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金陵体育: 股东会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:11
General Principles - The rules are established to standardize the behavior of Jiangsu Jinling Sports Equipment Co., Ltd. and ensure shareholders can exercise their rights according to the law [2] - The company must strictly follow laws, regulations, and its articles of association when convening shareholder meetings [2][3] Powers of the Shareholders' Meeting - The shareholders' meeting is the company's authority body and must exercise its powers within the scope defined by the Company Law and the company's articles of association [3] - Certain transactions must be submitted for shareholders' approval if they meet specific criteria, such as electing directors, approving profit distribution plans, and significant asset transactions [3][4] Transaction Approval Criteria - Transactions involving assets exceeding 30% of the company's latest audited total assets must be submitted for approval [4] - Related party transactions exceeding 30 million RMB and 5% of the company's latest audited net assets must also be submitted for approval [4] Shareholders' Meeting Convening - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [8] - Temporary meetings can be convened under specific circumstances, such as when the number of directors is insufficient or when requested by shareholders holding more than 10% of shares [8][9] Proposals and Notifications - Proposals for the shareholders' meeting must fall within the powers of the meeting and be submitted in writing at least 10 days before the meeting [15][16] - Notifications for the annual meeting must be sent 20 days in advance, while notifications for temporary meetings must be sent 15 days in advance [18] Voting and Resolutions - Each share has one vote, and the voting must be conducted in a fair manner without manipulation [20] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval from the attending shareholders [50][52] Meeting Records - The company must keep detailed records of the meeting, including attendance, proposals, and voting results, for at least 10 years [26]
金陵体育: 投资者关系管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Points - The company aims to enhance its governance structure and investor relations to foster long-term, stable relationships with investors, thereby maximizing company value and shareholder interests [2][3] - The investor relations management is defined as a continuous management activity that strengthens communication between the company and its investors [3][4] - The company emphasizes the principles of fairness, justice, and openness in its investor relations management, ensuring equal treatment of all investors [4][5] Group 1: Objectives and Principles - The primary objective of investor relations management is to deepen investors' understanding and recognition of the company [5] - The basic principles include compliance, equality, proactivity, and honesty in investor relations activities [10][11] Group 2: Communication Channels and Methods - The company is required to utilize multiple channels and platforms for investor relations, including its official website, new media platforms, and various communication methods such as meetings and roadshows [4][8] - Communication content must adhere to compliance principles, ensuring that all disclosed information is accurate and not misleading [10][11] Group 3: Responsibilities and Management - The board secretary is responsible for organizing and coordinating investor relations management activities, ensuring effective communication with investors [31][32] - The company must maintain a record of investor relations activities, including details of participants and discussion content, to ensure transparency [27][39] Group 4: Investor Engagement - The company is encouraged to actively engage with small and medium investors, providing opportunities for their participation in various activities [7][8] - Investor meetings should be announced in advance, and the company must ensure that all investors have equal access to information [6][8]
金陵体育: 信息披露暂缓与豁免管理办法(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Points - The document outlines the "Information Disclosure Postponement and Exemption Management Measures" for Jiangsu Jinling Sports Equipment Co., Ltd, aiming to regulate information disclosure practices and protect the rights of stakeholders [1][2] - The company can postpone or exempt disclosure of information that is uncertain, considered a trade secret, or could harm the company or investors if disclosed [2][3] - The measures apply to all departments, branches, and subsidiaries of the company [1] Section Summaries General Provisions - The purpose of the measures is to standardize information disclosure and enhance management [1] - The company must prudently judge whether to postpone or exempt disclosure based on specific criteria [1][2] Applicable Situations and Conditions - Information that is classified as a state secret or could violate laws if disclosed may be exempted from disclosure [2] - The definition of trade secrets and state secrets is provided, emphasizing the need for confidentiality [2] - Conditions for postponement or exemption include the absence of abnormal stock trading fluctuations [2] Application and Approval - The company must carefully determine if information qualifies for postponement or exemption and take measures to prevent leaks [3] - An internal approval process is established for handling such disclosures [3][4] Responsibilities and Measures - Departments must promptly inform the securities affairs management department of any relevant information [4] - The securities affairs management personnel will review the need for postponement or exemption before submission to the board secretary [4][5] - Effective measures must be taken to prevent leaks and ensure confidentiality among those privy to the information [5] Additional Provisions - The document states that if the reasons for postponement or exemption are resolved, the company must disclose the information promptly [5] - The company retains the right to take action against personnel who violate these measures and cause significant harm [5] - The measures will be effective upon approval by the board of directors and will be revised as necessary [6]
金陵体育: 董事会审计委员会工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Viewpoint - The establishment of the Audit Committee aims to enhance the decision-making function of the board of directors, improve the audit evaluation and supervision mechanism, and ensure effective oversight of senior management by the board [1]. Group 1: General Provisions - The Audit Committee is a specialized working body under the board of directors, responsible for reviewing financial information, supervising internal and external audits, and assisting the board in related tasks [1][2]. - The Audit Committee operates independently and is not subject to interference from other departments within the company [1]. Group 2: Composition of the Committee - The Audit Committee consists of three members appointed by the board, with a majority being independent directors who also serve as the convener [2]. - The term of the Audit Committee members aligns with that of the board, and any vacancy must be filled within 60 days [2]. Group 3: Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising external audit work, reviewing financial reports, and guiding the internal audit department [4][5]. - The committee is authorized to propose the hiring or replacement of external auditors and must ensure that its recommendations are free from undue influence [5][6]. Group 4: Decision-Making Procedures - The Audit Committee must hold at least one regular meeting each quarter and can convene temporary meetings as necessary [20][21]. - Decisions made by the committee require the approval of more than half of its members [27]. Group 5: Meeting Protocols - Meeting notifications must be sent out in advance, detailing the time, location, and agenda [20][22]. - The committee's meetings can be attended by internal audit members and other invited personnel, but only committee members have voting rights [30][31]. Group 6: Conflict of Interest - Members with a direct or indirect interest in the matters discussed must disclose their relationship and abstain from voting [35][36]. - The committee must ensure that the presence of interested members does not affect the quorum required for decision-making [37]. Group 7: Miscellaneous Provisions - Any matters not covered by these rules will be governed by relevant laws and regulations, and the rules will take effect upon approval by the board [39][40].
金陵体育: 控股子公司管理制度
Zheng Quan Zhi Xing· 2025-08-08 16:11
General Principles - The company aims to strengthen management control over subsidiaries, standardize internal operations, and protect investor interests [1] - Subsidiaries are defined as companies where the company holds more than 50% of the shares or has actual control over them [1] - The goal of enhancing subsidiary management is to establish effective control mechanisms and improve operational efficiency and risk resistance [1] Management of Directors, Supervisors, and Senior Management - The company exercises shareholder rights through the subsidiary's shareholders' meeting to elect directors and supervisors [2] - Senior management personnel in subsidiaries are nominated according to company regulations [2] - Directors and senior management must adhere to legal obligations and cannot exploit their positions for personal gain [2][3] Operational and Investment Decision Management - Subsidiaries must align their operational plans with the company's overall strategy [3] - The company sets annual economic targets for subsidiaries based on their business characteristics [3][4] - Investment decisions must follow a structured process, including feasibility studies and evaluations [3][4] Financial Management - Subsidiaries are required to implement national financial policies and ensure the legality and accuracy of accounting records [8] - Financial managers are appointed by the company's finance department [8] - Subsidiaries must adhere to the company's financial accounting system and submit timely financial reports [9] Internal Audit Supervision - The company conducts regular audits of subsidiaries to ensure compliance and efficiency [9] - Audits cover various aspects, including economic efficiency and major contracts [9] Information Disclosure Management - The chairman of the subsidiary is responsible for information disclosure, with the general manager designated for specific tasks [10] - Subsidiaries must comply with the company's information disclosure management system [10] Applicability and Effectiveness - The established system applies to all controlled subsidiaries of the company [11] - The system is effective upon approval by the company's board of directors [11]
金陵体育: 关联交易制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:11
Core Viewpoint - The document outlines the regulations and principles governing related party transactions for Jiangsu Jinling Sports Equipment Co., Ltd, aiming to protect the rights of shareholders and creditors while ensuring compliance with relevant laws and regulations [2][12]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions refer to the transfer of resources or obligations between the company or its subsidiaries and related parties, including asset purchases or sales, external investments, financial assistance, guarantees, leasing, and more [2][3]. - Related parties include both legal entities and natural persons that have a special relationship with the company, potentially leading to biased interests [4]. Group 2: Basic Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, transparency, and should not harm the interests of the company or other shareholders [3][6]. - The pricing of related party transactions should generally align with market standards, and any transactions involving guarantees must be approved by the shareholders' meeting [3][6]. Group 3: Decision-Making Procedures for Related Party Transactions - Proposals for related party transactions must be detailed, including specifics on pricing and impacts on the company and shareholders [5][6]. - Certain transactions can be exempt from shareholder approval, such as those involving public bidding or transactions where the company gains unilateral benefits [6][7]. Group 4: Documentation and Approval Requirements - Written agreements must be established for related party transactions, clearly defining the rights and obligations of both parties [6][9]. - Transactions exceeding 30 million yuan or 5% of the latest audited net assets require independent evaluation and shareholder approval [9][10]. Group 5: Responsibilities and Oversight - The board of directors must ensure that related party transactions are not executed without proper approval and must take protective measures against potential losses from related party actions [9][10]. - Independent directors must provide opinions on related transactions before they are submitted for board review [7][9].
金陵体育股价下跌4.42% 体育产业概念热度上行
Jin Rong Jie· 2025-07-31 19:14
Group 1 - The stock price of Jinling Sports closed at 26.58 yuan on July 31, down 1.23 yuan, a decrease of 4.42% from the previous trading day [1] - Jinling Sports operates in the home light industry sector, focusing on the research, production, and sales of sports equipment, including athletics, ball sports, and fitness equipment [1] - The company’s products are primarily used in schools and sports venues [1] Group 2 - On July 31, Jinling Sports experienced a rapid rebound during trading, with a price increase of over 2% within 5 minutes [1] - The market was influenced by the recent issuance of the "2025 Hunan Province Football League Competition Regulations" by the Hunan Provincial Sports Bureau and the upcoming 12th World Games in Chengdu in August, which drew attention to sports-related stocks [1] - On the same day, the net outflow of main funds for Jinling Sports was 39.0952 million yuan, accounting for 1.68% of its circulating market value [1]
从产品到赛事,德州体育产业“链”动全球
Qi Lu Wan Bao Wang· 2025-07-25 07:18
Group 1: Company Performance and Growth - Shandong Century Star Sports Equipment Co., Ltd. expects foreign trade sales to exceed 40 million yuan by 2025, with annual growth of 50% [1] - The company has an annual sales revenue exceeding 200 million yuan, with outdoor fitness equipment and plastic tracks generating around 80 million yuan annually [1] - Shandong Maibaohe Fitness Equipment Co., Ltd. reports that 70% of its sales are international, reaching over 160 countries [5] Group 2: Industry Development and Internationalization - Dezhou is accelerating the construction of an internationally influential sports industry ecosystem, supported by a complete industrial chain from competitive sports equipment to smart sports solutions [3] - The sports equipment industry in Dezhou is optimizing its spatial layout, forming three major industrial matrices centered around Leiling, Ningjin, and Qingyun [3] - Taishan Sports Industry Group has successfully expanded its brand influence and market share through participation in international sports events, serving as a strategic partner for major global sports organizations [8] Group 3: International Market Expansion - Dahuzi Sports Equipment Co., Ltd. has established a significant presence in the global market, participating in various international exhibitions and selling products in over 90 countries [7] - Taishan Rui Leopard Composite Materials Co., Ltd. focuses on technological innovation and has developed customized products that meet international competition standards, supporting Chinese athletes on the global stage [10] - Dezhou is building a comprehensive international ecosystem that includes research, production, marketing, and event operations, enhancing its position in the global sports industry [13]
金陵体育:贵州村超主赛场的足球门是公司提供的
news flash· 2025-07-21 07:30
Group 1 - The core point of the article is that Jinling Sports (300651) confirmed on July 21 that it provided the football goals for the main venue of Guizhou Village Super League [1] Group 2 - Jinling Sports is involved in the sports equipment sector, specifically in providing infrastructure for football events [1] - The company's engagement in the Guizhou Village Super League highlights its role in promoting local sports initiatives [1] - This involvement may enhance the company's visibility and reputation within the sports industry [1]
金陵体育: 关于控股股东、实际控制人及其一致行动人因可转债转股持股比例被动稀释触及1%及5%的整倍数公告
Zheng Quan Zhi Xing· 2025-07-15 10:25
Core Viewpoint - The announcement details the passive dilution of the shareholding ratio of the controlling shareholder and actual controller of Jiangsu Jinling Sports Equipment Co., Ltd. due to the conversion of convertible bonds, resulting in a decrease from 55.90% to 53.15% without any change in the number of shares held [1][2]. Group 1: Shareholding Changes - The total shareholding ratio of the controlling shareholders and their concerted actors decreased by 2.75% due to the conversion of convertible bonds, with individual reductions as follows: Li Jiangang (0.95%), Li Chunrong (0.91%), Li Jianfeng (0.78%), and Shi Meihua (0.13%) [1][2]. - The total number of shares increased from 133,359,676 to 140,257,895 due to the conversion of 6,898,219 shares from the convertible bonds [2][3]. Group 2: Shareholding Structure - Before the change, the shareholding structure was as follows: Li Chunrong held 24,411,700 shares (18.31%), Li Jianfeng held 21,101,066 shares (15.82%), Shi Meihua held 3,371,950 shares (2.53%), and Li Jiangang held 25,665,880 shares (19.25%) [2]. - After the change, the shareholding structure adjusted to: Li Chunrong (17.40%), Li Jianfeng (15.04%), Shi Meihua (2.40%), and Li Jiangang (18.30%) [2]. Group 3: Regulatory Approval - The issuance of the convertible bonds was approved by the China Securities Regulatory Commission, allowing the company to issue 250 million yuan worth of convertible bonds, which began trading on February 18, 2021 [2]. - The conversion period for the bonds was from July 26, 2021, to July 14, 2025 [2]. Group 4: Governance Impact - The changes in shareholding ratios do not affect the stability of the company's control or its governance structure, ensuring continued operational stability [3].