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龙大美食: 北京中伦(成都)律师事务所关于山东龙大美食股份有限公司可转换公司债券回售的法律意见书
Zheng Quan Zhi Xing· 2025-07-13 08:12
Group 1 - The legal opinion letter is issued by Beijing Zhonglun (Chengdu) Law Firm regarding the repurchase of convertible bonds by Shandong Longda Meishi Co., Ltd. [1] - The company has provided necessary and authentic materials for the issuance of the legal opinion letter, ensuring that all documents are true, accurate, complete, and valid [3][4] - The legal opinion is limited to domestic legal issues related to the repurchase of convertible bonds and does not cover financial, accounting, or overseas matters [4][5] Group 2 - The company has obtained internal approvals and authorizations for the public issuance of A-share convertible bonds, including various resolutions and feasibility reports [6][7] - The China Securities Regulatory Commission approved the public issuance of convertible bonds totaling 950 million yuan, with a term of 6 years [7][8] - The convertible bonds, named "Longda Convertible Bonds," were listed and began trading on August 7, 2020 [8] Group 3 - According to the regulations, bondholders have the right to repurchase their bonds under certain conditions, including a drop in stock price below 70% of the conversion price [8][9] - The specific conditions for the repurchase state that if the stock price falls below 6.51 yuan per share, bondholders can exercise their repurchase rights [9] - The company is currently in the last two interest years of the convertible bonds, and the repurchase conditions have been met [9][10] Group 4 - The legal opinion concludes that bondholders can repurchase their convertible bonds according to the relevant regulations and the terms outlined in the offering document [10]
9个河南人,撑起中国食品半边天
36氪· 2025-07-11 15:25
Core Viewpoint - The article highlights the significant contributions of nine prominent figures from Henan in various sectors of the food industry, showcasing their innovative spirit and resilience in building successful brands that have become integral to China's food landscape [4][37]. Group 1: Seasoning Industry - Wang Shouyi transformed a family seasoning recipe into a national brand, "Wang Shouyi Thirteen Spices," achieving annual sales of 5 billion with a registered capital of 80 million by 2003 [6][8]. - The brand emphasizes quality control, sourcing specific ingredients from designated regions, ensuring high standards [7][9]. Group 2: Instant Food Industry - Yao Zhongliang revitalized the struggling Bai Xiang brand, turning it into a leading player in the instant food market by recruiting skilled talent and aggressively marketing the product [10][12]. - Bai Xiang has become a significant competitor in the instant food sector, contributing to Henan's food industry reputation [13]. Group 3: Beverage Industry - Zhang Hongchao founded "Mixue Ice City," which quickly gained popularity for its affordable and delicious beverages, expanding through a strict franchise model [14][16]. - The brand has successfully entered international markets, with notable sales performance in its first overseas store [16]. Group 4: Alcohol Industry - Zhang Tieshan established Jin Xing Beer, focusing on quality and differentiation in a market dominated by foreign brands, achieving a 65% market share in Henan [20][21]. - The brand has expanded nationally and is recognized for its quality and competitive pricing [20]. Group 5: Snack Industry - Shi Jubin founded "Haoxiangni," leading the red date industry with innovative products and a focus on quality sourcing, achieving over 30% market share [22][24]. - The brand promotes red date culture and has successfully penetrated international markets [24]. Group 6: Candy Industry - Zhao Qisan launched Jin Si Hou candy, which became popular with its milk candy, achieving sales exceeding 2 billion in 2008 [25][27]. - The brand has expanded its operations and continues to innovate with new products [27]. Group 7: Frozen Food Industry - Chen Zemin founded Sanquan Foods, pioneering the frozen food category in China with innovative products like frozen dumplings and tangyuan [28][30]. - The company has grown to become a leader in the frozen food sector, significantly impacting the industry [31]. Group 8: Ice Cream Industry - Zhang Zhenqing established Tianbing, focusing on affordable and high-quality ice cream, gaining a substantial market share in the cold drink sector [32][34]. - The brand emphasizes product innovation and consumer accessibility [34]. Group 9: Meat Industry - Wan Long led Shuanghui through a significant transformation, achieving over 180 billion in annual revenue and a 25% market share in the meat industry [36]. - The company has expanded globally, becoming a major player in the meat processing sector [36].
得利斯集团有限公司受邀参加中国肉制品行业大会分享食品安全实践成果
Core Viewpoint - The conference focused on the high-quality development of the meat products industry, emphasizing food safety and industry standards, with DeLis Group sharing its practices and commitments in this area [1][2]. Group 1: Food Safety Practices - DeLis Group implements a rigorous food safety management system through daily control, weekly inspections, and monthly assessments to ensure risk management throughout the production process [1]. - The company has upgraded its production facilities and optimized processes, establishing a comprehensive food safety traceability system that accurately records every step from raw material procurement to sales [1]. - DeLis Group strictly adheres to regulations regarding raw material sourcing, collaborating only with reputable suppliers to ensure product quality [1]. Group 2: Commitment to Quality and Transparency - The company emphasizes its commitment to integrity in operations, accepting supervision from government, media, and consumers, and proactively disclosing production information to uphold consumer rights [2]. - DeLis Group is responding to the China Meat Association's initiative to enhance meat safety, committing to full-process quality control and technological innovation to provide safe and nutritious meat products [2]. - The company calls for collaboration within the industry to build a more robust food safety assurance system, aiming to elevate the meat products sector to a new stage of high-quality development [2].
市场监管总局指导行业协会发出 守护肉品安全倡议
news flash· 2025-07-10 11:02
自觉遵纪守法生产经营肉制品。坚决抵制采购和使用来源不明、未经检验检疫或者检验检疫不合格的原 料肉,以及过期肉、走私肉、淋巴肉等;坚决抵制生产经营"两超一非"肉制品;坚决抵制以其他畜禽肉 生产假冒牛(羊、驴)肉制品,以预制调理肉制品冒充"纯肉";坚决抵制食品配料表标识与生产实际投 料不符、食品标签欺骗误导消费者等肉制品掺杂掺假、以假充真、以次充好、虚假宣传行为。 坚持诚信为本接受全社会监督。坚持诚信为本,尚德守法,自觉接受政府、媒体和社会公众的监督,自 觉履行企业社会责任和义务,维护消费者合法权益,坚决杜绝不正当竞争、"内卷式"竞争,携手共同维 护肉制品行业健康发展。 智通财经7月10日电,市场监管总局近日指导中国肉类协会联合地方肉类行业协会,以及大型肉制品生 产经营企业等共百家单位,面向肉制品全行业发出"共铸肉品安全 同护百姓餐桌"倡议,倡导推动肉制 品全行业严格落实食品安全主体责任,提供安全、优质的肉制品,让人民群众吃得放心、吃得安心。倡 议主要包括三个方面: 严格落实食品安全主体责任。全面落实《食品生产经营企业落实食品安全主体责任监督管理规定》,扎 实做好食品安全风险管控工作,切实保障肉制品安全。严格按照 ...
双汇全链智控构筑食品安全坚固防线
Core Viewpoint - The article highlights the efficient and safe food supply chain of Shuanghui, a leading meat processing company in China, showcasing its advanced technology and comprehensive quality control system that ensures food safety and product quality across the entire industry chain [1][2][4]. Group 1: Production Efficiency - Shuanghui's modern meat processing bases in 18 provinces can deliver fresh meat to consumers within 13 hours from the time pigs are received [1]. - The company slaughters 15 million pigs and processes 300 million chickens annually, with a total meat production and sales volume of nearly 4 million tons, averaging over 10,000 tons sold daily [1]. - A newly upgraded production line, costing 240 million yuan, significantly reduces manual intervention, thereby minimizing quality fluctuations and food safety risks [1]. Group 2: Technological Advancements - Shuanghui has invested 500 million yuan in digital and intelligent technology to enhance its slaughtering and processing lines, including AI identification systems and intelligent temperature control [2]. - The introduction of a unique imaging grading system for pork, utilizing high-definition scanning and AI algorithms, allows for automatic assessment of meat quality [2]. - The automation of data collection and analysis throughout the production process improves efficiency and product quality [2]. Group 3: Quality Control System - Shuanghui has established a comprehensive quality control system based on the philosophy of "prevention first, risk management, full participation, and full control," supported by over 200 quality management documents [3]. - The company employs more than 400 quality control personnel across the supply chain, implementing a strict quality veto system [2][3]. - Shuanghui's internal control system is continuously optimized through regular internal and external audits, ensuring adherence to high standards [3]. Group 4: Supply Chain Management - The company implements a "three evaluations" mechanism and "three no" control measures for supplier selection, effectively mitigating safety risks from the source [3]. - Shuanghui operates over 50 testing laboratories equipped with advanced detection equipment valued at 120 million yuan, conducting extensive testing on raw materials and finished products [3]. - A standardized control system and information technology ensure safe transportation of products, monitored through 10 intelligent control points [3][4]. Group 5: Market Reach and Consumer Commitment - Shuanghui's information platforms enable full traceability across the supply chain, reinforcing its commitment to food safety for consumers [4]. - The company's quality management system not only supports its domestic market expansion but also positions it for international market entry [4].
金字火腿: 董事会审计委员会工作细则
Zheng Quan Zhi Xing· 2025-06-30 16:24
Core Points - The establishment of the Audit Committee aims to enhance the decision-making function of the board and ensure effective supervision of the management team [1][2] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [1][3] Group 1: Committee Structure - The Audit Committee consists of three directors who are not senior management, including two independent directors [2] - The chairperson of the committee must be an independent director with accounting expertise [2] - The committee's term aligns with that of the current board, and members can be re-elected [2] Group 2: Responsibilities and Authority - The committee is tasked with overseeing external audit work, proposing the hiring or replacement of external auditors, and evaluating internal audit functions [3][4] - It must review the company's financial reports and ensure their accuracy and completeness, focusing on significant accounting and auditing issues [4][5] - The committee has the authority to propose changes in accounting policies and to supervise the implementation of corrective measures for any identified issues [5][6] Group 3: Internal Audit Oversight - The committee oversees the internal audit department, which reports directly to it and is responsible for evaluating the effectiveness of internal controls [6][7] - The internal audit department must conduct checks at least biannually and report any violations or irregularities to the committee [6][8] - The committee is responsible for assessing the internal control effectiveness and reporting any significant deficiencies to the board [7][8] Group 4: Meeting Procedures - The committee is required to meet at least quarterly, with additional meetings called as necessary [10][11] - A quorum for meetings requires the presence of at least two members, and decisions must be made by a majority vote [11][12] - All meeting proceedings must be documented accurately, and records are to be maintained for ten years [12][13]
金字火腿: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-06-30 16:24
General Principles - The company establishes a system to ensure that related party transactions are conducted fairly, justly, and transparently, protecting the interests of the company and all shareholders [1] - Related party transactions include the transfer of resources or obligations between the company and its controlling subsidiaries and related parties [1] Related Parties and Transactions - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those controlling 5% or more of the company's shares [1][3] - The types of related party transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, and various other agreements that may transfer resources or obligations [2] Decision-Making Procedures - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [4][8] - Transactions over 30,000 RMB with natural persons or 3,000,000 RMB with legal entities that exceed 0.5% of the company's latest audited net assets must be approved by a majority of independent directors [4] Disclosure and Approval Requirements - Transactions exceeding 30,000,000 RMB and 5% of the company's latest audited net assets require independent evaluation and disclosure of the audit or assessment report [4] - Related directors must abstain from voting on transactions, and a majority of non-related directors must be present for the meeting to proceed [5][6] Financial Assistance and Guarantees - The company is generally prohibited from providing financial assistance to related parties, with specific exceptions for affiliated companies under certain conditions [7] - Guarantees provided to related parties must be approved by a majority of non-related directors and submitted for shareholder approval [7] Daily Related Transactions - For frequent daily transactions, the company can estimate annual amounts and must disclose any amounts exceeding these estimates [10][23] - The company must disclose the nature of related transactions, including parties involved, transaction details, and pricing basis [25] Exemptions from Obligations - Certain transactions, such as cash subscriptions for public offerings or transactions under equal conditions with non-related parties, may be exempt from some obligations [11]
金字火腿: 公司章程(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:24
Core Points - The company Jinzi Ham Co., Ltd. was established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [1][2] - The company was approved by the China Securities Regulatory Commission to issue 18.5 million shares of common stock to the public and was listed on the Shenzhen Stock Exchange on December 3, 2010 [2] - The registered capital of the company is RMB 1,210,614,164 [2] Chapter Summaries General Principles - The articles of association aim to protect the rights and interests of the company, shareholders, employees, and creditors, and to regulate the company's organization and behavior [1] - The company is a permanent joint-stock company established under relevant laws [2] Business Objectives and Scope - The company's business objectives include adhering to the principle of "integrity-based, stable operation," focusing on ham, meat products, and food as core businesses, and striving for sustainable development [4] - The business scope includes food production and sales, internet sales, import and export of goods, and investment management among others [4] Shares - The company's shares are issued in the form of stocks, and the issuance follows principles of openness, fairness, and justice [5] - The total number of shares issued at the company's establishment was 50 million, with a par value of RMB 1 per share [5][6] - The company has issued a total of 1,210,614,164 shares, all of which are common shares [7] Shareholder and Shareholder Meeting - Shareholders have rights to dividends, request meetings, supervise the company's operations, and transfer their shares [13][14] - The company must hold an annual general meeting within six months after the end of the previous fiscal year [48] - The company can hold temporary shareholder meetings under specific circumstances, such as when the number of directors is insufficient [49] Board of Directors and Management - The board of directors is responsible for the company's operations and must act in the best interests of the company and its shareholders [3] - The company must appoint a legal representative from among the directors [3] Financial Accounting and Auditing - The company must establish a financial accounting system and conduct internal audits [7] - The appointment of accounting firms must be approved by the shareholders' meeting [7] Amendments to Articles - The articles of association can be amended following the procedures outlined in the Company Law and the company's regulations [9] Miscellaneous Provisions - The company must comply with laws and regulations regarding the transfer of shares and the rights of shareholders [11][12] - The company is required to disclose information in accordance with legal obligations and ensure transparency in its operations [15]
金字火腿: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-06-30 16:24
General Provisions - The company establishes a system to regulate the management of resignations of directors and senior management, ensuring governance stability and protecting shareholders' rights [1] - This system applies to all directors (including independent directors) and senior management personnel regarding resignation, term expiration, and dismissal [1] Resignation Conditions and Effectiveness - Directors can resign before their term expires by submitting a written resignation report, effective upon receipt by the board, with disclosure required within two trading days [2] - Directors automatically resign if not re-elected upon term expiration, and shareholders can dismiss directors with immediate effect [2] - Senior management can also resign before their term expires, with specific procedures outlined in their labor contracts [2] Transfer Procedures and Unresolved Matters - Resigning directors and senior management must transfer all company-related documents and assets within three working days after resignation [3] - If the resigning personnel are involved in significant investments or financial decisions, an audit committee may initiate a departure audit [3] - The company can require resigning personnel to fulfill any outstanding public commitments, with the right to seek compensation for any losses incurred [3] Obligations of Resigning Directors and Senior Management - The loyalty obligations of directors and senior management remain effective for two years after their term ends [4] - There are restrictions on the transfer of shares during and after their tenure, with a limit of 25% of total shares held per year during their term and a six-month restriction post-resignation [4] - Resigning personnel must cooperate with the company in follow-up investigations regarding significant matters during their tenure [4] Accountability Mechanism - The board will review specific accountability plans for resigning personnel who fail to fulfill commitments or violate loyalty obligations [5] - Resigning personnel can appeal the accountability decisions within 15 days, but this does not affect the company's ability to take protective measures [5] Supplementary Provisions - Any matters not covered by this system will be governed by relevant national laws, regulations, and the company's articles of association [6] - The board is responsible for interpreting this system, which takes effect upon approval by the board [6]
金字火腿: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-06-30 16:24
Core Viewpoint - The company establishes a comprehensive system for external guarantees to protect investor interests and mitigate risks associated with external guarantees [1][2]. Group 1: General Principles - The company aims to maintain investor interests and regulate external guarantee behaviors to prevent risks and ensure asset safety [1]. - External guarantees are defined as guarantees provided by the company and its subsidiaries for others, including guarantees for subsidiaries [1]. - External guarantees must be uniformly managed, requiring board or shareholder approval for any contracts or agreements [1][2]. Group 2: Principles and Review of Guarantee Objects - External guarantees should adhere to principles of legality, prudence, mutual benefit, and safety, with strict risk control [2]. - The company cannot provide guarantees for controlling shareholders or their affiliates without shareholder approval, and such guarantees must be backed by counter-guarantees [2][3]. - Guarantees are primarily provided for subsidiaries, with strict procedures for guarantees outside this scope [2][3]. Group 3: Approval Process and Authority - The highest decision-making body for external guarantees is the shareholders' meeting, with the board exercising decision-making authority based on company regulations [6]. - Guarantees exceeding 10% of the latest audited net assets or 50% of total assets require shareholder approval [6][7]. - The board must analyze the credit status of the debtor and the associated risks before approving guarantees [3][5]. Group 4: Management and Responsibilities - The finance department is responsible for conducting credit investigations and managing guarantee procedures [36]. - Legal advisors assist in handling legal matters related to guarantees and ensure compliance with regulations [37]. - The company must take necessary measures to control risks if the debtor shows signs of losing repayment ability [16]. Group 5: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with relevant regulations [47]. - If a debtor fails to fulfill repayment obligations within fifteen trading days, the company must disclose this information [49]. - The company must ensure confidentiality of guarantee information until it is legally disclosed [52].