Investment Overview - The company plans to invest CNY 28 million to establish a wholly-owned subsidiary named Anhui Wanwei Xingye Material Co., Ltd. [1][2] - The investment has been approved by the company's board of directors and does not require shareholder approval as it falls within the board's decision-making authority [2][4] Purpose of Investment - The establishment of the subsidiary aims to optimize resource allocation, enhance centralized procurement capabilities, reduce procurement costs, and minimize related party transactions [2][4] - The subsidiary will focus on centralized procurement and supply assurance, aligning with the company's long-term strategic development needs [2][4] Board Approval - The board of directors unanimously approved the investment proposal with 9 votes in favor, 0 against, and 0 abstentions [2][4] - The investment amount does not exceed 10% of the company's most recent audited net assets, thus falling within the board's investment decision-making authority [2][4] Impact on the Company - The new subsidiary will independently handle procurement operations, which is expected to enhance the company's bargaining power and reduce costs [4] - This investment aligns with the company's strategic goals and is anticipated to improve overall competitiveness without adversely affecting financial status or operational results [4] Current Status of the Subsidiary - The subsidiary is currently in the preparatory stage, and specific details will be finalized upon approval from the market supervision and management department [2][3]

Core Viewpoint - Tianmao Industrial Group Co., Ltd. plans to voluntarily withdraw its A-share listing on the Shenzhen Stock Exchange due to significant uncertainties arising from business restructuring, aiming to protect the interests of minority shareholders [1][6][14] Company Overview - Company Name: Tianmao Industrial Group Co., Ltd. - Stock Listing Location: Shenzhen Stock Exchange - Stock Abbreviation: *ST Tianmao - Stock Code: 000627 - Registered Capital: 494,062.92 million yuan - Business Scope: Import and export of goods, production and sales of chemical products, and sales of building materials [1][4] Historical Background - The company was originally established as Hubei Zhongtian Co., Ltd. and underwent several name changes and capital increases, with the latest total share capital being 494,062.92 million shares [2][3] Financial Performance - Total Revenue for the first nine months of 2024: 3,359,611.86 million yuan, down from 4,969,887.37 million yuan in 2023 - Net Profit attributable to shareholders: -33,310.49 million yuan for 2024, compared to -65,175.85 million yuan in 2023 - Total Assets: 28,515,362.11 million yuan, with a total liability of 24,914,875.13 million yuan, resulting in a debt ratio of 87.37% [5][6] Voluntary Delisting Plan - The company intends to withdraw its A-share listing through a shareholder resolution and will apply to transfer to the National Equities Exchange and Quotations (NEEQ) for management in the delisting section [6][12] - The decision has been approved by the company's board and will be submitted for shareholder approval [7][8] Shareholder Protection Mechanism - A cash option will be provided to dissenting shareholders, allowing them to receive cash compensation for their shares, excluding certain major shareholders [9][10] - The cash option price is set at 1.60 yuan per share, with specific conditions for exercising this option [10][11] Post-Delisting Strategy - After delisting, the company aims to maintain operational stability and protect shareholder rights, with no immediate plans for major asset restructuring or re-listing [12][14] - The company will select a qualified securities firm to manage the transfer of shares in the delisting section [13]

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and Securities Law of the People's Republic of China [2] - The company aims to maintain the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [1] - The registered capital of the company is RMB 4,904,139,165 [3] Chapter Summaries Chapter 1: General Provisions - The articles of association serve as a legally binding document for the company, shareholders, directors, and senior management [4] - The company is a permanent joint-stock limited company [3] Chapter 2: Business Objectives and Scope - The company's business objectives emphasize modernization, group development, and internationalization to benefit all shareholders [13] - The approved business scope includes import and export of goods and technology, production and sales of chemical products, and sales of building materials [14] Chapter 3: Shares - The company issues shares in the form of stocks, ensuring equal rights for each share of the same category [15][16] - The total number of issued shares is 4,904,139,165, all of which are ordinary shares [6] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, request meetings, supervise operations, and transfer their shares [33] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [47] Chapter 5: Directors and Board of Directors - The chairman of the board serves as the legal representative of the company [8] - The board of directors is responsible for the overall management and decision-making of the company [8] Chapter 6: Senior Management - Senior management includes the general manager, deputy general managers, board secretary, and financial officer [4] Chapter 7: Financial Accounting System, Profit Distribution, and Audit - The company must establish a financial accounting system and conduct internal audits [7] Chapter 8: Notices and Announcements - The company is required to issue notices and announcements in accordance with legal regulations [8] Chapter 9: Merger, Division, Capital Increase, Decrease, Dissolution, and Liquidation - The company can increase or decrease capital based on shareholder resolutions and legal regulations [22] Chapter 10: Amendment of Articles - Amendments to the articles of association require approval from the shareholders' meeting [32] Chapter 11: Supplementary Provisions - The articles of association include provisions for the rights and obligations of shareholders and the company [4]

Core Points - The article outlines the articles of association for Zhejiang Xinkai Technology Group Co., Ltd, detailing the company's establishment, capital structure, and governance framework [1][2][3]. Group 1: Company Overview - Zhejiang Xinkai Technology Group Co., Ltd was established as a joint-stock company through the overall transformation of Hangzhou Xinkai Industrial Co., Ltd [1]. - The company is registered with a capital of RMB 93,739,560 [2]. - The company aims to operate legally and with integrity, focusing on customer needs and continuous innovation to enhance management and competitiveness [3][4]. Group 2: Share Issuance and Capital Management - The company issued 23,434,890 shares to the public on January 15, 2025, and was listed on the Shenzhen Stock Exchange on April 15, 2025 [1]. - The shares are issued in the form of stocks, adhering to principles of fairness, justice, and openness [5]. - The company has a total of 93,739,560 shares issued, all of which are ordinary shares [5][6]. Group 3: Governance and Management - The board of directors is responsible for executing company affairs, and the legal representative is elected by the board [2][3]. - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [3]. - Shareholders have the right to sue the company, its directors, and senior management under the provisions of the articles of association [3][4]. Group 4: Shareholder Rights and Responsibilities - Shareholders are entitled to dividends and have the right to participate in decision-making processes, including voting on significant company matters [11][12]. - The company must maintain a shareholder register, which serves as proof of share ownership [11]. - Shareholders are obligated to comply with laws and the articles of association, and they cannot withdraw their capital except as legally permitted [16][17].

Group 1 - The company, Zhejiang Xinkai Technology Group Co., Ltd., has approved a proposal to change its registered capital and company type, which will be submitted to the shareholders' meeting for review [1] - The company has completed its initial public offering (IPO) of 23.43489 million shares, increasing its total shares from 70.30467 million to 93.73956 million [1][2] - The company type has changed from "other joint-stock company (non-listed)" to "joint-stock company (listed)" following the IPO [1] Group 2 - The company plans to revise its articles of association to reflect the changes resulting from the IPO, including updating the registered capital and share structure [2] - Specific amendments include changing the registered capital from RMB 70,304,670 to RMB 93,739,560 and updating the listing date to April 15, 2025 [2] - The company will also revise provisions related to the responsibilities and powers of the legal representative and the board of directors [2][3] Group 3 - The company’s business scope includes industrial investment, chemical product sales, and technology services, with restrictions on engaging in public financing without regulatory approval [4] - The company has outlined its obligations to comply with laws and regulations, ensuring that shareholders do not abuse their rights to harm the company or other shareholders [8] - The company emphasizes the importance of maintaining the independence of its operations and protecting the interests of all shareholders, particularly in transactions involving major assets or capital changes [8][9]

General Provisions - Zhejiang Xinkai Technology Group Co., Ltd. is established as a joint-stock company according to the Company Law and other relevant regulations, with a registered capital of RMB 93,739,560 [2][3] - The company was approved for public offering of 23,434,890 shares on January 15, 2025, and is set to be listed on the Shenzhen Stock Exchange on April 15, 2025 [3][4] - The company aims to protect the legal rights of shareholders and creditors while regulating its organization and behavior [1][2] Business Objectives and Scope - The company's business objective is to operate legally and with integrity, focusing on customer needs and continuous innovation to enhance management and competitiveness, aiming to become a globally recognized brand [3][4] - The business scope includes the sale and production of chemical products, stationery manufacturing, pigment and dye sales, hardware wholesale, building materials sales, and various technical services [4][5] Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1.00 [4][5] - The total number of shares issued is 93,739,560, all of which are ordinary shares [5][6] - The company adheres to principles of fairness, justice, and openness in share issuance, ensuring equal rights for all shareholders of the same class [4][5] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, supervise company operations, and access company documents [10][11] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [14][15] - The company establishes a shareholder register based on records from the securities registration agency, which serves as proof of share ownership [10][11] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [21][22] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [23][24] - The company must provide adequate notice of meetings, including details on time, location, and agenda, ensuring transparency and accessibility for shareholders [26][27] Financial Assistance and Guarantees - The company may provide financial assistance for acquiring its shares, subject to certain limits and board approval [5][6] - Any guarantees provided by the company must be approved by the board and, in some cases, by the shareholders, especially if they exceed specified thresholds [18][19] - The company is required to disclose information regarding significant transactions and guarantees to maintain transparency with shareholders [20][21]

证券代码：002584 证券简称：西陇科学 公告编号：2025-005 西陇科学股份有限公司 关于合并报表范围内提供担保的进展公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、误 导性陈述或重大遗漏。 一、 担保情况概述 2024 年 4 月 25 日，西陇科学股份有限公司（以下称"西陇科学"或"公司"） 第六届董事会第二次会议审议通过了《关于公司及子公司对 2024 年度融资授信 提供担保的议案》。2024 年度，根据公司及子（孙）公司的生产经营和资金需求 情况，公司及子（孙）公司为合并报表范围内公司向金融机构申请融资授信提供 担保，担保额度总计不超过人民币 35 亿元。公告内容详见公司 2024 年 4 月 27 日 于指定信息披露媒体披露的《关于公司及子公司对 2024 年度融资授信提供担保 的公告》（公告编号：2024-030），本议案由公司 2023 年度股东大会表决通过。 2024 年 10 月 11 日，公司第六届董事会第五次会议审议通过了《关于增加对 子公司担保额度的公告》，本次增加担保额度后，2024 年度公司及子（孙）公司 为合并报表范围内公司向金融机构申请融资 ...