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丰乐种业: 合肥丰乐种业股份有限公司向特定对象发行A股股票募集说明书(修订稿)
Zheng Quan Zhi Xing· 2025-06-09 12:36
Core Viewpoint - Hefei Fengle Seed Industry Co., Ltd. is planning to issue A-shares to specific investors to raise funds for working capital and repaying bank loans, subject to regulatory approvals [1][2][3]. Group 1: Issuance Details - The issuance price is set at 5.91 yuan per share, which is not less than 80% of the average trading price over the last 20 trading days prior to the pricing date [3]. - The total amount raised will be used entirely for supplementing working capital and repaying bank loans after deducting relevant issuance costs [3]. - The shares acquired through this issuance will be subject to a lock-up period of 36 months from the date of issuance [3][4]. Group 2: Shareholder Structure - The controlling shareholder of the company is Guotou Seed Industry Technology Co., Ltd., which is wholly owned by the State Development Investment Corporation [12][13]. - The company underwent a change in controlling shareholder from Hefei Construction Investment Holding Group to Guotou Seed Industry in April 2024 [13]. Group 3: Financial Performance - The company reported a net cash flow from operating activities of 396.0586 million yuan, indicating a downward trend in cash flow due to increased operational expenditures and rising inventory [7]. - The company's inventory at the end of the reporting period was valued at 989.2043 million yuan, representing 45.13% of its current assets, which poses a risk of inventory impairment [8]. Group 4: Industry Characteristics - The seed industry is sensitive to climate conditions, making it vulnerable to natural disasters that can affect seed production quality and yield [7]. - The company operates under a "company + base + farmer" model, where it collaborates with production bases and farmers to produce seeds [7]. - The agricultural sector, including seed production, is regulated by the Ministry of Agriculture and Rural Affairs, which oversees seed quality and production standards [16][17].
聚焦合成生物香料产业!聚维元创携手亚香股份战略合作
合成生物学与绿色生物制造· 2025-06-05 10:36
【SynBioCon】 获悉,6月4日,苏州聚维元创生物科技有限公司(以下简称"聚维元创")与昆山亚香香料股份有限公司(以下简称"亚香股份")在聚 维元创苏州总部成功举行战略合作签约仪式。此次合作标志着 合成生物学技术、AI技术与传统香精香料产业 的深度融合,双方将围绕 生物基香精香料 原料 的协同创新、绿色制造路径探索及国际市场布局等方向,开展系统性合作对接。 全球 生物基 和 生物制造 产业服务平台 www.bio-basedlink.net 作为国际领先的合成生物科技企业,聚维元创以自主构建的底盘细胞库、高通量基因编辑平台和 AI 蛋白质工程体系,持续突破生物制造产业链关键瓶 颈。未来,聚维元创将充分发挥" 秸秆基生物制造柔性平台 "优势,实现从设计到研发到量产的高效转化,为生物合成香精香料的非粮规模化生产打开 新空间。 此次合作不仅是一次技术与产业的战略联动,也是在"双碳"目标引领下推动中国制造高端化、绿色化、国际化转型的重要实践。未来,双方将以"低碳 替代、高值创新"为核心理念,携手打造全球领先的生物合成香精香料联合创新平台,加速绿色产品从实验室走向市场终端,助推香精香料行业迈入绿 色智能新纪元。 ...
中草香料换手率23.31%,龙虎榜上榜营业部合计净买入511.19万元
Core Viewpoint - Zhongcao Spices (920016) experienced a significant increase of 6.85% in its stock price, with a trading volume turnover rate of 23.31% and a total transaction value of 174 million yuan on the day of reporting [2] Trading Activity Summary - The stock was listed on the North Exchange due to its turnover rate reaching 23.31%, with a net buying amount of 5.11 million yuan from brokerage seats [2] - The top five brokerage seats accounted for a total transaction value of 32.79 million yuan, with a buying transaction value of 18.95 million yuan and a selling transaction value of 13.84 million yuan, resulting in a net buying of 5.11 million yuan [2] - The largest buying brokerage was Dongfang Caifu Securities, Lhasa Tuanjie Road First Securities Office, with a buying amount of 3.98 million yuan, while the largest selling brokerage was Dongfang Caifu Securities, Lhasa Donghuan Road First Securities Office, with a selling amount of 2.68 million yuan [2] Detailed Brokerage Activity - The top five buying brokerages and their respective buying amounts (in ten thousand yuan) are as follows: - 1st: Dongfang Caifu Securities, Lhasa Tuanjie Road First Securities Office - 398.16 - 2nd: Shanghai Securities, Ningbo Beilun Xindalu Securities Office - 318.00 - 3rd: Dongfang Caifu Securities, Lhasa Tuanjie Road Second Securities Office - 305.46 - 4th: Guotai Junan Securities, Nanning Minzu Avenue Securities Office - 284.90 - 5th: Ping An Securities, Shenzhen Shennan East Road Luohu Business Center Securities Office - 282.84 [2] - The top five selling brokerages and their respective selling amounts (in ten thousand yuan) are as follows: - 1st: Dongfang Caifu Securities, Lhasa Donghuan Road First Securities Office - 268.50 - 2nd: Dongfang Caifu Securities, Lhasa Donghuan Road Second Securities Office - 218.38 - 3rd: Shenwan Hongyuan Securities, Ningbo Branch - 215.42 - 4th: China Galaxy Securities, Foshan Shunde Daliang Securities Office - 194.02 - 5th: Dongfang Caifu Securities, Lhasa Tuanjie Road First Securities Office - 192.11 [2]
亚香股份: 股东会议事规则
Zheng Quan Zhi Xing· 2025-05-27 12:23
General Principles - The rules are established to protect the legal rights of all shareholders of Kunshan Yaxiang Fragrance Co., Ltd. and ensure the effective operation of the shareholders' meeting [1][2] - The shareholders' meeting shall exercise its powers within the scope defined by the Company Law and the company's articles of association [2][3] Shareholders' Meeting Organization - The shareholders' meeting is divided into annual and temporary meetings, with the annual meeting held within six months after the end of the previous fiscal year [4][5] - If the meeting cannot be held within the specified time, the company must report to the China Securities Regulatory Commission and the stock exchange, explaining the reasons [5][6] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be clearly defined [14] - Shareholders holding 1% or more of the company's shares can submit proposals at least 10 days before the meeting [15][16] Meeting Procedures - The meeting must be held at the company's registered address or another designated location, and provisions must be made for shareholders to participate via secure and convenient methods [22][23] - Shareholders can attend in person or appoint proxies to vote on their behalf [9][10] Voting and Resolutions - Each share carries one vote, and the voting results must be disclosed promptly [44][45] - Ordinary resolutions require a simple majority, while special resolutions require at least two-thirds of the votes [56][57] Record Keeping and Disclosure - Meeting records must include details such as the time, location, agenda, and attendance [64] - The company is responsible for disclosing resolutions in accordance with relevant laws and regulations [73][74] Amendments to Rules - The rules may be amended in response to changes in laws or the company's articles of association [77][78] - The board of directors has the authority to interpret these rules [82]
亚香股份: 高级管理人员薪酬与考核制度
Zheng Quan Zhi Xing· 2025-05-27 12:23
General Principles - The purpose of the compensation and assessment system is to enhance the responsibility of senior management, establish an incentive and restraint mechanism, and improve business performance and management levels [1] - The system applies to senior management personnel, including the general manager, deputy general managers, board secretary, and financial director [1] - Compensation is based on economic indicators and comprehensive management, with quarterly and annual assessments aligned with the company's operational goals [1] - The principles of compensation and performance assessment include aligning with long-term company interests, combining labor distribution with responsibilities, and ensuring fairness and balance in compensation levels [1] Management Structure - The Board's Compensation and Assessment Committee is responsible for guiding the compensation and assessment of senior management [2] - The Human Resources Department manages the daily operations of senior management compensation, while the Finance Department provides performance data [2] - The Compensation and Assessment Committee drafts or proposes modifications to the compensation management system and reviews annual performance assessment plans [2] Compensation Composition and Determination - The annual performance assessment period runs from January 1 to December 31 [3] - Senior management compensation consists of a base salary and performance bonuses [3] - Compensation levels are proportional to responsibilities, risks, and overall company performance [3] Performance Assessment Procedures - The Compensation and Assessment Committee checks the performance of senior management and conducts assessments based on established guidelines [4] - Performance assessments are based on audited annual reports and data from relevant departments [4] - The committee confirms the annual performance distribution plan within six months after the year-end assessment [4] Compensation Distribution - Base salaries for senior management are distributed monthly according to company policies [5] - A responsibility accountability system is in place for senior management, with penalties for significant losses due to negligence or poor decision-making [5] - Specific conditions under which performance bonuses will not be awarded are outlined, including severe violations of company policies and legal penalties [5] Other Incentives - The company may implement stock incentive plans based on job responsibilities and performance indicators [5] - Additional reward and punishment measures for senior management can be proposed by the Compensation and Assessment Committee and approved by the Board [5] Miscellaneous - The system will be updated in accordance with changes in national laws and regulations [5] - The Board is responsible for interpreting the system, which takes effect upon approval [5]
亚香股份: 防范控股股东、实际控制人及其他关联方资金占用制度
Zheng Quan Zhi Xing· 2025-05-27 12:23
Core Points - The company establishes a long-term mechanism to prevent the controlling shareholder, actual controller, and other related parties from occupying company funds [1][3] - The system defines two types of fund occupation: operational fund occupation and non-operational fund occupation [2][3] - The company emphasizes the obligation of the controlling shareholder and actual controller to act in good faith and not harm the interests of the company and its shareholders [3][5] Summary by Sections - **Definition of Fund Occupation**: Operational fund occupation refers to fund occupation arising from related transactions in production and operation, while non-operational fund occupation includes payments for wages, benefits, and other expenses on behalf of the controlling shareholder or actual controller [2] - **Scope of Application**: The system applies to subsidiaries included in the company's consolidated financial statements, ensuring that fund transactions between the controlling shareholder, actual controller, and subsidiaries adhere to this system [3][4] - **Prohibition of Fund Provision**: The company is prohibited from providing funds directly or indirectly to the controlling shareholder or actual controller for various expenses, including wages and debt repayment [5][6] - **Decision-Making Process**: All related transactions must be conducted according to the company's articles of association and related management systems, with strict decision-making processes in place [4][6] - **Audit and Oversight**: The company’s board of directors, audit committee, and financial departments are responsible for regular checks on fund transactions to prevent non-operational fund occupation [4][5] - **Legal Measures**: In cases of asset infringement by the controlling shareholder or actual controller, the board can take legal action, including freezing shares to recover occupied assets [6][7] - **Responsibilities of Management**: Company directors and senior management are obligated to protect company funds from being occupied by the controlling shareholder and must face consequences for negligence [6][8] - **Regulatory Compliance**: The system will be executed in accordance with national laws and regulations, and any amendments must be approved by the shareholders' meeting [8]
亚香股份: 第三届监事会第二十一次会议决议公告
Zheng Quan Zhi Xing· 2025-05-27 12:19
Group 1 - The company held its 21st meeting of the third supervisory board on May 27, 2025, with three supervisors present, complying with legal and regulatory requirements [1] - The supervisory board approved changes to the company's business scope, expanding from the production and sales of natural and synthetic flavors to include daily chemical products manufacturing and sales, food additives production and sales, and hazardous chemicals operation [1][2] - Following the completion of the 2024 annual equity distribution, the company's total share capital will increase from 80,800,000 shares to 112,770,840 shares, and the registered capital will change from 80,800,000 yuan [1] Group 2 - The company plans to amend its articles of association to reflect the changes in business scope and registered capital, and will seek authorization from the shareholders' meeting for necessary registration and filing [2] - The voting results for the proposal were unanimous, with three votes in favor and no votes against or abstaining [2]
亚香股份: 昆山亚香香料股份有限公司独立董事候选人声明与承诺(刘文)
Zheng Quan Zhi Xing· 2025-05-27 12:19
声明人刘文作为昆山亚香香料股份有限公司第四届董事会独立董事候选人, 已充分了解并同意由提名人昆山亚香香料股份有限公司董事会提名为昆山亚香香 料股份有限公司(以下简称"该公司")第四届董事会独立董事候选人。现公开 声明和保证,本人与该公司之间不 存在任何影响本人独立性的关系,且符 合相关法律、行政法规、部门规章、规范性文件和深圳证券交易所业务规 则对独立董事候选人任职资格及独立性的要求,具体声明并 承诺如下事项: 一、本人已经通过昆山亚香香料股份有限公司第三届董事会提名委员会资 格审查,提名人与本 人不存在利害关系或者其他可能影响独立履职情形的 密切关系。 ?是 □否 如否,请详细说明:______________________________ 三 、本人符合中国证监会《上市公司独立董事管理办法》和深圳证券 交易所业务规则规定的独立董事任职资格和条件。 ?是 □否 如否,请详细说明:______________________________ 四、本人符合该公司章程规定的独立董事任职条件。 ?是 □否 如否,请详细说明:______________________________ ?是 □否 如否,请详细说明 ...
亚香股份: 关于拟变更公司经营范围、注册资本并修订《公司章程》及公司部分治理制度的公告
Zheng Quan Zhi Xing· 2025-05-27 12:19
Core Viewpoint - The company, Kunshan Yaxiang Fragrance Co., Ltd., plans to change its business scope, increase registered capital, and amend its articles of association and governance systems to align with business development needs and regulatory requirements [1][2]. Business Scope Changes - The company intends to modify its business scope from producing and selling natural and synthetic fragrances, food additives, and related activities to include manufacturing and sales of daily chemical products, food additives, non-residential real estate leasing, and hazardous chemicals management [1][6]. - The registered capital will increase from RMB 80.8 million to RMB 112.77 million, with total shares rising from 80,800,000 to 112,770,840 shares [1][2]. Governance Structure Amendments - The company will abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in compliance with the new Company Law and relevant regulations [2][3]. - New governance systems will be established to enhance internal governance and ensure compliance with the revised Company Law and stock exchange rules [2][4]. Articles of Association Revisions - The articles of association will be revised to reflect the new registered capital and business scope, ensuring legal compliance and clarity in governance [2][5]. - Specific articles will be updated to define the roles and responsibilities of the general manager as the legal representative and to clarify the rights and obligations of shareholders [3][4]. Shareholder Meeting Requirements - The proposed changes will be submitted for approval at the upcoming shareholders' meeting, ensuring that all stakeholders have a say in the governance and operational direction of the company [1][2].
亚香股份: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-05-27 12:19
昆山亚香香料股份有限公司 对外担保管理制度 监管要求》、 《深圳证券交易所创业板股票上市规则》等有关法律、法规、规范性 文件及《公司章程》等规定,制定本制度。 第二条 对外担保的原则:公司对外担保应遵循审慎估评、依照权限、独立 决策、控制风险的原则。 第三条 本制度适用于公司及全资子公司和控股子公司。 公司控股子公司应在其董事会、股东会或股东会做出决定提供担保的决议后 及时通知公司。 昆山亚香香料股份有限公司 第一章 总则 第一条 为了加强对昆山亚香香料股份有限公司(以下简称公司)对外担保 行为的管理,保护投资者的合法权益,有效防范公司对外担保风险,确保公司资 产安全,促进公司健康、稳定发展,根据《中华人民共和国公司法》、 《中华人民 《上市公司监管指引第 8 号——上市公司资金往来、对外担保的 共和国担保法》、 第四条 公司只对全资子公司及控股子公司提供担保。 公司不得为股东、实际控制人及其关联方、公司持股50%以下的其他关联方 及任何非法人单位或个人提供担保。 第二章 对外担保的对象及条件 第五条 对外担保的程序 保的,应先由被担保企业提出申请。 同意,由公司财务部对被担保企业进行资格审查。 -1- 昆山 ...