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芯碁微装: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-13 11:11
Core Viewpoint - The company, Hefei Chip Microelectronics Equipment Co., Ltd., is preparing for a shareholder meeting scheduled for August 29, 2025, to discuss various proposals, including the issuance of H shares and amendments to the company's governance structure [1][2]. Group 1: Meeting Details - The shareholder meeting will be held on August 29, 2025, at 14:00 in Hefei, with both on-site and online voting options available [2][4]. - Voting will be conducted through the Shanghai Stock Exchange's network voting system, with specific time slots for participation [1][2]. - Shareholders must register to attend the meeting, with registration available from August 28, 2025 [5][6]. Group 2: Proposals for Discussion - Key proposals include the cancellation of the supervisory board, amendments to the company’s articles of association, and the issuance of H shares for listing on the Hong Kong Stock Exchange [2][3][7]. - Additional proposals involve the establishment of internal governance systems applicable post-H share issuance, including revisions to various committee work systems [3][7]. - The meeting will also address the election of the third board of directors, including both non-independent and independent director candidates [3][8]. Group 3: Voting Procedures - Shareholders can vote either in person or via the online platform, with specific instructions provided for the voting process [4][8]. - The cumulative voting system will be used for electing directors, allowing shareholders to allocate their votes among candidates as they see fit [8][9]. - Invalid votes will occur if shareholders exceed their allotted voting rights or if votes are duplicated across different voting methods [4][8].
芯碁微装: 关于取消监事会并修订《公司章程》、修订及制定部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-08-13 11:11
Group 1 - The company announced the cancellation of its supervisory board and the revision of its articles of association, which will be submitted for shareholder approval [1][2] - The supervisory board's functions will be transferred to the audit committee of the board of directors, in accordance with the new Company Law effective from July 1, 2024 [1][2] - The articles of association will be revised to remove references to the supervisory board and to clarify the roles of the audit committee [2][4] Group 2 - The company will continue to fulfill its supervisory responsibilities until the shareholders' meeting approves the cancellation of the supervisory board [2] - Key revisions to the articles of association include changing "shareholders' meeting" to "shareholders' assembly" and updating terminology related to management personnel [2][4] - The company will ensure compliance with relevant laws and regulations during the transition [2][4]
芯碁微装: 董事和高级管理人员所持公司股份及其变动管理办法(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 11:11
General Provisions - The management measures for the shares held by the company's directors and senior management are established to strengthen the management of shareholding and changes in accordance with relevant laws and regulations [1][2] - This management method applies to the shares held by directors, senior management, and other specified individuals or organizations [1] Trading Restrictions - Directors and senior management must consult the company secretary before buying or selling shares to ensure compliance with regulations [2][3] - There are specific circumstances under which shares held by directors and senior management cannot be transferred, including within six months after leaving the company or during investigations by regulatory authorities [2][3] Transfer Limitations - During their term and within six months after leaving, directors and senior management can only transfer up to 25% of their total shares held each year, with certain exceptions [3][4] - Newly acquired shares can only be transferred at a rate of 25% in the year they are acquired, with the remaining shares counted towards the next year's transferable shares [4] Reporting and Disclosure - Directors and senior management must report any changes in their shareholding within two trading days and disclose relevant details through the company [8][9] - A reduction plan must be reported to the company and the stock exchange 15 trading days before the first sale, including details such as the number of shares and the reason for the reduction [7][8] Violations and Responsibilities - Violations of these management measures can lead to disciplinary actions, including warnings or dismissal, and may also result in civil liability or criminal prosecution if laws are breached [9][10] - The company is responsible for maintaining complete records of any violations and must report to regulatory authorities as required [10]
芯碁微装: 董事会薪酬与考核委员会工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 11:11
Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the governance structure of Hefei Chipqi Microelectronics Equipment Co., Ltd. by developing a management system for the assessment and compensation of directors and senior management [1][7] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, and it reports directly to the board of directors [2][3] Group 1: Committee Composition - The Compensation and Assessment Committee consists of three directors, with independent directors holding a majority and serving as the convener [2] - The term of the committee members aligns with that of the directors, and any changes in their status will automatically affect their committee membership [2][3] Group 2: Responsibilities and Authority - The committee is tasked with proposing compensation plans for directors and senior management, including stock incentive plans and employee stock ownership plans [3][4] - Recommendations made by the committee that are not adopted by the board must be documented, including the reasons for non-adoption [3][4] Group 3: Work Procedures - The committee is required to meet at least once a year, with provisions for emergency meetings if necessary [5] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions are made by majority vote [5][6] Group 4: Confidentiality and Reporting - All members and attendees of the committee meetings are bound by confidentiality regarding the matters discussed [6] - Decisions made by the committee must be reported in writing to the board of directors [6]
芯碁微装: 董事会审计委员会工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 11:11
Core Points - The document outlines the work system of the Audit Committee of Hefei Chipqi Microelectronics Equipment Co., Ltd, aiming to standardize the committee's procedures and protect the rights of the company and its shareholders [1] - The Audit Committee is a specialized committee under the Board of Directors, responsible for supervising external audits, guiding internal audits, and ensuring effective internal controls [1][2] Group 1: Committee Composition - The Audit Committee consists of three directors, including two independent directors, with the chairperson being an independent director with accounting expertise [2][3] - The Board of Directors is responsible for evaluating the independence and performance of the Audit Committee members regularly [2][3] Group 2: Responsibilities and Authority - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal control systems [5][6] - Key responsibilities include proposing the hiring or replacement of external auditors, reviewing financial reports, and assessing the effectiveness of internal controls [5][6][7] Group 3: Meeting Procedures - The Audit Committee must hold at least one meeting per quarter, with the ability to convene temporary meetings as needed [10][12] - Decisions require a majority vote from the committee members, and members must attend meetings in person or delegate their voting rights [12][13] Group 4: Reporting and Communication - The Audit Committee must report its findings and recommendations to the Board of Directors, ensuring transparency and accountability [17][19] - The committee has the authority to hire independent consultants and legal advisors as necessary to fulfill its duties [20][21]
芯碁微装: 融资与对外担保制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 11:11
Core Viewpoint - The draft financing and external guarantee system of Hefei Chip Microelectronics Equipment Co., Ltd. aims to standardize the company's financing and guarantee behaviors, effectively control financing and guarantee risks, and protect the financial safety and legitimate rights of investors [2][3]. Group 1: General Principles - The financing referred to in this system includes indirect financing from financial institutions, primarily banks, and does not apply to direct equity financing [2]. - External guarantees are defined as the company providing guarantees, pledges, or other forms of security for third parties [2]. - The system applies to the company, its branches, and wholly-owned or controlled subsidiaries [3]. Group 2: Financing Management System - The finance department is responsible for managing financing matters, receiving applications from various departments and subsidiaries, and conducting preliminary reviews [3][4]. - Financing amounts that do not exceed the limits set by the company's articles of association can be approved by the general manager's office [4]. - Financing applications must include details such as the financial institution's name, amount, term, purpose, repayment source, and the financial status of the applicant [4][5]. Group 3: External Guarantee Management - External guarantees must comply with relevant laws and regulations, and the company should seek counter-guarantees from the guaranteed party [6][7]. - The board of directors must review and approve guarantees exceeding 10% of the company's latest audited net assets or 30% of total assets [7][8]. - The finance department is responsible for reviewing guarantee applications and ensuring compliance with the established procedures [8][9]. Group 4: Responsibilities and Accountability - All directors must strictly review financing and guarantee matters according to the system and relevant laws, bearing joint liability for any violations [14][15]. - Management personnel who exceed their authority in approving financing or guarantees will be held accountable for any actual losses incurred [15]. - The system will take effect upon approval by the shareholders' meeting [15].
安徽深化科技体制机制改革——科技创新 企业挑大梁
Ke Ji Ri Bao· 2025-08-10 00:03
Core Viewpoint - The article highlights the significant reforms in Anhui Province's technology system, emphasizing the role of enterprises as the main drivers of technological innovation and project leadership, particularly in the agricultural sector with a focus on high-yield rice varieties [3][5][11] Group 1: Project Development and Funding - Anhui Quanyin High-Tech Seed Industry Co., Ltd. (Quanyin High-Tech) is leading a project on "Research and Application of Ultra-High-Yield Multi-Resistance Hybrid Rice Varieties," which received funding support of 10 million yuan from both Anhui Province and Hefei City, along with an additional 30 million yuan from the company itself [4][5] - The project aims to address the urgent need for high-yield rice varieties and is part of a broader initiative to enhance Anhui's agricultural processing capabilities [4][6] Group 2: Collaborative Innovation - The project involves collaboration with various stakeholders, including industry chain enterprises, universities, and research institutions, creating a comprehensive approach to innovation that spans from material creation to quality control and brand development [4][6] - Over 80% of the major technology projects initiated in Anhui are led by enterprises, ensuring that the outcomes align closely with market needs and facilitating faster industrial application [6][8] Group 3: Role of Enterprises in Innovation - The reform encourages enterprises to become "problem solvers" by allowing them to propose research needs, with over 80% of project demands now coming from businesses [5][10] - Enterprises are also involved in the evaluation of project outcomes, ensuring that innovations meet market demands and have the potential for commercialization [9][10] Group 4: Government Support and Future Directions - The Anhui government is committed to strengthening the role of enterprises in technological innovation, with plans to continue fostering an environment that supports enterprise-led research and development [11] - The province has set ambitious goals for technological advancements in key sectors, including new energy vehicles and artificial intelligence, with significant financial backing to drive these initiatives [8][11]
宝馨科技跨界收购陷罗生门?交易方单方面叫停,双方均称对方未付款
Hua Xia Shi Bao· 2025-06-21 12:34
Core Viewpoint - Baoxin Technology's planned acquisition is facing challenges as the deal has been unilaterally terminated by the counterparty, Jiangsu Yingsu, due to unresolved issues and lack of payment [3][4][10]. Group 1: Acquisition Details - Baoxin Technology's subsidiary, Zhejiang Yingsu, intended to acquire 40% of Yingsu Integrated Circuit Equipment Co., Ltd. for 320 million yuan, but the deal was halted by Jiangsu Yingsu [3][5]. - The acquisition funds were supposed to come from the registered capital of Zhejiang Yingsu, which was established with a total capital of 320 million yuan, contributed by Baoxin Technology and its partners [5][6]. - The acquisition process required multiple payments, starting with an initial payment of 30 million yuan within 10 working days of the agreement's effectiveness [8][9]. Group 2: Financial Context - Baoxin Technology has been experiencing financial difficulties, with revenues declining from 684 million yuan in 2022 to 336 million yuan in 2024, and net profits showing significant losses [11]. - The company reported a net profit of -193 million yuan in 2023 and -767 million yuan in 2024, indicating a severe downturn in profitability [11]. Group 3: Stakeholder Dynamics - The actual controller of both Zhejiang Yingsu and Jiangsu Yingsu, Fu Zhiwei, has not prepared the necessary funds for the acquisition, leading to complications in the transaction [6][7]. - The delay in payment and the subsequent termination of the deal raise concerns about the operational and financial stability of Zhejiang Yingsu, as the registered capital was intended for business operations and investments [7][10].
芯碁微装: 2024年年度权益分派实施公告
Zheng Quan Zhi Xing· 2025-06-10 11:37
Core Viewpoint - The company, Hefei Chip Microelectronics Equipment Co., Ltd., has announced a differentiated cash dividend distribution plan, proposing a cash dividend of 0.37 RMB per share for its shareholders [1][2]. Dividend Distribution Plan - The total share capital of the company is 131,740,716 shares, with 477,322 shares in the repurchase account excluded, resulting in a base of 131,263,394 shares for the cash dividend calculation [2]. - The total cash dividend to be distributed amounts to approximately 48,567,455.78 RMB (including tax) [2]. - The cash dividend will not involve capital reserve conversion to share capital or stock dividends [1][2]. Ex-Dividend Dates - The relevant dates for the dividend distribution include the record date, ex-dividend date, and cash dividend payment date [3]. Implementation of Distribution - Cash dividends for shareholders will be distributed through the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, based on the record date [3]. - Shares in the company's repurchase account will not participate in the profit distribution [3]. Taxation on Dividends - For individual shareholders holding shares for over one year, the dividend income is exempt from personal income tax, with a cash dividend of 0.37 RMB per share [4]. - For shares held for less than one year, the company will not withhold personal income tax at the time of distribution, but tax will be calculated and withheld upon the transfer of shares [4][5]. - For Qualified Foreign Institutional Investors (QFIIs), a 10% corporate income tax will be withheld, resulting in a net cash dividend of 0.333 RMB per share [5][6]. Contact Information - For inquiries regarding the dividend distribution, shareholders can contact the company's securities department at 0551-63826207 [6].