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*ST双成: 海南双成药业股份有限公司关于为控股子公司提供担保暨关联交易的公告
Zheng Quan Zhi Xing· 2025-07-14 16:24
Overview - The company, Hainan Shuangcheng Pharmaceutical Co., Ltd., is providing a guarantee for its subsidiary, Ningbo Shuangcheng Pharmaceutical Co., Ltd., to secure a loan of 40 million yuan from China Construction Bank [1][2]. Guarantee Details - The loan is needed for daily operations and has a term until July 31, 2028 [1]. - The company and its controlling shareholder, Shuangcheng Investment Co., Ltd., will provide joint liability guarantees for the loan [1][2]. - The guarantee period will last for three years after the main contract's debt fulfillment [1]. Financial Status - Ningbo Shuangcheng has a net asset value of 69.0791 million yuan and reported a net profit loss of 57.3425 million yuan [2]. - The total assets of Ningbo Shuangcheng are 338.6156 million yuan, with total liabilities of 296.7085 million yuan [3]. Impact on the Company - The board believes that the guarantee will support Ningbo Shuangcheng's funding needs and promote its business development [4]. - The company asserts that the guarantee does not harm the interests of the company or its shareholders and will not affect its independence [4][5]. Board and Independent Directors' Opinions - The board has approved the guarantee, stating it aligns with internal control systems and legal regulations [4][5]. - Independent directors unanimously support the guarantee, emphasizing its necessity for Ningbo Shuangcheng's operations and compliance with regulations [5]. Related Transactions - The total amount of related transactions with the controlling shareholder since the beginning of the year is 14.9383 million yuan, excluding the current transaction [5]. - After this guarantee, the total external guarantee amount by the company and its subsidiaries will be 165 million yuan, which does not exceed 41.94% of the company's latest audited net assets [5].
聚石化学: 关于取消监事会、修订《公司章程》及其附件并办理工商变更登记及修订部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-07-14 16:24
Core Viewpoint - Guangdong Jushi Chemical Co., Ltd. has decided to abolish its supervisory board and amend its articles of association to enhance corporate governance and operational efficiency [1]. Group 1: Abolishment of Supervisory Board - The company will no longer establish a supervisory board, and its functions will be transferred to the audit committee of the board of directors [1]. - Relevant rules and regulations concerning the supervisory board will be abolished accordingly [1]. Group 2: Amendments to Articles of Association - The amendments aim to further standardize company operations and improve governance in accordance with the Company Law, Securities Law, and other relevant regulations [1]. - Specific revisions to the articles include changes to the definitions of stakeholders and the governance structure [1][2]. - The revised articles will become legally binding documents governing the rights and obligations between the company, shareholders, directors, and senior management [1][8]. Group 3: Shareholder Rights and Responsibilities - Shareholders will retain rights to dividends and other benefits proportional to their shareholdings [13]. - Shareholders have the right to supervise company operations and propose suggestions or inquiries [13]. - The company will ensure that all shareholders have equal rights regarding their shares [13][19]. Group 4: Capital Increase and Share Issuance - The company may increase capital through various methods, including public offerings and private placements, subject to shareholder approval [10][11]. - The issuance of shares will adhere to principles of fairness and equality, ensuring that all shares of the same category have equal rights [9][10]. Group 5: Governance and Compliance - The company is committed to maintaining compliance with laws and regulations, ensuring that all governance practices align with legal requirements [17][20]. - The board of directors is responsible for convening shareholder meetings and ensuring proper governance procedures are followed [21][22].
聚石化学: 累积投票制实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 16:24
Core Points - The article outlines the implementation details of the cumulative voting system for Guangdong Jushi Chemical Co., Ltd. to enhance corporate governance and regulate the election of directors [2][6] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner during the election of two or more directors, promoting fair representation [2][3] Section Summaries General Provisions - The cumulative voting system is defined as a method where each shareholder's voting rights equal the number of shares held multiplied by the number of directors to be elected [2] - The implementation details are based on relevant laws and the company's articles of association [2] Nomination of Director Candidates - Shareholders holding more than 1% of the company's shares can nominate director candidates, with separate voting for non-independent and independent directors [2][3] - Nominees must provide detailed personal information and commit to fulfilling their duties if elected [3] Voting and Election of Directors - The voting process must be clearly explained to shareholders, ensuring they understand how to exercise their voting rights [3][4] - Specific voting methods are outlined, including limits on the number of votes per shareholder and the consequences of exceeding those limits [4][5] - Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the valid voting rights [5][6]
聚石化学: 会计师事务所选聘制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 16:24
Core Viewpoint - The document outlines the selection and management procedures for accounting firms by Guangdong Jushi Chemical Co., Ltd, aiming to enhance audit quality and protect shareholder interests [1][2]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, ensuring the integrity of financial reporting and audit quality [1]. - The company must not engage an accounting firm before obtaining approval from the board and shareholders [2]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent qualifications, relevant licenses, and a solid organizational structure [5]. - Firms must demonstrate familiarity with financial regulations and maintain confidentiality regarding company information [5]. Group 3: Selection Procedures - The audit committee is responsible for proposing the selection of accounting firms and overseeing the audit process [7]. - The selection process must be competitive and transparent, utilizing methods such as public bidding and competitive negotiation [9][10]. Group 4: Evaluation Criteria - Evaluation of accounting firms should focus on quality management, with a minimum weight of 40% for quality management in scoring [6]. - The average audit fee of all compliant firms serves as the benchmark for evaluating audit fee proposals [13]. Group 5: Contractual and Compliance Obligations - The company must sign an audit service agreement with the selected firm, with a typical engagement period of one year, subject to renewal [16]. - The audit committee must evaluate the performance of the accounting firm annually and report to the board [18]. Group 6: Termination and Replacement Procedures - The company must notify the accounting firm 10 days in advance before termination or non-renewal of the contract [22]. - Specific conditions warranting the replacement of an accounting firm include significant quality deficiencies or failure to meet deadlines [23][24]. Group 7: Supervision and Penalties - The company is required to disclose annual evaluations of the accounting firm's performance and the audit committee's oversight [29]. - Serious violations by the accounting firm may lead to penalties, including termination of the contract and potential financial liabilities [31].
聚石化学: 广东聚石化学股份有限公司章程(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 16:24
General Information - Guangdong Polyrocks Chemical Co., Ltd. is established as a joint-stock company in accordance with the Company Law of the People's Republic of China [1] - The company was registered with the Market Supervision Administration of Qingyuan City and obtained its business license [1] - The company was approved for public offering of 23,333,334 shares and listed on the Shanghai Stock Exchange on January 25, 2021 [1][2] - The registered capital of the company is RMB 121.333334 million [2] Business Objectives and Scope - The company's business objective is to enhance economic cooperation and technological exchange, producing high-quality products and developing new products to achieve satisfactory economic benefits [3] - The business scope includes manufacturing and sales of synthetic materials, engineering plastics, specialized chemical products, new membrane materials, and bio-based materials [3][4] Share Issuance and Structure - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [4] - The total number of shares issued by the company is 121,333,334, all of which are common shares [4][5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend and vote at shareholder meetings, supervise company operations, and access company documents [9][10] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [14][40] 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 [48] - Shareholder meetings require a quorum and decisions are made based on majority or two-thirds majority votes depending on the type of resolution [80][82] Governance and Management - The company is governed by a board of directors elected by shareholders, with the board responsible for executing company affairs [2][8] - The company has established an audit committee to oversee compliance and financial reporting [12] Financial Assistance and Share Repurchase - The company may provide financial assistance for acquiring its shares under specific conditions, with a limit of 10% of the total issued capital [5][6] - The company can reduce its registered capital and repurchase shares under certain circumstances, such as capital reduction or employee stock ownership plans [23][25]
聚石化学: 董事会薪酬与考核委员会工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 16:23
广东聚石化学股份有限公司 董事会薪酬与考核委员会工作细则 二〇二五年七月 第一章 总则 第一条 为进一步建立健全广东聚石化学股份有限公司(以下简称"公司") 董事及高级管理人员的薪酬和考核管理制度,完善公司法人治理结构,根据《中 华人民共和国公司法》(以下简称"《公司法》")、《上市公司治理准则》 《上 海证券交易所科创板上市公司自律监管指引第1号——规范运作》 《广东聚石化学 股份有限公司章程》(以下简称"《公司章程》")及其他相关规定,公司特设立 董事会薪酬与考核委员会(以下简称"薪酬与考核委员会"),并制定本细则。 第二条 薪酬与考核委员会负责制定董事、高级管理人员的考核标准并进行 考核,制定、审查董事、高级管理人员的薪酬政策与方案。 本细则所称高级管理人员,是指公司总经理、副总经理、财务总监、董事会 秘书及《公司章程》规定的其他人员。 第二章 人员组成 第三条 薪酬与考核委员会由三名董事组成,其中独立董事两名。 第四条 薪酬与考核委员会委员由董事长、二分之一以上独立董事或全体董 事的三分之一以上提名,并由董事会选举产生。 第五条 薪酬与考核委员会设主任委员(召集人)一名,由独立董事委员担 任,负责主持 ...
永太科技: 关于公司及子公司收到诉讼材料的公告
Zheng Quan Zhi Xing· 2025-07-14 16:23
浙江永太科技股份有限公司(以下简称"公司")及控股子公司邵武永太高新 材料有限公司(以下简称"永太高新")于近日收到江西省高级人民法院送达的 (2025)赣知民初 1 号的《应诉通知书》及《民事起诉状》等诉讼材料,该案件 系九江天赐高新材料有限公司与公司及控股子公司永太高新等十二被告的商业 秘密侵权纠纷案,涉案金额为经济损失人民币 88,710 万元(含 5 倍惩罚性赔偿, 计算依据:14,785 万元+14,785 万元*5=88,710 万元)及原告为维权支付的律师 费用 115 万元。公司已于 7 月 3 日就该案件披露了《关于公司可能涉及诉讼的公 告》(公告编号:2025-043)。 截至本公告披露日,公司总体生产经营正常。鉴于上述案件目前尚未开庭审 理,亦不排除在审理过程中达成和解或进行调解的可能,公司目前尚无法判断本 次诉讼对公司本期或期后利润的影响,最终实际影响需以法院生效判决结果为 准。公司将持续关注上述诉讼事项的后续进展,积极采取相关措施维护公司的合 法权益,并将及时履行信息披露义务。 公司发布的信息均以在指定信息披露媒体《证券时报》《中国证券报》《上 海证券报》《证券日报》和巨潮资讯网(h ...
中盐化工: 中盐化工关于为部分子公司增加担保额度的公告
Zheng Quan Zhi Xing· 2025-07-14 16:10
Core Viewpoint - The company is increasing the guarantee limits for its subsidiaries to ensure stable operations and meet funding needs for 2025, with specific amounts allocated for each subsidiary [1][4]. Summary by Sections 1. Guarantee Details - The company will provide a guarantee of up to 900 million yuan for its wholly-owned subsidiary, Zhongyan Inner Mongolia Sodium Industry Co., Ltd., with an increase of 800 million yuan [1]. - For its controlling subsidiary, Zhongyan Jilantai Chlor-Alkali Chemical Co., Ltd., the guarantee will be up to 2.7 billion yuan, with an increase of 1.5 billion yuan [1]. 2. Cumulative Guarantee Situation - As of the announcement date, the total external guarantees provided by the company and its subsidiaries amount to 1,104.39 million yuan, which is 8.38% of the company's latest audited net assets [4]. 3. Internal Decision Process - The board of directors unanimously approved the increase in guarantee limits, which will require shareholder meeting approval [1][4]. 4. Financial Health of Guaranteed Subsidiaries - Zhongyan Inner Mongolia Sodium Industry Co., Ltd. has a debt-to-asset ratio of 42.59%, while Zhongyan Jilantai Chlor-Alkali Chemical Co., Ltd. has a debt-to-asset ratio of 26.75% [2][3]. 5. Necessity and Reasonableness of Guarantees - The increase in guarantee limits is based on the financial status and operational needs of the subsidiaries, ensuring it aligns with the company's overall interests and is within controllable risk limits [4]. 6. Board Opinion - The board believes that the increase in guarantee limits will support the stable operation of subsidiaries and meet their funding needs without introducing uncontrollable risks [4].
中盐化工: 中盐化工2025年半年度报告摘要
Zheng Quan Zhi Xing· 2025-07-14 16:10
Core Points - The company reported a decrease in operating income by 5.76% compared to the previous year, amounting to 5,997,720,819.24 CNY [1] - The total profit decreased significantly by 82.45%, resulting in a profit of 114,439,662.17 CNY [1] - The net profit attributable to shareholders decreased by 90.27%, with a net profit of 40,505,377.90 CNY after deducting non-recurring gains and losses [1] Financial Summary - Total assets increased by 7.43% from the previous year, reaching 20,138,793,254.11 CNY [1] - The net assets attributable to shareholders of the listed company were not specified in the provided data [1] - The cash flow from operating activities was not detailed in the report [1] Shareholder Information - The largest shareholder, China Salt Jilantai Salt Chemical Group Co., Ltd., holds 45.68% of the company's shares, establishing a controlling relationship [3] - The report lists several major shareholders, including domestic and foreign entities, with varying percentages of ownership [3] Significant Events - The company plans to acquire 100% ownership of its subsidiary, China Petroleum Salt (Inner Mongolia) Soda Industry Co., Ltd., following a capital reduction by the other shareholder [5] - The subsidiary successfully obtained mining rights for natural soda at a cost of 6.80886 billion CNY, which will enhance the company's resource base [5]
川恒股份: 2025年半年度业绩预告
Zheng Quan Zhi Xing· 2025-07-14 16:10
三、业绩变动原因说明 公司 2025 年半年度业绩较上年同期增加的主要原因是: 转债代码:127043 转债简称:川恒转债 贵州川恒化工股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有 虚假记载、误导性陈述或重大遗漏。 一、本期业绩预计情况 ?扭亏为盈 ?同向上升 ?同向下降 项 目 本报告期 上年同期 盈利:52,000.00 万元–59,000.00 万元 归属于上市公司股 盈利:35,367.50 万元 比上年同期增长:47.03% -66.82% 盈利:49,000.00 万元–56,000.00 万元 扣除非经常性损益 盈利:35,009.32 万元 后的净利润 比上年同期增长:39.96% -59.96% 基本每股收益 盈利:0.9197 元/股–1.0436 元/股 盈利:0.6545 元/股 二、与会计师事务所沟通情况 本期业绩预告相关的财务数据未经会计师事务所预审计,具体数据以公司披露 的 2025 年半年度报告为准。 报告期内,公司主要产品销售价格均较上年同期有所上升,毛利率较为稳定。 公司控股子公司广西鹏越生态科技有限公司主要产品产量提升,销售量增加,营业 收 ...