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高能环境: 高能环境2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-06-23 16:20
Meeting Agenda - The second extraordinary general meeting of shareholders will be held on June 30, 2025, at 14:30, lasting half a day [1] - The meeting will include the following proposals: 1. Proposal on the progress of performance commitment compensation for the controlling subsidiary 2. Proposal to adjust the business scope and amend the Articles of Association 3. Proposal to amend company systems 4. Proposal to provide guarantees for affiliated companies [1][2] Proposal Summaries Proposal 1: Performance Commitment Compensation Progress - The controlling subsidiary, Zhejiang High Energy Times Recycling Technology Co., Ltd., plans to sell its 51% stake in Lankai High Energy Lijia Medical Technology Co., Ltd. for 35.4762 million RMB due to unmet performance targets over two consecutive years [4][5] - The performance targets for 2023 and 2024 were not achieved, with net profits of 9.2367 million RMB and 14.2802 million RMB against targets of 10 million RMB and 15 million RMB respectively [5][6] - The transaction is expected to recover cash of 37.27 million RMB, alleviating financial burdens and aligning with the company's long-term strategy [6][7] Proposal 2: Adjustment of Business Scope and Amendment of Articles of Association - The company proposes to expand its business scope to include additional activities such as geological exploration services and precious metal manufacturing [8][9] - The amendments to the Articles of Association will be comprehensive, aligning with current laws and regulations [9] Proposal 3: Revision of Company Systems - The company aims to revise its internal systems to enhance corporate governance and protect investor rights, particularly for minority shareholders [10] Proposal 4: Guarantee for Affiliated Company - The company plans to provide a guarantee of up to 1.5 million RMB for a loan application by its affiliated company, Jin Yu Environment, to support its daily operations [10][11] - Jin Yu Environment has a total asset of approximately 499.80 million RMB and a debt ratio of 67.78% as of March 31, 2025 [12]
北京高能时代环境技术股份有限公司关于修订公司制度的公告
Group 1 - The company held its 39th meeting of the 5th Board of Directors on June 11, 2025, where it approved the proposal to revise company regulations [1][18] - The revisions aim to enhance corporate governance and protect the rights of investors, especially minority shareholders [1][2] - The specific revised regulations include the rules for shareholder meetings, board meetings, independent director work, investor relations management, and related party transaction management [2][4] Group 2 - The company will hold its second extraordinary general meeting of shareholders on June 30, 2025, using both on-site and online voting methods [4][5] - The meeting will discuss several proposals, including those that require special resolutions and separate voting for minority investors [6][10] - The voting will be conducted through the Shanghai Stock Exchange's online voting system, with specific time slots for participation [7][8] Group 3 - The company approved a proposal to adjust its business scope and revise its Articles of Association during the same board meeting [21][41] - The adjustments to the business scope include new activities such as geological exploration services and various metal processing and trading activities [42][43] - The revisions to the Articles of Association will be comprehensive, and the company will not compare each item individually due to the full revision [43] Group 4 - The company announced a guarantee for its associate company, Jin Yu Environment, with a maximum amount of RMB 1.5 million, while the total guarantees provided by the company amount to RMB 128.49 billion, which is 142.04% of the company's latest audited net assets [48][49] - The company has no overdue guarantees and has provided a total of RMB 93.64 billion in guarantees to its subsidiaries [59][64] - The board of directors approved the guarantee proposal, which will also be submitted for shareholder approval [51][57]