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东方园林: 董事会审计委员会工作细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-18 16:29
Core Points - The article outlines the establishment and operational guidelines of the Audit Committee of Beijing Oriental Garden Environment Co., Ltd, emphasizing its role in enhancing corporate governance and financial oversight [1][2][4] Group 1: General Provisions - The Audit Committee is established to strengthen the decision-making function of the board and ensure effective supervision of financial activities [1] - The committee operates independently and is not subject to interference from other departments within the company [1][2] Group 2: Composition and Appointment - The Audit Committee consists of at least three directors, with a majority being independent directors, including at least one accounting professional [2][4] - The committee members are appointed by the board of directors, and the term of the committee members aligns with their term as directors [2][4] Group 3: Responsibilities and Authority - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring the integrity of financial reporting [4][5] - Key decisions, such as the hiring or dismissal of external auditors and the approval of financial reports, require a majority agreement from the committee members [4][5] Group 4: Internal Audit Oversight - The committee guides and supervises the establishment and implementation of internal audit systems [5][6] - The internal audit department reports directly to the Audit Committee, ensuring independence from the finance department [6] Group 5: Meeting Procedures - The Audit Committee is required to meet at least quarterly, with provisions for special meetings as necessary [10][11] - Meeting notifications must be sent out in advance, and decisions require a majority vote from attending members [10][12] Group 6: Confidentiality and Compliance - Committee members are obligated to maintain confidentiality regarding company information until it is publicly disclosed [12][13] - The committee has the authority to investigate any irregularities in company operations and can engage external consultants if necessary [9][12]
东方园林: 董事和高级管理人员所持公司股份及其变动管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-18 16:29
Core Points - The document outlines the management system for shares held by company directors and senior management, aiming to maintain market order and comply with relevant laws and regulations [1][2][3] Group 1: General Provisions - The system applies to shares held by directors, senior management, and other specified individuals or organizations [1] - Directors and senior management must strictly adhere to commitments regarding share changes [1] - Shares held by directors and senior management include those registered in their names and those held in others' accounts [1] Group 2: Restrictions on Share Transfers - Directors and senior management are prohibited from transferring shares under specific circumstances, such as within six months after leaving the company or during investigations related to securities violations [2] - Transfers of shares during the term of office and six months after must not exceed 25% of the total shares held [3] - Shares held by directors and senior management can be increased based on the previous year's holdings, with specific rules for newly acquired shares [3] Group 3: Trading Restrictions - Directors and senior management are restricted from trading shares during certain periods, including 15 days before annual or semi-annual reports [4] - They must comply with the Securities Law regarding the sale of shares within six months of purchase [4] - Short selling and derivative trading of the company's shares are prohibited [4] Group 4: Information Disclosure and Reporting - The company secretary is responsible for managing and reporting the shareholdings of directors and senior management [5] - A reduction plan must be reported to the exchange 15 trading days before the first sale, detailing the number of shares, time frame, and reasons for the reduction [6] - Any changes in shareholdings must be reported within two trading days [7] Group 5: Compliance and Enforcement - The company must confirm shareholding information as required by the Shenzhen Stock Exchange [8] - Directors and senior management must notify the board secretary of their trading plans, and trading cannot occur without feedback from the secretary [8] - Violations of the share transfer rules may result in regulatory actions, including mandatory repurchase of shares [9]
美丽生态: 中天国富证券有限公司关于深圳美丽生态股份有限公司非公开发行限售股份解除限售上市的核查意见
Zheng Quan Zhi Xing· 2025-07-17 16:22
Group 1 - The core point of the article is the approval and process of the lifting of the lock-up period for the non-publicly issued shares of Shenzhen Beautiful Ecology Co., Ltd. [1][2] - The company issued 238,837,579 shares at a price of 3.14 RMB per share, increasing the total share capital from 819,854,713 shares to 1,058,692,292 shares [1][2] - The lock-up period for the newly issued shares is set for 36 months from the listing date, which was June 28, 2022 [1][2] Group 2 - The shareholders applying for the lifting of the lock-up are Shenzhen Baolisheng Industrial Development Partnership (Limited Partnership), Guo Qing, and Zheng Zuoping [2] - The total share capital has increased to 1,149,652,292 shares since the formation of the lock-up shares [2] - The original holder of the locked shares, Jiayuan Chuangsheng, made commitments regarding the lock-up and non-reduction of shares during the specified periods [2][3] Group 3 - The lifting of the lock-up will allow 190,000,000 shares, representing 16.53% of the total share capital, to be circulated [3] - The company has confirmed that the lifting of the lock-up complies with relevant regulations and that the shareholders have not violated any commitments related to the lock-up [3]
7月17日早间重要公告一览
Xi Niu Cai Jing· 2025-07-17 04:13
Group 1 - Yaxin Security plans to reduce its shareholding by up to 3%, totaling no more than 12 million shares, from August 8, 2025, to November 7, 2025 [1] - Shangwei Co. intends to issue up to 180 million shares to its controlling shareholder, raising no more than 1.144 billion yuan for digital upgrades and working capital [1][2] - Anker Innovations is exploring the possibility of overseas share issuance to enhance its global strategy and brand image, with no specific plan confirmed yet [3] Group 2 - AVIC Xi'an Aircraft Industry Group's chairman resigned due to work changes, effective immediately upon submission of the resignation [4] - Tianci Materials signed a procurement cooperation agreement to supply at least 550,000 tons of electrolyte products to Chuangneng New Energy from 2025 to 2030, enhancing market share and profitability [5][6] - Guangshentang's innovative drug GST-HG131 has been included in the list of breakthrough therapies, but this does not guarantee market approval or immediate financial impact [7][8] Group 3 - Chaozhuo Aerospace plans to reduce its shareholding by up to 3%, totaling no more than 896,000 shares, from August 7, 2025, to November 6, 2025 [9] - Taiji Group intends to repurchase shares worth between 80 million and 120 million yuan, with a maximum price of 28.03 yuan per share, to be used for cancellation [11][12] - Xibu Materials plans to invest 125 million yuan in a private placement by its subsidiary to raise 147 million yuan for working capital and loan repayment [13] Group 4 - Shantui Co. plans to issue H-shares and apply for listing on the Hong Kong Stock Exchange [14] - *ST Huawang intends to acquire 55.5% of Niwei Power for 666 million yuan, entering the new energy hybrid vehicle sector [15] - Tailin Bio's controlling shareholder plans to reduce its shareholding by up to 1.5%, totaling no more than 1.8195 million shares, for personal funding needs [17] Group 5 - Huicheng Vacuum plans to reduce its shareholding by up to 3%, totaling no more than 3 million shares, from August 7, 2025, to November 6, 2025 [18][19] - Kesi Co.'s actual controller plans to reduce its shareholding by up to 3%, totaling no more than 14.27 million shares, for personal funding needs [20][21] - Zhongchong Co.'s controlling shareholder plans to reduce its shareholding by up to 1.5%, totaling no more than 4.56 million shares, for funding needs [22][23] Group 6 - Shanhigh Environmental plans to raise no more than 718 million yuan through a private placement to supplement working capital and repay bank loans [24][25] - Zhongrong Electric plans to invest 114 million yuan in the construction of the Sinok New Energy Technology Park, expected to be completed by the end of 2027 [26] - Kaisen New Materials' shareholder plans to transfer 4.75% of its shares, totaling 20 million shares, for personal funding needs [27] Group 7 - Xinxin Standard's controlling shareholder plans to reduce its shareholding by up to 3%, totaling no more than 6.7792 million shares, for personal funding needs [28] - Chuhuan Technology plans to invest 9.99 million yuan in a partnership focused on high-end manufacturing, including semiconductors and new materials [29] - Shankai Intelligent's stock will resume trading after a share transfer agreement with Changjiang Aerospace, which will become the controlling shareholder [30]
*ST花王: 中德证券有限责任公司关于花王生态工程股份有限公司重大资产重组之独立财务顾问报告(修订稿)
Zheng Quan Zhi Xing· 2025-07-16 16:23
Group 1 - The core transaction involves the acquisition of 55.50% equity in Anhui Niwei Automotive Power System Co., Ltd. by the company through cash payment, with a total transaction price of 601.37 million yuan for non-state-owned equity and 64.63 million yuan for state-owned equity [10][12][13] - The transaction is classified as a major asset restructuring, which does not constitute a reverse listing or related party transaction, as the transaction parties are not related to the company's controlling shareholder [12][13] - The target company specializes in the research, development, production, and sales of high-pressure fuel tank systems for new energy hybrid vehicles, which aligns with the company's strategy to enter the green low-carbon development sector [13][14] Group 2 - The transaction is expected to enhance the company's operational capabilities and improve its financial performance, with projected increases in total assets, operating income, and net profit post-transaction [14][15] - The company aims to leverage the acquisition to transition from traditional economic growth models to new productive assets, thereby enhancing its competitive strength in the market [13][14] - The controlling shareholder supports the transaction, believing it will benefit the company's sustainable operations and protect the interests of shareholders, particularly minority shareholders [15][16]
*ST花王: 中德证券有限责任公司关于本次交易相关内幕信息知情人买卖股票情况的自查报告之专项核查意见
Zheng Quan Zhi Xing· 2025-07-16 16:23
Group 1 - The article discusses the independent financial advisor's review of insider trading related to the acquisition of 55.50% equity in Anhui Niwei Automotive Power Systems Co., Ltd by Huawang Ecological Engineering Co., Ltd [1] - The self-inspection period for insider trading was set from six months prior to the board resolution to the day before the announcement of the draft report on the major asset purchase [1] - The review included natural persons who traded the company's stock in the secondary market during the self-inspection period [2] Group 2 - Specific trading activities by natural persons were detailed, including transactions by the company's supervisor's spouse and other related parties, with various buy and sell dates and quantities [2] - Commitments from involved parties were made, asserting that their trading actions were based on personal judgment and not influenced by insider information [3][4][5] - The independent financial advisor concluded that the trading activities did not constitute insider trading and did not materially affect the transaction [9]
棕榈股份: 关于首次回购公司股份的公告
Zheng Quan Zhi Xing· 2025-07-16 16:22
Group 1 - The company has approved a share repurchase plan with a total funding amount between RMB 50 million and RMB 100 million, with a maximum repurchase price of RMB 2.37 per share [1][2] - The repurchase will be conducted through centralized bidding and is intended for capital reduction and potential future employee stock incentives [1][2] - The company has already repurchased 1,289,000 shares, accounting for 0.07% of the total share capital, adhering to the established repurchase plan and legal regulations [2] Group 2 - The repurchase will take place within 12 months from the approval date of the plan by the shareholders' meeting [1] - The funding for the repurchase comes from the company's own funds, and the repurchase price did not exceed the proposed upper limit [2] - The company will continue to disclose information regarding the repurchase in accordance with market conditions and regulatory requirements [2]
大千生态: 大千生态前次募集资金使用情况专项报告
Zheng Quan Zhi Xing· 2025-07-15 16:22
Fundraising Overview - The company raised a total of 304,465,200.00 RMB through a non-public offering of 22,620,000 shares at a price of 13.46 RMB per share, with a net amount of 299,191,994.34 RMB after deducting issuance costs [1][8] - As of June 30, 2025, the company had a balance of 299,898,222.00 RMB in its fundraising account [1] Fund Utilization - The actual usage of the raised funds amounted to 30,773.89 million RMB as of June 30, 2025 [1][8] - A total of 20,943.44 million RMB of the raised funds was redirected to different projects, representing 70% of the total [8] Project Changes and Terminations - The company approved changes to the investment projects, including the termination of the "Xuzhou Peixian Huxi Rural Complex Project" and the "Yiwuguo Trade Avenue Landscape Project," reallocating the remaining funds for working capital [1][7] - The company has completed the "Xuzhou Peixian Huxi Rural Complex Project," with 1,950.13 million RMB of surplus funds allocated to working capital [1][7] Idle Fund Management - The company temporarily used idle funds of up to 140 million RMB for working capital in July 2022, which was fully returned by July 2023 [4] - In June 2023, the company approved the temporary use of 120 million RMB of idle funds, which was also returned by June 2024 [5] - As of June 30, 2025, there were no idle funds being used for temporary working capital [5][6] Project Performance and Benefits - The company reported that there were no projects with cumulative returns below 20% of the promised returns [3][10] - The performance of the projects is still under evaluation, with some projects unable to be assessed until completion and audit [3][10]
普邦股份子公司银行账户被冻结超6.6亿元,仍有三大疑问待解
Mei Ri Jing Ji Xin Wen· 2025-07-15 13:19
Core Viewpoint - The announcement from Pubang Co., Ltd. regarding the freezing of funds in its subsidiary Jinbang Construction Co., Ltd. raises significant concerns about financial management and the implications of unpaid service fees from a municipal partner [1][5][6]. Group 1: Financial Situation - Jinbang Construction's bank accounts have been frozen with a total amount of 664 million yuan, which represents 27.13% of the company's latest audited net assets attributable to shareholders [1][4]. - The frozen funds exceed the actual debt of 221 million yuan owed to banks, leading to questions about the rationale behind the amount frozen [3][4]. - The company has reported that the freezing of funds is due to a financial loan dispute, with the court supporting the bank's claim for repayment [3][4]. Group 2: Service Fee Issues - Since the project entered its operational phase in 2023, the municipal partner has failed to fulfill its obligation to pay service fees, resulting in Jinbang Construction facing a cash shortfall [1][5]. - The total unpaid service fees owed by the municipal partner amount to approximately 94.6 million yuan, which is significantly less than the frozen amount [5][6]. - Despite the cash shortfall attributed to unpaid service fees, the company has a substantial amount of frozen funds, raising questions about the consistency of its financial claims [6][7]. Group 3: Project Termination and Fund Management - Pubang Co., Ltd. announced the early termination of the PPP project in May 2023, yet Jinbang Construction's accounts still show over 600 million yuan in deposits [1][7]. - The majority of Pubang's cash reserves are held in the parent company's accounts, indicating that the funds in Jinbang's accounts may not be essential for its operational activities [7]. - The presence of significant amounts in Jinbang's accounts post-termination of the project raises further inquiries into the management of funds and the financial strategy of the company [7][8].
普邦股份: 关于召开2025年第二次临时股东会的通知
Zheng Quan Zhi Xing· 2025-07-14 13:15
证券代码:002663 证券简称:普邦股份 公告编号:2025-041 广州普邦园林股份有限公司 关于召开 2025 年第二次临时股东会的通知 本公司及董事会全体成员保证公告内容真实、准确和完整,并对公告中的虚假记载、误导性陈述或 者 重大遗漏承担责任。 根据广州普邦园林股份有限公司(以下简称"普邦股份"或"公司")第六届董事会第二 次会议决议,决定于 2025 年 7 月 30 日召开公司 2025 年第二次临时股东会。本次会议采取现 场投票与网络投票相结合的方式进行,现将会议具体事宜通知如下: (三)会议召开的合法、合规性:公司第六届董事会第二次会议审议通过了《关于召开 公司 2025 年第二次临时股东会的议案》,本次股东会的召集、召开程序符合有关法律、行政 法规、部门规章、规范性文件和《公司章程》的规定。 (四)现场会议召开的日期、时间: ①通过深圳证券交易所交易系统进行网络投票的时间为 2025 年 7 月 30 日上午 9:15-9:25, ②通过深圳证券交易所互联网投票系统进行网络投票开始的时间为 2025 年 7 月 30 日上 午 9:15,结束时间为 2025 年 7 月 30 日下午 3: ...