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石大胜华: 石大胜华关于注销2022年股票期权激励计划部分股票期权的公告
Zheng Quan Zhi Xing· 2025-07-01 16:41
证券代码:603026 证券简称:石大胜华 公告编号:临 2025-024 石大胜华新材料集团股份有限公司 关于注销 2022 年股票期权激励计划 部分股票期权的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性承担个别及连带责任。 重要内容提示: ● 本次股票期权拟注销数量:202.88 万股 石大胜华新材料集团股份有限公司(以下简称"公司")于 2025 年 7 月 1 日召开了第八届董事会第十六次会议和第八届监事会第九次会议审议通过了《关 于注销 2022 年股票期权激励计划部分股票期权的议案》,同意对 2022 年股票期 权激励计划已离职激励对象和第三个行权期公司业绩考核未达标导致不符合行 权条件对应的股票期权合计 202.88 万份股票期权进行注销。现将相关事项公告 如下: 一、2022 年股票期权激励计划的基本情况 届监事会第八次会议,审议通过了《关于石大胜华 2022 年股票期权激励计划(草 案)及摘要的议案》《关于石大胜华 2022 年股票期权激励计划实施考核管理办 法的议案》《关于石大胜华 2022 年股票期权激励计划激 ...
南京聚隆: 江苏世纪同仁律师事务所关于南京聚隆2025年第二期限制性股票激励计划(草案)的法律意见书
Zheng Quan Zhi Xing· 2025-07-01 16:41
Core Viewpoint - The legal opinion letter confirms that Nanjing Julong Technology Co., Ltd. is qualified to implement the 2025 Second Phase Restricted Stock Incentive Plan, which complies with relevant laws and regulations [1][5][21] Group 1: Company Qualifications - Nanjing Julong is a legally established and validly existing listed company, having been approved for its initial public offering by the China Securities Regulatory Commission in 2018 [5][6] - The company holds a valid business license and is not in any situation that would prevent it from implementing the incentive plan [5][6] Group 2: Compliance of the Incentive Plan - The incentive plan aligns with the provisions of the Management Measures, ensuring that the company meets the necessary conditions for implementing stock incentives [6][15] - The plan includes clear objectives and principles aimed at attracting and retaining talent while aligning the interests of shareholders, the company, and employees [6][7] Group 3: Incentive Objects and Distribution - The incentive objects include the company's directors, senior management, and core personnel, excluding independent directors and major shareholders [8][9] - A total of 785,000 shares will be granted, representing 0.71% of the company's total share capital, with 635,000 shares allocated for the first grant [9][10] Group 4: Implementation Procedures - The company has completed necessary procedures for the incentive plan, including board and supervisory committee resolutions [20][21] - The plan requires further procedures, such as public disclosure of the incentive objects and shareholder approval at the general meeting [20][21] Group 5: Impact on Company and Shareholders - The incentive plan is deemed not to harm the interests of the company and its shareholders, and there are no provisions for financial assistance to the incentive objects [21][21] - The plan's implementation is contingent upon approval by the shareholders' meeting through a special resolution [21]
金力泰: 关于2024年度利润分配预案的公告
Zheng Quan Zhi Xing· 2025-07-01 16:40
Core Viewpoint - The company has proposed a profit distribution plan for the year 2024, which includes a cash dividend of 0.20 yuan per 10 shares, totaling approximately 9.51 million yuan, without issuing new shares or using capital reserves for share increases [1][2][3]. Group 1: Profit Distribution Plan - The proposed profit distribution plan is based on a total share capital of 475,429,590 shares, with a cash dividend of 0.20 yuan per 10 shares, amounting to a total cash dividend of 9,508,591.80 yuan [1][2]. - The plan has been reviewed and approved by both the board of directors and the supervisory board, and it will be submitted for approval at the 2024 annual general meeting [2][3]. - The total cash dividend represents 30.76% of the company's net profit attributable to shareholders for the year 2024, which is 30,910,620.19 yuan [3]. Group 2: Financial Performance - The company reported a net profit of 30,910,620.19 yuan for the year 2024, after deducting the legal surplus reserve of 2,666,829.33 yuan [2][3]. - As of December 31, 2024, the undistributed profits on the consolidated balance sheet amount to 223,468,193.77 yuan [2]. - The company has maintained a positive net profit and undistributed profits over the last three years, with cumulative cash dividends totaling 9,508,591.80 yuan, which exceeds the average annual net profit of the last three years [5]. Group 3: Compliance and Justification - The profit distribution plan complies with relevant regulations, including the China Securities Regulatory Commission's guidelines on cash dividends and the company's articles of association [5]. - The board of directors has considered the company's profitability, financial condition, and future development prospects in formulating the profit distribution plan, ensuring it does not adversely affect the company's liquidity [5]. - The plan does not trigger any risk warning scenarios as the company has a positive net profit and undistributed profits [5].
闰土股份: 薪酬与考核委员会关于公司2025年员工持股计划相关事项的核查意见
Zheng Quan Zhi Xing· 2025-07-01 16:40
Core Viewpoint - The implementation of the employee stock ownership plan (ESOP) by Zhejiang Runtou Co., Ltd. is deemed beneficial for the company and its shareholders, particularly minority shareholders, aligning with the company's long-term development needs [1][2]. Group 1: Employee Stock Ownership Plan - The company held the second meeting of the seventh board's remuneration and assessment committee on July 1, 2025, to review the ESOP [1]. - The committee confirmed that the decision-making process for the ESOP is legal and effective, ensuring no harm to the interests of the company and all shareholders [1]. - There are no circumstances that prohibit the implementation of the ESOP, and no forced participation or financial assistance arrangements for employees are present [1]. Group 2: Benefits of the ESOP - The ESOP is expected to enhance employee cohesion and the company's competitiveness, creating a community of interests between operators and shareholders [1]. - The plan aims to improve management efficiency and increase the motivation and responsibility of operators, contributing to the company's sustainable development and strategic goals [1].
金力泰: 关于召开2024年年度股东大会的通知
Zheng Quan Zhi Xing· 2025-07-01 16:40
证券代码:300225 证券简称:金力泰 公告编号:2025-053 上海金力泰化工股份有限公司 关于召开 2024 年年度股东大会的通知 本公司及董事会全体成员保证信息披露的内容真实、准确和完整,没有虚假记 载、误导性陈述或重大遗漏。 上海金力泰化工股份有限公司(以下简称"公司")第八届董事会第五十五 次会议审议决定,于 2025 年 7 月 22 日召开公司 2024 年年度股东大会(以下简 称"股东大会"),现将有关事项通知如下: (1)现场投票:股东本人亲自出席现场会议或者通过授权委托书委托他人 出席现场会议; 一、召开会议的基本情况 律、行政法规、部门规章、规范性文件和《公司章程》的规定。 (1)现场会议召开时间:2025年7月22日(星期二)15:00; (2)网络投票时间: 通过深圳证券交易所交易系统进行网络投票的具体时间为:2025年7月22日 上午9:15-9:25、9:30-11:30和13:00-15:00; 通过深圳证券交易所互联网投票系统投票的具体时间为2025年7月22日 种投票方式,如果同一表决权出现重复投票表决的,以第一次投票表决结果为准。 (2)网络投票:公司将通过深圳证券交 ...
金力泰: 关于2025年度向银行申请综合授信额度的公告
Zheng Quan Zhi Xing· 2025-07-01 16:40
Group 1 - The company plans to apply for a comprehensive credit limit of up to RMB 1 billion from banks and financial institutions for the year 2025 to reduce financing costs and improve capital efficiency [1][2] - The comprehensive credit includes various financing options such as working capital loans, project loans, bank acceptance bills, trade financing, and bill discounting, with collateral options including real estate, machinery, intellectual property, and cash [1][2] - The board of supervisors supports the application for the credit limit, stating it will enhance the company's operational efficiency and profitability, and the process is legally valid without harming the interests of the company and its shareholders [2] Group 2 - The authorization for the chairman to handle loans, asset pledges, and related legal documents within the approved credit limit will not require further board approval for individual financing, while any financing exceeding the limit must be approved by the board or shareholders [2] - The effective period for the approved credit limit and authorization is from the date of approval at the 2024 annual shareholders' meeting until the 2025 annual shareholders' meeting [2] - Relevant documents for review include the resolutions from the eighth board of directors and the eighth board of supervisors meetings [2]
金力泰: 关于使用自有闲置资金购买理财产品的公告
Zheng Quan Zhi Xing· 2025-07-01 16:40
Core Viewpoint - The company plans to use up to RMB 500 million of its idle funds to purchase low-risk financial products, aiming to enhance investment returns while ensuring normal business operations are not affected [1][2][4]. Investment Overview - The company intends to invest a maximum of RMB 500 million of its idle funds in low-risk financial products, with the ability to roll over the funds within this limit [2][3]. - The investment will be limited to financial products with a maturity of no more than one year and will not include other securities investments or products linked to stocks or unsecured bonds [2][4]. Risk Control Measures - The company will select reputable financial institutions with strong credit ratings for the investment and will formalize agreements detailing the investment amount, duration, and responsibilities [2][3]. - Internal audits and oversight by independent directors and the supervisory board will be implemented to monitor the use of funds [3][4]. Impact on the Company - The investment in low-risk financial products is expected to enhance the company's investment returns without disrupting normal cash flow or core business operations [3][4]. Approval Process - The proposal was approved in the board and supervisory meetings held on June 30, 2025, and will be submitted for shareholder approval [3][4].
金力泰: 2024年度财务报告非标准审计意见的专项说明
Zheng Quan Zhi Xing· 2025-07-01 16:40
Core Viewpoint - The audit report for Shanghai Jinlitai Chemical Co., Ltd. indicates significant risks related to fund transfers and potential misrepresentation in financial statements, leading to a non-standard audit opinion [2][3][6]. Group 1: Fund Transfer Issues - In 2024, Jinlitai transferred a total of 931 million RMB to related trading companies and received back 930 million RMB, with a remaining balance of 17.87 million RMB at year-end [2]. - There were abnormal fund transfers where related trading companies transferred similar amounts to non-supplier entities, raising concerns about potential fund occupation channels [3]. - The audit could not fully trace the funds to determine the ultimate beneficiaries or the purpose of the funds, indicating a significant risk of non-operational fund occupation [3][6]. Group 2: Equity Transfer Concerns - Jinlitai received a total of 137.53 million RMB as a repayment for equity acquisition from Shihezi Yike, but the funds were subsequently transferred to related trading companies, complicating the audit trail [3][4]. - The second acquisition of equity from Xiamen Yike involved 323 million RMB, with similar issues regarding the tracing of funds and potential misrepresentation of the transaction's commercial substance [5][6]. - The audit report highlights the inability to ascertain the true nature of these transactions and whether they involve non-operational fund occupation [5][6]. Group 3: Audit Opinion and Implications - The audit firm issued a non-opinion report due to the inability to obtain sufficient evidence regarding the financial statements, which could have significant implications for the company's financial health [6][7]. - The overall importance level for the audit was set at 3.66 million RMB based on the company's revenue, indicating the scale of potential misstatements [6]. - The audit firm could not determine the specific financial impact of the identified issues on Jinlitai's financial statements [6][7].
金力泰: 关于调整第八届董事会专门委员会委员的公告
Zheng Quan Zhi Xing· 2025-07-01 16:40
证券代码:300225 证券简称:金力泰 公告编号:2025-051 上海金力泰化工股份有限公司 本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。 | 主任委员 | | 罗甸 | | --- | --- | --- | | 战略委员会 | 委员 | 唐光泽 | | 委员 | | 汤洋 | | 主任委员 | | 马维华 | | 审计委员会 | 委员 | 于绪刚 | | 委员 | | 唐光泽 | | 主任委员 | | 唐光泽 | | 提名委员会 | 委员 | 于绪刚 | | 委员 | | 罗甸 | | 主任委员 | | 于绪刚 | | 薪酬与考核委员会 | 委员 | 马维华 | | 委员 | | 罗甸 | | 调整后: | | | | 战略委员会 | 主任委员 | 罗甸 | | 委员 | | 唐光泽 | | 委员 | | 吴纯超 | | 主任委员 | | 马维华 | | 审计委员会 | 委员 | 于绪刚 | | 委员 | | 唐光泽 | | 主任委员 | | 唐光泽 | | 提名委员会 | 委员 | 于绪刚 | | 委员 | | 罗甸 | | 主任委员 | | 于绪 ...
闰土股份: 浙江闰土股份有限公司2025年员工持股计划管理办法
Zheng Quan Zhi Xing· 2025-07-01 16:40
Core Viewpoint - Zhejiang Runtou Co., Ltd. has established a 2025 Employee Stock Ownership Plan (ESOP) aimed at enhancing employee engagement and aligning their interests with the company's long-term performance [1][2]. Group 1: Principles of the Employee Stock Ownership Plan - The ESOP is based on principles of legal compliance, voluntary participation, and risk-bearing by participants [2][3]. - Participants in the ESOP are limited to a maximum of 76 employees, including 7 directors and senior management, who are deemed critical to the company's performance [2][3]. Group 2: Funding and Stock Sources - The total amount of self-raised funds for the ESOP is capped at RMB 63 million, with each unit priced at RMB 1 [3][4]. - The stock for the ESOP will be sourced from the company's repurchased shares, with a maximum of 15 million shares available for transfer [4][5]. Group 3: Lock-up and Vesting Periods - The ESOP has a lock-up period of 12, 24, and 36 months, with 40%, 30%, and 30% of shares unlocking at each respective interval [5][6]. - The performance assessment for unlocking shares will be based on the company's net profit growth rates over the specified periods [10][11]. Group 4: Performance Assessment - The performance targets for the ESOP include specific annual net profit growth rates, with a minimum requirement of 20% for the first year and 32% for subsequent years [10][11]. - The assessment will consider both company-level and individual-level performance metrics to determine the unlocking of shares [13][14]. Group 5: Management and Governance - The ESOP will be managed by a committee elected by the participants, ensuring oversight and representation of employee interests [17][20]. - The board of directors retains the authority to modify the ESOP and manage its implementation, subject to shareholder approval [22][23].