建筑装饰业
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美芝股份: 董事会议事规则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-15 16:24
Group 1 - The purpose of the rules is to standardize the board's decision-making process, protect shareholders' rights, and enhance the board's operational efficiency [1] - The board consists of 9 directors, including 3 independent directors, elected for a term of three years [3][4] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major investments and management structures [2][4] Group 2 - The board must consult the company's party committee before making significant decisions [3] - The board is responsible for establishing strict review and decision-making procedures for external investments and major transactions [3][4] - Transactions exceeding certain thresholds must be reviewed and disclosed by the board [4][5] Group 3 - The board has established specialized committees, including audit, strategy, nomination, and compensation committees, to assist in its functions [6] - Regular board meetings are held at least twice a year, with procedures for both regular and temporary meetings outlined [7][8] Group 4 - Meeting notifications must be sent out in advance, with specific requirements for both regular and temporary meetings [9][12] - The board meeting requires a quorum of more than half of the directors to be valid [13][14] - Voting procedures are clearly defined, with provisions for proxy voting and the need for independent directors' approval on certain matters [16][17] Group 5 - Decisions made by the board must be reported to the Shenzhen Stock Exchange, including details of the meeting and voting results [19][20] - The board is responsible for ensuring the implementation of its resolutions and maintaining records of meetings for at least ten years [30][31]
美芝股份: 募集资金管理办法(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-15 16:24
Core Viewpoint - The document outlines the fundraising management measures of Shenzhen Meizhi Decoration Design Engineering Co., Ltd, aiming to enhance the efficiency and effectiveness of fundraising usage while ensuring compliance with relevant laws and regulations [1]. Group 1: General Principles - The company establishes this management method to improve governance and protect the rights of stakeholders [1]. - Fundraising refers to funds raised through stock issuance or other equity-like securities, excluding funds for equity incentive plans [1][2]. - The company must ensure that fundraising is used specifically for designated purposes and in compliance with national industrial policies [2][3]. Group 2: Fundraising Account Management - Funds must be stored in a special account approved by the board of directors, and no non-fundraising funds should be stored in this account [3][4]. - If the company has multiple financings, separate accounts must be established for each fundraising [3][4]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of fundraising [3][4]. Group 3: Fund Usage - The board must ensure that fundraising projects are feasible and have good market prospects [9]. - Funds should primarily be used for the company's main business and not for high-risk investments or financial assistance to others [5][9]. - The company must establish a detailed ledger for fundraising, recording all financial movements related to the funds [8][9]. Group 4: Changes in Fundraising Projects - Any changes in the use of funds must be approved by the board and disclosed to shareholders [11][12]. - If a project is terminated, the remaining funds can only be used for specific purposes after board approval [23][24]. - The company must disclose reasons for any delays in project completion and the current status of the funds [13]. Group 5: Management and Supervision - The audit department must check the fundraising usage at least quarterly and report findings to the audit committee [31][32]. - The company must provide accurate disclosures regarding the actual use of funds and any discrepancies from the planned usage [14][15]. - The sponsor must conduct ongoing supervision of the fundraising management and report any irregularities [33][34].
美芝股份: 董事和高级管理人员所持本公司股份及其变动管理制度(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-15 16:24
Core Viewpoint - The document outlines the management system for the shares held by the directors and senior management of Shenzhen Meizhi Decoration Design Engineering Co., Ltd, emphasizing compliance with relevant laws and regulations to maintain market order and prevent insider trading. Group 1: General Principles - The company establishes this system to manage the shares held by its directors and senior management, ensuring adherence to the Company Law and Securities Law of the People's Republic of China [2][3] - Directors and senior management must be aware of legal prohibitions against insider trading and market manipulation before trading the company's shares [2][3] Group 2: Information Reporting and Disclosure - Directors and senior management are required to report their personal and family information to the Shenzhen Stock Exchange within specified timeframes, including during initial stock registration and upon any changes [4][5] - The company must ensure that the reported information is true, accurate, timely, and complete, and agrees to disclose shareholding changes publicly [4][6] Group 3: Share Transfer Regulations - Directors and senior management can only transfer a maximum of 25% of their shares during their term and within six months after their term ends, with certain exceptions [8] - Shares held by directors and senior management are subject to lock-up periods and cannot be transferred under specific conditions, such as during investigations or legal proceedings [10][11] Group 4: Prohibited Actions - Directors and senior management are prohibited from trading company shares during certain periods, such as before the announcement of financial reports or during significant events that could affect share prices [10][11] - The company must ensure that related parties do not engage in insider trading based on confidential information [11] Group 5: Accountability and Enforcement - Any violations of this system by directors and senior management will result in the company reclaiming any profits made from such trades, and severe cases may lead to disciplinary actions [13][14] - The company is responsible for monitoring compliance with this system and must cooperate with regulatory inquiries regarding share trading activities [14][13]
证券代码:002047 证券简称:*ST宝鹰 公告编号:2025-033
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-07-15 02:40
Core Viewpoint - The company anticipates a significant reduction in net profit loss for the first half of 2025, primarily due to the completion of a major asset sale in December 2024, which has improved operational conditions [2]. Financial Performance Expectations - The performance forecast period is from January 1, 2025, to June 30, 2025, with expectations of a turnaround from loss to profit or a decrease in loss [1]. - The net profit attributable to shareholders for the first half of 2025 is expected to show a substantial decrease in loss compared to the previous year [2]. Reasons for Performance Changes - The reduction in net profit loss is attributed to the divestiture of underperforming assets, which has created room for operational improvement [2]. - The company is facing challenges such as intense market competition, declining revenue, depreciation of fixed assets, and interest expenses from financing loans [2]. - The company plans to concentrate resources on its subsidiary, Baoying Construction Technology, leveraging its state-owned and listed company advantages to meet conditions for lifting delisting risk warnings and achieving sustainable development [2]. Risk Factors - The company’s equity attributable to shareholders was negative as of 2024, leading to a delisting risk warning under Shenzhen Stock Exchange regulations [3]. - The company has received a negative internal control audit report, which has resulted in additional risk warnings for its stock trading [3][4]. - If the company fails to meet specific financial criteria in 2025, it may face termination of its stock listing [4]. Communication with Auditors - The performance forecast data is based on preliminary calculations by the company's finance department and has not been audited by the accounting firm [1][5].
*ST建艺: 关于召开2025年第六次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-07-14 16:11
Meeting Information - The sixth extraordinary general meeting of shareholders will be held on July 30, 2025, at 15:00 [1] - Voting will be conducted both on-site and via online platforms, with specific voting times outlined [1][2] - Shareholders can vote through the Shenzhen Stock Exchange trading system and internet voting system [1][4] Voting Rights and Procedures - All shareholders registered by the close of trading on July 25, 2025, are entitled to attend and vote [2] - Shareholders holding more than 5% of shares, such as Mr. Liu Haiyun, will not exercise voting rights due to a commitment to waive them [2] - Proxy voting is allowed, and the proxy does not need to be a shareholder [2] Agenda Items - The main agenda item includes a proposal regarding guarantees provided by the controlling shareholder and related transactions [2][3] - Votes from minority investors will be counted separately, and results will be disclosed promptly [2] Registration and Attendance - Personal shareholders must present valid identification and proof of shareholding to attend [4][5] - Corporate shareholders must provide documentation proving their legal representative or authorized agent [5] - Remote shareholders can register via mail or fax, with a deadline set for July 29, 2025 [5] Online Voting Process - Detailed procedures for participating in online voting are provided, including identity verification requirements [7] - The voting process emphasizes that the first valid vote will be considered in case of duplicate submissions [7]
全筑股份: 2025年半年度业绩预告
Zheng Quan Zhi Xing· 2025-07-14 16:05
Group 1 - The company expects a net profit attributable to the parent company for the first half of 2025 to be approximately between -75 million yuan and -60 million yuan, indicating a loss compared to the same period last year [1][2] - The estimated net profit after deducting non-recurring gains and losses for the first half of 2025 is expected to be between -60 million yuan and -45 million yuan [1][2] - The previous year's financial performance showed a total profit of -334.73 thousand yuan and a net profit attributable to the parent company of -830.02 thousand yuan [1][2] Group 2 - The main reasons for the expected loss include increased non-recurring losses due to the disposal of an asset [2]
金 螳 螂: 第八届董事会第一次临时会议决议公告
Zheng Quan Zhi Xing· 2025-07-11 16:25
Group 1 - The company held its first temporary board meeting of the eighth session on July 11, 2025, with all seven directors present, and the meeting was deemed legal and effective [1] - Zhang Xinhong was elected as the chairman of the eighth board of directors, with a term starting from the date of the meeting until the end of the current board's term [1] - The meeting approved the formation of various specialized committees, including the Audit Committee, Nomination Committee, Compensation and Assessment Committee, Strategic Committee, and Risk Control and Compliance Committee, with specific members appointed to each [2] Group 2 - The company appointed Zhai Heng as the general manager, with a term starting from the date of the meeting until the end of the current board's term [2] - Wang Zhenlong was appointed as the deputy general manager and financial director, with the same term conditions [2] - Zhu Wenwen was appointed as the deputy general manager and board secretary, with her qualifications verified and approved by the board's nomination committee [3] Group 3 - Qian Ping was appointed as the internal audit head, and Wang Yang was appointed as the securities affairs representative, both with terms aligned with the current board's term [4][4] - All appointed personnel's qualifications were reviewed and approved by the respective committees, ensuring compliance with relevant laws and regulations [3][4] Group 4 - Zhang Xinhong, the newly elected chairman, has a background in engineering and has held various managerial positions within the company [6] - Zhai Heng, the new general manager, holds an EMBA and has extensive experience in the company's operations [7] - Wang Zhenlong, the financial director, is a certified public accountant with a master's degree in finance [8] - Zhu Wenwen, the board secretary, has a legal master's degree and has previously worked in significant legal and corporate roles [9]
金 螳 螂: 2025年第一次临时股东大会决议公告
Zheng Quan Zhi Xing· 2025-07-11 16:25
Meeting Overview - The first extraordinary general meeting of shareholders for 2025 was held on July 11, 2025, combining on-site and online voting methods [1] - The meeting was convened by the board of directors and chaired by Chairman Zhang Xinhong via video communication [1] Attendance and Voting - A total of 344 participants attended the meeting, representing 1,382,412,881 shares, which accounts for 52.0619% of the company's voting shares [2] - Among the attendees, 3 participants were present at the on-site meeting, while 341 were small investors and their authorized representatives, representing 76,237,569 shares or 2.8711% of the voting shares [2] Proposal Review and Voting Results - The proposals were reviewed and voted on using a combination of on-site and online voting [2] - The overall voting results showed that 1,353,192,824 shares (97.8863%) voted in favor, while 28,932,157 shares (2.0929%) opposed, and 0.0208% abstained [2] - For small shareholders, 47,017,512 shares (37.9500%) voted in favor, with 287,900 shares abstaining [2] Election of Directors - The meeting elected Zhang Xinhong, Zhu Ming, and Zhai Heng as non-independent directors for a term of three years [6] - The voting results for the election of non-independent directors showed 1,372,475,827 shares (99.2812%) in favor [6] Legal Opinion - The legal advisor, Shanghai Bingwen Law Firm, confirmed that the meeting's convening and voting procedures complied with relevant laws and regulations [8]
金 螳 螂: 2025年第一次临时股东大会法律意见书
Zheng Quan Zhi Xing· 2025-07-11 16:25
Core Viewpoint - The legal opinion issued by Shanghai Bingwen Law Firm confirms that the 2025 first extraordinary general meeting of shareholders of Suzhou Jin Tanglang Architectural Decoration Co., Ltd. was convened and conducted in compliance with relevant laws, regulations, and the company's articles of association [2][10]. Group 1: Meeting Procedures - The meeting was convened with a notice published 15 days prior, detailing the agenda, convenor, and voting procedures [3][4]. - The meeting was chaired by the company's chairman via video communication, and the meeting records were prepared and signed by the attendees [3][5]. Group 2: Attendance and Voting - A total of 3 shareholders attended the meeting in person, representing 1,306,175,312 shares, which is a significant portion of the company's total shares [5]. - An additional 341 shareholders participated through the internet voting system, representing 76,237,569 shares, accounting for 2.8711% of the total shares [5][6]. Group 3: Proposals and Voting Results - The proposals included the cancellation of the supervisory board, amendments to internal governance rules, and the election of the eighth board of directors [7][8]. - Proposal 1 received 1,353,192,824 votes in favor, representing 97.8863% of the valid votes [8]. - Proposal 2, which included multiple amendments, also received overwhelming support, with the highest approval rate being 99.7413% for the remuneration management system [8][9]. Group 4: Conclusion - The legal opinion concludes that all procedures, attendance qualifications, and voting results of the meeting were valid and in accordance with legal requirements [10].
金 螳 螂: 关于董事会完成换届选举及聘任高级管理人员等相关人员的公告
Zheng Quan Zhi Xing· 2025-07-11 16:25
Core Viewpoint - Suzhou Gold Mantis Construction Decoration Co., Ltd. held its first extraordinary general meeting of shareholders in 2025, resulting in the election of a new board of directors and the appointment of senior management personnel [1][2]. Group 1: Board of Directors - The eighth board of directors consists of 6 members, including 3 independent directors and 1 employee representative director [1]. - Non-independent directors include Mr. Zhang Xinhong (Chairman), Mr. Zhu Ming, and Mr. Zhai Heng; independent directors are Ms. Zhu Xuezheng, Mr. Yin Xin, and Mr. Yang Jun; the employee representative director is Ms. Zhang Siying [1]. - The term of the eighth board of directors is three years from the date of approval by the shareholders' meeting [1]. Group 2: Specialized Committees - The eighth board has established several specialized committees: Audit Committee, Nomination Committee, Compensation and Assessment Committee, Strategy Committee, and Risk Control and Compliance Committee [1]. - The Audit Committee is chaired by Ms. Zhu Xuezheng, who is a professional accountant, and includes Mr. Yang Jun and Mr. Zhang Xinhong [2]. - The Nomination Committee is chaired by Mr. Yang Jun, with members Mr. Yin Xin and Mr. Zhu Ming; the Compensation and Assessment Committee is chaired by Mr. Yin Xin, with members Mr. Yang Jun and Ms. Zhang Siying [2]. Group 3: Senior Management Appointments - Mr. Zhai Heng is appointed as the General Manager, Mr. Wang Zhenlong as the Deputy General Manager and Chief Financial Officer, and Ms. Zhu Wenwen as the Deputy General Manager and Board Secretary [2]. - Ms. Qian Ping is appointed as the Internal Audit Head, and Mr. Wang Yang as the Securities Affairs Representative [2]. - The term for the appointed senior management personnel is until the expiration of the eighth board's term [2].