Workflow
软件和信息技术服务业
icon
Search documents
杭汽轮B: 中信建投证券股份有限公司关于杭州海联讯科技股份有限公司换股吸收合并杭州汽轮动力集团股份有限公司暨关联交易之独立财务顾问报告
Zheng Quan Zhi Xing· 2025-06-23 16:31
Core Viewpoint - The transaction involves a share swap merger between Hangzhou Hailianxun Technology Co., Ltd. and Hangzhou Turbine Power Group Co., Ltd., aimed at enhancing asset quality and operational efficiency, in line with national policies for state-owned enterprise reform [9][10]. Group 1: Transaction Overview - The merger will be executed through a share swap, where Hailianxun will issue A-shares to acquire all shares of Hangzhou Turbine, leading to the latter's delisting and dissolution [10][12]. - The exchange ratio is set at 1:1, meaning each share of Hangzhou Turbine will be exchanged for one share of Hailianxun [18][20]. - The final swap price for Hangzhou Turbine shares is determined at 9.56 RMB per share, reflecting a 34.46% premium over the average trading price [11][18]. Group 2: Financial Advisor's Role - CITIC Construction Investment Securities Co., Ltd. serves as the independent financial advisor for the transaction, ensuring compliance with relevant laws and regulations [1][2]. - The advisor has conducted due diligence and confirmed that the transaction documents are accurate and complete [2][4]. Group 3: Shareholder Rights and Protections - Hailianxun will provide dissenting shareholders with a buyout option, allowing them to sell their shares at a predetermined price if they oppose the merger [22][25]. - The buyout price for dissenting shareholders is set at 9.56 RMB per share, based on the average trading price prior to the suspension of Hailianxun's shares [22][23]. Group 4: Future Implications - The merger is expected to improve the operational efficiency and asset quality of the combined entity, enhancing its investment value and profitability [9][10]. - Following the merger, Hailianxun will inherit all assets, liabilities, and operational responsibilities of Hangzhou Turbine [10][17].
*ST广道: 关于公司股票可能被实施重大违法强制退市的第二次风险提示公告
Zheng Quan Zhi Xing· 2025-06-23 14:43
Group 1 - The company faces a significant risk of being forcibly delisted due to major legal violations, as indicated by the investigation initiated by the China Securities Regulatory Commission (CSRC) on December 4, 2024 [1][2] - On June 13, 2025, the company received a notice from the CSRC, which stated that it may have committed major violations as per the Beijing Stock Exchange listing rules, potentially leading to forced delisting [2] - The company has not yet received a formal penalty decision regarding the investigation and is committed to cooperating fully with the CSRC while adhering to disclosure obligations [2] Group 2 - The company announced the possibility of being forcibly delisted for the first time on June 13, 2025, following the receipt of the CSRC notice [2] - If the company receives a formal penalty decision that triggers major violation circumstances, it must apply for a trading suspension and disclose relevant information promptly [2] - The Beijing Stock Exchange will make a decision on whether to terminate the company's stock listing in accordance with laws and regulations [2]
每日互动: 信息披露制度
Zheng Quan Zhi Xing· 2025-06-23 14:29
Core Points - The document outlines the information disclosure system of Daily Interaction Co., Ltd, ensuring compliance with relevant laws and regulations to protect the rights of shareholders and the public [2][3][4] - The company is required to disclose information in a timely, accurate, and complete manner, avoiding any misleading statements or omissions [3][4][5] - The responsibilities of the board of directors and senior management include ensuring the authenticity and completeness of disclosed information [4][6] Information Disclosure Obligations - Information disclosure must be made simultaneously to all investors, and any selective disclosure is prohibited [3][4] - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [6][11] - Major events that could significantly impact the company's stock price must be disclosed immediately [21][22] Reporting Requirements - Annual reports must include key financial data, shareholder information, and significant events affecting the company [13][14] - The company must provide performance forecasts if certain financial conditions are met, such as a net profit loss or significant changes in profit [18][19] - Any non-standard audit reports must be explained in the context of the financial disclosures [20][22] Management of Information Disclosure - The board of directors is responsible for overseeing the preparation and submission of disclosure documents [30][31] - The company must maintain a dedicated office for managing information disclosure, ensuring that all relevant information is reported accurately [6][30] - The board secretary plays a crucial role in coordinating disclosure activities and ensuring compliance with regulations [16][30] Legal Responsibilities and Penalties - The company and its executives are held accountable for the accuracy and completeness of disclosed information, with penalties for violations [45][46] - The document outlines potential regulatory actions by the China Securities Regulatory Commission for non-compliance, including fines and other sanctions [20][21] - There are provisions for handling insider information and ensuring that it is not disclosed improperly [3][4][5]
每日互动: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-06-23 14:28
Core Points - The document outlines the independent director working system of Daily Interactive Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' interests [1][2] - Independent directors must not have any direct or indirect relationships that could affect their independent judgment [1][2] - The system is designed to comply with relevant laws and regulations, ensuring the company's sustainable and standardized development [2][4] Section Summaries General Provisions - The independent directors are responsible for maintaining the overall interests of the company and protecting the legal rights of minority shareholders [2][4] - The proportion of independent directors in the board must not be less than one-third, including at least one accounting professional [2][4] Qualifications and Appointment - Independent directors must possess independence and cannot hold certain positions or relationships that may compromise their impartiality [6][7] - The nomination of independent directors can be proposed by shareholders holding more than 1% of the company's shares [5][6] Responsibilities and Duties - Independent directors are required to participate in board decisions, supervise potential conflicts of interest, and provide professional advice [17][18] - They have special rights to hire external consultants, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [18][19] Performance Assurance - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [32][33] - Independent directors are entitled to equal access to information and must be informed of the company's operational status regularly [33][34] Compensation and Insurance - The company is responsible for covering expenses incurred by independent directors when hiring professional institutions [37][38] - Independent directors may receive appropriate allowances, which must be approved by the board and disclosed in the annual report [38][39]
每日互动: 国浩律师(杭州)事务所关于每日互动股份有限公司2023年限制性股票激励计划授予价格调整、部分限制性股票作废及首次授予部分第一个归属期符合归属条件之法律意见书
Zheng Quan Zhi Xing· 2025-06-23 14:28
Core Viewpoint - The legal opinion letter from Grandall Law Firm (Hangzhou) confirms that the adjustments to the stock incentive plan of Daily Interaction Co., Ltd. are compliant with relevant laws and regulations, including the adjustment of stock grant prices, the cancellation of certain restricted stocks, and the fulfillment of vesting conditions for the first vesting period [2][6][14]. Group 1: Legal Compliance and Approval - The law firm conducted a thorough verification of the relevant documents and facts, ensuring that the legal opinions provided are accurate and complete [3][4]. - Daily Interaction has guaranteed the authenticity and completeness of the materials provided to the law firm for the issuance of the legal opinion [4][5]. - The necessary approvals and authorizations for the adjustments, cancellations, and vesting matters have been obtained, in accordance with the relevant regulations and the incentive plan [6][14]. Group 2: Stock Grant Price Adjustment - The adjustment of the stock grant price was necessitated by the distribution of cash dividends to shareholders, with the adjusted grant price calculated as follows: P = P0 - V, where P0 is the original grant price and V is the cash dividend per share [6][7]. - The adjusted grant price after the dividend distribution is 19.97 CNY per share, down from the original price of 20.02 CNY [7]. Group 3: Cancellation of Restricted Stocks - A total of 1.07 million shares of restricted stock were canceled due to 44 individuals no longer qualifying as incentive recipients due to personal reasons [8][14]. - The cancellation of these shares is in compliance with the relevant regulations and the incentive plan [8][14]. Group 4: Vesting Conditions - The first vesting period for the restricted stocks is defined as the period from April 25, 2023, to April 24, 2026 [8][11]. - The conditions for vesting have been met, including the absence of negative audit opinions and compliance with performance targets [10][11]. - The performance assessment for the first vesting period requires a net profit growth rate of no less than 35% compared to the previous year [11][12].
每日互动: 董事会薪酬与考核委员会议事规则
Zheng Quan Zhi Xing· 2025-06-23 14:28
每日互动股份有限公司 二〇二五年六月 每日互动股份有限公司董事会薪酬与考核委员会议 事规则 目 录 每日互动股份有限公司董事会薪酬与考核委员会议事规则 第一章 总则 第一条 为进一步建立、健全在公司任职并领薪的董事(不含独立董事,下 同)及高级管理人员的考核和薪酬管理制度,完善公司治理结构,根据《中华人 民共和国公司法》《上市公司治理准则》《上市公司独立董事管理办法》《深圳证 券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》《每日互 动股份有限公司章程》 (以下简称"《公司章程》")及其他有关规定,在董事会下 设薪酬与考核委员会,并制定议事规则。 第二条 董事会薪酬与考核委员会是董事会按照股东会决议设立的专门工作 机构,主要负责制定公司董事及高级管理人员的考核标准并进行考核;负责制定、 审查公司董事及高级管理人员的薪酬政策与方案等,向董事会报告工作并对董事 会负责。 第三条 本议事规则所称的高级管理人员是指由公司董事会任命的总经理、 副总经理、财务负责人、董事会秘书及《公司章程》规定的其他高级管理人员。 第二章 人员组成 第四条 薪酬与考核委员会成员由三名董事组成,其中独立董事两名。 第五条 ...
每日互动: 董事会薪酬与考核委员会关于2023年限制性股票激励计划首次授予部分第一个归属期归属名单的核查意见
Zheng Quan Zhi Xing· 2025-06-23 14:19
每日互动股份有限公司董事会薪酬与考核委员会 关于 2023 年限制性股票激励计划 首次授予部分第一个归属期归属名单的核查意见 每日互动股份有限公司(以下简称"公司")董事会薪酬与考核委 员会依据《中华人民共和国公司法》 (以下简称"《公司法》") 《中华 (以下简称"《管理办法》")和《每日互动股份有限公司章程》 理办法》 (以下简称"《公司章程》")等有关规定,对公司 2023 年限制性股 票激励计划(以下简称"本次激励计划")首次授予部分第一个归属期 归属名单进行审核,发表核查意见如下: 除44名首次授予激励对象因离职丧失激励对象资格,不符合归属 条件外,公司2023年限制性股票激励计划首次授予部分第一个归属期 《证券法》等法律、法规和规范性文件 人民共和国证券法》 (以下简称"《证券法》") 《上市公司股权激励管 以及《公司章程》规定的任职资格,符合《管理办法》等法律、法规 和规范性文件规定的激励对象条件,符合2023年限制性股票激励计划 规定的激励对象范围,其作为公司2023年限制性股票激励计划激励对 象的主体资格合法、有效,首次授予激励对象获授限制性股票的第一 个归属期归属条件已成就。 综上,董事会 ...
6月24日上市公司重要公告集锦
Group 1: Corporate Announcements - Huasheng Co. plans to acquire 100% of Yixin Technology's shares and will resume trading on June 24, 2025 [1] - Guotou Zhonglu is planning a major asset restructuring and will suspend trading starting June 24, 2025, for up to 10 trading days [1] - Baotailong intends to transfer 55% of its subsidiary Jixi Investment Company for a total transaction price of 300 million yuan [1] Group 2: Investment Projects - Guiguan Electric plans to invest approximately 395 million yuan in the Matian photovoltaic project with a capacity of 100MW [2] - Guangzhou Port's subsidiary intends to invest 14.5 billion yuan in the fifth phase of the Nansha Port project, with a capital increase of 2.809 billion yuan [3] Group 3: Stock Buybacks and Changes - Cambrian has raised its share repurchase price limit to 818.87 yuan per share due to stock price increases [4] - Inspur Information plans to repurchase shares worth 200 million to 300 million yuan at a price not exceeding 75.59 yuan per share [6] Group 4: Mergers and Acquisitions - Hailianxun is planning a share swap to absorb and merge with Hangqilun, with the application accepted by the Shenzhen Stock Exchange [5] - Tianyima intends to acquire 100% of Xingyun Kaiwu's shares, with the specific transaction price yet to be determined [11] Group 5: Listings and Stock Changes - Yaoshi Technology's associate company Yaojie Ankang has been listed on the Hong Kong Stock Exchange, issuing 15.281 million shares at a price of 13.15 HKD per share [9] - Sanhua Intelligent Control's 414 million H-shares were listed on the Hong Kong Stock Exchange on June 23 [10] - Changan Automobile's controlling shareholder has changed its name to "Chen Zhi Automobile Technology Group Co., Ltd." [8]
广立微(301095)6月23日主力资金净流入2623.86万元
Sou Hu Cai Jing· 2025-06-23 08:04
Group 1 - The core viewpoint of the news is that Guangli Micro (301095) has shown significant financial growth in its latest quarterly report, with a notable increase in revenue and net profit [1] - As of June 23, 2025, Guangli Micro's stock closed at 53.05 yuan, reflecting a 4.31% increase, with a trading volume of 68,500 lots and a transaction amount of 361 million yuan [1] - The company reported total operating revenue of 66.48 million yuan for Q1 2025, representing a year-on-year growth of 51.43%, and a net profit attributable to shareholders of 13.71 million yuan, up 40.11% year-on-year [1] Group 2 - Guangli Micro has a strong liquidity position, with a current ratio of 17.98 and a quick ratio of 16.08, indicating robust financial health [1] - The company has a low debt-to-asset ratio of 5.80%, suggesting minimal reliance on debt financing [1] - Guangli Micro has made investments in 16 companies and participated in 43 bidding projects, showcasing its active engagement in the market [2]
智微智能申请基于飞腾CPU实现Power Loss控制功能的方法及系统专利,解决当前应用飞腾CPU的计算机不支持Power Loss控制功能的行业难题
Jin Rong Jie· 2025-06-21 03:26
专利摘要显示,本发明涉及基于飞腾CPU实现Power Loss控制功能的方法及系统,包括:在BIOS中添加 代码实现BIOS和MCU的通讯,用户在BIOS中设置的Power Loss策略如Power Off,Power On,Last State 参数,以及正常关机的情况下BIOS发送给MCU的指令可以通过I2C总线传输给MCU;开发MCU固件程 序,使得MCU可以和BIOS进行通讯,能够存储BIOS发过来的相关指令,能够判断AC交流电源的接入 和移除,能够在接入AC交流电源后根据用户设置的Power Loss策略控制计算机是否自动上电开机;使 得MCU和BIOS的相互配合实现飞腾计算机Power Loss的控制功能,解决了当前应用飞腾CPU的计算机 不支持Power Loss控制功能的行业难题。 天眼查资料显示,深圳市智微智能科技股份有限公司,成立于2011年,位于深圳市,是一家以从事软件 和信息技术服务业为主的企业。企业注册资本25033.6859万人民币。通过天眼查大数据分析,深圳市智 微智能科技股份有限公司共对外投资了12家企业,参与招投标项目41次,财产线索方面有商标信息41 条,专利信息1011条 ...