025年度日常性关联交易预计额度的公告
Zheng Quan Zhi Xing· 2025-06-22 08:18
Core Viewpoint - The company, Nanjing Tengya Precision Technology Co., Ltd., has announced an increase in the expected amount of daily related party transactions for the year 2025, reflecting the needs of its business operations and development [1][2]. Summary by Sections Daily Related Party Transactions Overview - The company previously estimated that the total amount of daily related party transactions for 2025 would not exceed 25 million yuan, which includes procurement of molds from Nanjing Tengya Robot Technology Co., Ltd. for 6 million yuan, sales of motors, battery packs, and other components to Anhui Tengya Robot Co., Ltd. for 14 million yuan, and sales of gardening tools to Nanjing Tengya Electromechanical Equipment Sales Co., Ltd. for 5 million yuan [1][2]. - The company has now increased the expected transaction amount with Nanjing Tengya Electromechanical to 15 million yuan, raising the total expected related party transactions to 26 million yuan [1][2]. Increase in Expected Transaction Amount - The company has approved an increase in the expected transaction amount with Anhui Robot for sales of motors, battery packs, and other components to 46 million yuan, and with Nanjing Electromechanical for sales of gardening tools to 5 million yuan, resulting in total expected transactions of 60 million yuan with Anhui Robot and 20 million yuan with Nanjing Electromechanical [2][4]. Financial Data of Related Parties - Anhui Tengya Robot Co., Ltd. has total assets of 35.4589 million yuan and a net asset of -0.23 million yuan as of March 31, 2025, with a revenue of 11.2617 million yuan and a net loss of -2.4549 million yuan for the first quarter of 2025 [5][6]. - Nanjing Tengya Electromechanical Equipment Sales Co., Ltd. has total assets of 14.2585 million yuan and a net asset of -0.0131 million yuan as of March 31, 2025, with a revenue of 8.5756 million yuan and a net loss of -0.0231 million yuan for the first quarter of 2025 [7][8]. Purpose and Impact of Related Transactions - The daily related party transactions are aimed at meeting the actual needs of business development and production operations, adhering to fair market principles, and ensuring that transaction prices are reasonable and do not adversely affect the company's financial status or operational results [9][10]. Opinions from Independent Directors and Sponsors - Independent directors have unanimously agreed that the increase in expected related party transaction amounts is reasonable and necessary for business development, ensuring that it will not harm the interests of the company or its shareholders [10]. - The sponsor has confirmed that the decision-making process complies with relevant regulations and does not harm the interests of non-related shareholders [10].
*ST松发: 广东松发陶瓷股份有限公司关于2025年度新增日常性关联交易预计情况的公告
Zheng Quan Zhi Xing· 2025-06-20 12:06
Core Viewpoint - Guangdong Songfa Ceramics Co., Ltd. has announced the expected situation of new daily related transactions for the year 2025, which requires approval from the shareholders' meeting after being approved by the board of directors [1][2]. Summary by Sections Daily Related Transactions - The board of directors approved the expected daily related transactions for 2025 with a unanimous vote, and the related director Lu Kun abstained from voting [1][2]. - The independent directors confirmed that the expected daily related transactions are based on the company's normal production and operation plans, adhering to principles of openness, fairness, and justice [2][4]. Previous Transactions - The company disclosed the expected and executed situations of daily related transactions for 2024 and the expected situation for 2025 in a previous announcement [2][3]. Expected Amounts and Categories - The company plans to add new daily related transactions for the year based on the actual situation and the daily operations of its subsidiaries [3][5]. - The expected amounts for various related transactions include: - Procurement of finished oil, high-temperature water, steam, and construction materials totaling 894.4 million RMB [3]. - Technical services and leasing from related parties totaling 33 million RMB [3]. Transaction Procedures - The daily related transactions will be conducted under fair and reasonable conditions, ensuring that they do not harm the interests of the company or its shareholders [4][5]. - The transactions will follow market pricing principles and will be mutually agreed upon by both parties [5]. Purpose and Impact - The expected related transactions are intended to meet the actual needs of the company's normal operations, maintaining fairness and mutual benefit [5]. - The implementation of these transactions will not adversely affect the company's independence, nor will it create dependency on related parties for its main business [5].
春晖智控(300943) - 第九届董事会第六次会议决议公告
2025-02-24 10:16
证券代码:300943 证券简称:春晖智控 公告编号:2025-008 浙江春晖智能控制股份有限公司 第九届董事会第六次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整,没有虚假 记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 浙江春晖智能控制股份有限公司(以下简称"公司")第九届董事会第六次会 议于 2025 年 2 月 24 日(星期一)在公司会议室以现场结合通讯方式召开。会议通 知已于 2025 年 2 月 19 日通过网络、电话的方式送达各位董事。本次会议由公司董 事长杨广宇先生召集并主持,应出席董事 9 人,实际出席董事 9 人,公司监事、高 级管理人员列席了会议。本次会议召开符合有关法律法规、部门规章、规范性文件 及《公司章程》的规定。 二、董事会会议审议情况 经与会董事认真审议,形成如下决议: (一)审议通过《关于使用部分闲置募集资金和自有资金进行现金管理的议 案》; 为提高资金使用效率,在确保不影响募集资金投资计划正常进行、资金安全及 正常生产经营的情况下,董事会同意公司使用不超过人民币 20,000 万元(含本数) 闲置募集资金以及公司和子公司使用不超过人民币 4 ...