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广东建科: 广东广和律师事务所关于参与战略配售投资者核查事项的法律意见书
Zheng Quan Zhi Xing· 2025-07-30 16:45
Core Viewpoint - The legal opinion letter confirms the eligibility of strategic investors participating in the initial public offering (IPO) of Guangdong Provincial Architectural Science Research Institute Group Co., Ltd. on the ChiNext board, highlighting the strategic partnerships and qualifications of the involved investors [2][3][4]. Group 1: Strategic Investors - The strategic investors include招商证券投资有限公司 (招商投资), 科学城(广州)投资集团有限公司 (科学城集团), 广州越秀产业投资有限公司 (越秀产业投资), 广东省旅游控股集团有限公司 (旅控集团), and 南方工业资产管理有限责任公司 (南方资产) [2][4][5]. - 招商投资 is a wholly-owned subsidiary of 招商证券, established as an alternative investment subsidiary, and is qualified to participate in the strategic placement [5][6]. - 科学城集团, a large enterprise with a registered capital of approximately 52.31 billion RMB, reported total assets exceeding 150 billion RMB and a net profit of -3.23 billion RMB for 2024 [10][11]. - 越秀产业投资, a subsidiary of 越秀资本, is involved in various financial services and has a significant operational scale, with 2023 revenue of 147.93 billion RMB [17][18]. - 旅控集团, a state-owned enterprise with total assets of 14.1 billion RMB and a net profit of 238 million RMB in 2024, is recognized as a major player in the tourism industry [24][25]. - 南方资产, a subsidiary of 中国兵装集团, focuses on strategic investments and has total assets of 17.843 billion RMB, with a net profit of 882 million RMB in 2024 [31]. Group 2: Investor Qualifications - The selection criteria for strategic investors include having a strategic partnership or long-term cooperation vision with the issuer [4][10]. - Each strategic investor has been verified to ensure compliance with relevant regulations and does not fall under the category of private investment funds requiring registration [4][6][24]. - The strategic investors have committed to using their own funds for the subscription and have sufficient liquidity to cover the investment amounts [6][12][29]. Group 3: Strategic Cooperation Agreements - The strategic cooperation agreements between the issuer and the investors outline collaborative efforts in various sectors, including construction engineering testing, urban development, and environmental management [11][25][27]. - Specific projects include joint research and development in green building technologies, urban infrastructure, and financial services to support the issuer's growth [20][28]. - The agreements emphasize mutual benefits and resource optimization to enhance competitiveness and drive growth in the respective industries [26][28].
广东建科: 首次公开发行股票并在创业板上市网上路演公告
Zheng Quan Zhi Xing· 2025-07-29 16:43
Group 1 - The company, Guangdong Provincial Institute of Building Science Group Co., Ltd., has received approval for its initial public offering (IPO) and listing on the ChiNext board [1][2] - The total number of shares to be publicly issued is 10,466,000, representing approximately 25% of the company's total shares post-issuance [2] - The initial strategic placement will consist of 31,398,000 shares, accounting for 30% of the total issuance, with the underwriter's related subsidiaries participating with 5% of the issuance [2] Group 2 - The offering will be conducted through a combination of strategic placement, offline inquiry-based placement, and online pricing issuance for public investors [1][2] - The final distribution of shares between offline and online offerings will be determined based on the allocation mechanism, with the results published on August 5, 2025 [2] - The company and its underwriter will hold an online roadshow to provide investors with information regarding the company and the IPO process [3]
保荐人(主承销商):招商证券股份有限公司
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-07-23 23:20
Group 1 - Investors must confirm their asset scale before entering the initial inquiry stage for new stock subscriptions, ensuring that their proposed subscription amount does not exceed their asset scale [1][2] - Investors are responsible for the accuracy of the information provided for each allocation object, ensuring compliance with industry regulations [2][3] - Invalid declarations by offline investors include failure to register by the specified deadline, discrepancies in registration information, and exceeding the maximum subscription quantity [3][4][5] Group 2 - The issuance price will be determined after the inquiry period, with the issuer and underwriter verifying the qualifications of the investors [7][8] - The final issuance price and the number of shares will be disclosed in the issuance announcement, along with details of the effective subscription amounts from investors [8][9] - A mechanism for adjusting the allocation between offline and online subscriptions will be implemented based on the overall subscription situation [15][17] Group 3 - The offline subscription period is set for August 1, 2025, and investors must enter their subscription records on the designated electronic platform [12][13] - Online investors must have a minimum market value of 10,000 yuan in non-restricted A-shares to participate in the subscription [13][14] - The subscription process includes specific requirements for payment and the handling of any defaults or insufficient payments [25][28][30] Group 4 - The allocation of shares will be conducted based on a proportional distribution method, with different categories of investors receiving different allocation ratios [19][20] - A lock-up period of six months will apply to 10% of the shares allocated to offline investors, while 90% will be freely tradable [24] - The handling of any unallocated shares due to insufficient subscriptions will be managed by the underwriter [31][32]
广东建科: 股东大会、董事会、监事会、独立董事、董事会秘书制度的建立健全及运行情况说明
Zheng Quan Zhi Xing· 2025-07-23 19:13
Corporate Governance Structure - The company has established a governance structure that complies with relevant laws and regulations, ensuring effective coordination and checks among the shareholders' meeting, board of directors, supervisory board, and senior management [1][2] - The shareholders' meeting has held a total of 25 sessions since the company's establishment, with decisions made in compliance with the company's articles of association and relevant regulations [1] - The board of directors has convened 71 meetings, with all procedures and resolutions adhering to legal and regulatory requirements [2] - The supervisory board has conducted 25 meetings, maintaining compliance with the company's articles of association and relevant laws [2] Independent Directors - The company has implemented an independent director system, with one-third of the board members being independent directors, including a professional accountant [3] - The current independent directors include Han Xiaolei, Chen Jinqi, and You Dewai, with the independent directors fulfilling their roles diligently and contributing to the company's governance [3] Board Secretary System - The company has appointed a board secretary responsible for preparing meetings, managing documents, and handling information disclosure, in accordance with the company's articles of association [4] - The board secretary has been performing duties effectively since the appointment, adhering to the established work system [4]
建科院: 股东会议事规则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-09 12:25
General Principles - The rules are established to protect the legal rights of Shenzhen Architectural Science Research Institute Co., Ltd. and its shareholders, ensuring the proper functioning of the shareholders' meeting in accordance with relevant laws and regulations [2][3] - The rules apply to all shareholders, their authorized agents, and company officials, ensuring compliance with the Company Law and other relevant regulations [2][3] Shareholders' Rights - All legally holding shareholders have the right to attend or authorize representatives to attend the shareholders' meeting, enjoying rights such as the right to know, speak, inquire, and vote [3][4] - The company must ensure that shareholders can exercise their rights without illegal interference from any entity or individual [3][4] Meeting Procedures - The shareholders' meeting is the company's decision-making body, responsible for electing directors, approving financial reports, and making decisions on significant corporate actions such as capital changes and mergers [4][5][6] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, and temporary meetings can be called under specific circumstances [11][13] Proposals and Notifications - Proposals for the shareholders' meeting must fall within the scope of the meeting's authority and be clearly defined [21][22] - The company must notify shareholders of the meeting details at least 20 days in advance for annual meetings and 15 days for temporary meetings [25][26] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority of the voting rights present [47][48] - Shareholders must vote based on their shareholding, with each share carrying one vote, and the company’s own shares not having voting rights [50][51] Legal Compliance - The rules emphasize compliance with the Company Law and other relevant regulations, ensuring that any resolutions passed do not violate legal provisions [66][67] - Shareholders have the right to request the court to declare any resolutions invalid if they violate laws or regulations [66][67]
建科院: 第四届监事会第六次临时会议决议公告
Zheng Quan Zhi Xing· 2025-06-09 12:13
Group 1 - The company held its sixth temporary meeting of the fourth Supervisory Board on June 9, 2025, with all five supervisors present, complying with relevant laws and regulations [1][2] - The Supervisory Board approved the 2025 comprehensive budget proposal, which will be submitted to the 2024 annual shareholders' meeting for review [1] - The Supervisory Board also agreed to amend the company's articles of association and handle business registration changes, pending approval at the 2024 annual shareholders' meeting [1]
建科院: 2025年度全面预算案
Zheng Quan Zhi Xing· 2025-06-09 12:13
证券代码:300675 证券简称:建科院 公告编号:2025-022 深圳市建筑科学研究院股份有限公司 公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚假 记载、误导性陈述或重大遗漏。 经深圳市建筑科学研究院股份有限公司(以下简称公司)第四届董事会第八 次临时会议审议,同意《公司 2025 年度全面预算案》并提请公司股东大会审议。 保障预算完成的主要措施 编制原则、基本假设与编制范围 编制原则 在"十四五"的收官之年,2025 年全面预算案继续以《公司三年发展战略规 划(2023—2025)》为纲要,锚定"绿色城市科技产业集团"战略目标,以可持 续发展为导向,强化科研创新对业务的引领,驱动"新动能"业务增长,提升数 字化水平赋能生产经营和资产管理,发挥生态型组织敏捷适变的优势,强化行业 品牌影响力,向复合增长模式推进,为"十五五"时期公司高质量发展夯实基础。 基本假设 发展相继出台倡导绿色转型发展、协同推进降碳减污扩绿增长、建设安全韧性城 市等政策,为公司发展提供结构性机遇和市场空间; 编制范围 股子公司。纳入预算的企业户数共 17 户(应纳入企业已全覆盖),户数同比上年 无变动,2024 年度 ...
IPO周报:新增受理3单上市申请,天星医疗终止审核
Di Yi Cai Jing· 2025-06-08 10:17
Core Points - The article discusses the recent developments in IPO applications on the Shanghai and Shenzhen stock exchanges, highlighting the acceptance of new applications, approvals, and registrations [1][2][3]. Group 1: IPO Applications - During the week of June 3 to June 8, three new IPO applications were accepted, with one company approved, two submitted for registration, one registered, and one terminated [1]. - The accepted IPO applications include two from the Shanghai Stock Exchange: Chongqing Zhixin Industrial Co., Ltd. and Yisiwei (Hangzhou) Technology Co., Ltd., and one from the Beijing Stock Exchange: Guangxi Senhe High-tech Co., Ltd. [1][3]. - Jiangyin Huaxin Precision Technology Co., Ltd. was approved for its IPO after more than two years of review [1]. Group 2: Company Specifics - Yisiwei focuses on the research, production, and sales of machine vision equipment for the automotive industry, with a significant portion of its revenue tied to accounts receivable and contract assets [3]. - Zhixin's main business involves the development and production of automotive welding parts, with a high concentration of sales to its top five customers, which poses risks if their financial conditions deteriorate [4]. - Senhe High-tech specializes in the research and production of environmentally friendly precious metal mining agents, facing risks due to reliance on a single product [5]. Group 3: Termination of Review - Beijing Tianxing Medical Co., Ltd.'s IPO application was terminated after concerns arose regarding its fundraising exceeding total assets, leading to a reduction in its fundraising target [2][6]. - The company initially aimed to raise 1.093 billion yuan, while its total assets were only 382 million yuan, raising questions about the feasibility of its fundraising [6]. Group 4: Financial Performance - Tianxing Medical's revenue from its main business has shown growth, with significant contributions from implantable devices, but it faces risks related to fluctuating gross margins due to market conditions [7]. - The company's gross margin has varied over the reporting periods, indicating potential challenges in maintaining profitability amidst competitive pressures [7].
广东省房屋安全管理技术中心揭牌
Nan Fang Ri Bao Wang Luo Ban· 2025-05-29 08:55
Core Viewpoint - The establishment of the Guangdong Provincial Housing Safety Management Technology Center aims to enhance housing safety management through innovation and technology integration, supporting the transformation of the housing safety governance system in the province [1][2]. Group 1: Center Overview - The center was officially established on May 28 and is guided by the Guangdong Provincial Department of Housing and Urban-Rural Development, relying on the Guangdong Academy of Building Science [1]. - It is a public non-independent legal entity with five departments: operation management, policy research, technical support, scientific research, and quality safety inspection [1]. Group 2: Mission and Objectives - The center's mission is to "gather wisdom and safeguard safety," focusing on three main areas: serving the overall situation, integrating innovation, and achieving technological breakthroughs [1]. - It aims to provide intellectual support for the transformation and upgrading of the housing safety governance system in the province [1]. Group 3: Expert Involvement - Academician Yue Qingrui has been appointed as the chief expert of the center, emphasizing its significance in exploring a new system for the full lifecycle safety management of buildings [2]. - The center has appointed 14 senior industry experts to its advisory committee, indicating a strong foundation of expertise [2]. Group 4: Strategic Goals - The center seeks to innovate the housing quality safety assurance mechanism through market-oriented approaches, transitioning from passive responses to proactive prevention in housing safety management [2]. - It aims to upgrade from fragmented management to a comprehensive lifecycle safety management system, contributing to the development of resilient and safe urban environments [2].