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成都华微: 成都华微电子科技股份有限公司第二届监事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 17:14
Meeting Overview - The second meeting of the Supervisory Board of Chengdu Huamei Electronics Technology Co., Ltd. was held on August 27, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1]. Resolutions Passed - The Supervisory Board approved the "2025 Half-Year Report and Summary," affirming that the report accurately reflects the company's situation and complies with relevant regulations [1]. - The resolution to cancel the Supervisory Board and amend the company’s articles of association was also approved, pending shareholder meeting review [2]. - The "Special Report on the Storage, Management, and Actual Use of Raised Funds for the First Half of 2025" was approved unanimously [2]. - The "Half-Year Risk Assessment Report from China Electronics Finance Co., Ltd." was approved, with one supervisor abstaining from the vote due to a conflict of interest [3].
敏芯股份: 苏州敏芯微电子技术股份有限公司对外投资管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:03
Core Points - The document outlines the external investment management system of Suzhou Minxin Microelectronics Technology Co., Ltd, aiming to enhance investment management, standardize investment behavior, and maximize the time value of funds [1][2][9] Group 1: Investment Principles and Decision-Making - The company's external investments must comply with national industrial policies, laws, and regulations, as well as align with the company's development strategy [2] - The decision-making bodies for investments include the shareholders' meeting, board of directors, and general manager's office, with specific thresholds for investment decisions requiring shareholder approval [6][8] - Investments exceeding certain thresholds, such as 50% of the latest audited total assets or 50% of annual audited net profit exceeding 500 million, must be submitted for shareholder review [7][8] Group 2: Investment Implementation and Management - The securities affairs and finance departments are responsible for evaluating the feasibility, risks, and returns of major investment projects, and must report any anomalies to the board [13][14] - The finance department manages the financial aspects of external investments, including funding and compliance with legal procedures [15][16] - Internal audits are conducted regularly to assess the financial status of investment projects, with reports submitted to the board [17] Group 3: Investment Transfer and Reporting - The company can recover or write off investments under specific circumstances, such as project completion or bankruptcy of the invested entity [28] - Investment transfers are permitted if projects diverge from the company's operational direction or show continuous losses [29] - The company must adhere to legal and regulatory requirements for information disclosure regarding external investments [31][32]
敏芯股份: 苏州敏芯微电子技术股份有限公司对外提供财务资助管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:03
Core Points - The company establishes a financial assistance management system to regulate its financial assistance behavior and mitigate financial risks [1] - The system outlines the types of financial assistance that can be provided, including loans, expense coverage, and asset usage rights [1][2] - The company emphasizes the protection of shareholders' rights and the principles of equality, voluntariness, and fairness in providing financial assistance [2] Section Summaries General Principles - The financial assistance refers to monetary or asset-based support provided to external entities, including loans and asset usage rights [1] - The company must comply with relevant regulations and ensure prudent financial assistance practices [1][2] Approval Authority and Procedures - Financial assistance transactions require approval from a majority of the board of directors and must be disclosed promptly [2][3] - Specific conditions necessitate further approval from the shareholders' meeting, such as when the assistance exceeds 10% of the company's audited net assets [2][3] Information Disclosure - The company must disclose financial assistance matters in accordance with regulatory requirements [5] - Timely disclosure is required if the recipient fails to repay or faces financial difficulties [5] Responsibilities and Division of Labor - The finance and securities departments are responsible for risk assessments of potential recipients before providing assistance [6] - The board secretary is tasked with ensuring compliance with information disclosure obligations [6] Penalties - Violations of the financial assistance regulations may lead to economic liability for responsible personnel, and severe cases may be referred to judicial authorities [6] Supplementary Provisions - The financial assistance management system must align with existing laws and regulations, and the board is responsible for its revision and interpretation [8]
敏芯股份: 苏州敏芯微电子技术股份有限公司关联交易管理办法
Zheng Quan Zhi Xing· 2025-08-29 17:03
Core Viewpoint - The document outlines the management measures for related party transactions of Suzhou Minxin Microelectronics Technology Co., Ltd, ensuring that such transactions are legal, fair, and reasonable, while protecting the rights of investors, especially minority shareholders [1][2]. Group 1: General Principles - The company aims to regulate related party transactions to ensure legality, fairness, and reasonableness, while maintaining the independence of the company [1][2]. - Related party transactions must not conceal relationships or evade disclosure obligations [1][2]. Group 2: Definition of Related Parties and Transactions - Related parties include individuals or entities that directly or indirectly control the company, hold more than 5% of shares, or have close familial relationships with significant shareholders [2][3]. - Related transactions encompass various activities such as asset purchases, investments, and guarantees, which may lead to resource or obligation transfers [3][4]. Group 3: Daily Management and Reporting - The company's securities department is responsible for maintaining a list of related parties and reporting any changes to the board [5][6]. - The finance department monitors transaction amounts and ensures compliance with disclosure obligations [6][7]. Group 4: Pricing Principles for Related Transactions - Related transactions must be documented with clear pricing policies, ensuring fairness based on market prices or reasonable costs [7][8]. - If pricing cannot be determined by standard methods, the company must disclose the pricing principles and justify their fairness [7][8]. Group 5: Review Procedures and Disclosure - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed promptly [8][9]. - Transactions involving guarantees must also follow strict approval processes and provide necessary disclosures [9][10]. Group 6: Exemptions and Special Provisions - Certain transactions, such as cash subscriptions for public offerings, may be exempt from standard review and disclosure processes [10][11]. - Daily related transactions can be estimated annually, with adjustments made for amounts exceeding initial estimates [12][13]. Group 7: Financial Interactions with Related Parties - The company must adhere to strict procedures when engaging in financial transactions with controlling shareholders and their affiliates [14][15]. - Direct or indirect funding to controlling shareholders or related parties is prohibited under specific conditions [15][16]. Group 8: Final Provisions - The management measures will take effect upon approval by the shareholders' meeting and will be interpreted by the board of directors [17].
敏芯股份: 苏州敏芯微电子技术股份有限公司累积投票制度实施细则
Zheng Quan Zhi Xing· 2025-08-29 17:03
Core Points - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Suzhou Minxin Microelectronics Technology Co., Ltd, ensuring that all shareholders can fully exercise their rights in electing directors and protecting the interests of minority shareholders [1][2] Group 1: General Principles - The cumulative voting system allows shareholders to have voting rights equal to the number of directors to be elected, enabling them to concentrate their votes on one candidate or distribute them among multiple candidates [1][2] - The implementation details are based on relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange's rules [1][2] Group 2: Nomination of Directors - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for non-independent directors, while independent director candidates must comply with specific regulations [2][3] - Nominators must obtain consent from the nominees and ensure that all relevant information about the nominees is disclosed to shareholders before the voting [2][3] Group 3: Voting Principles - The voting process for electing directors must be clearly communicated to shareholders, and appropriate ballots for cumulative voting must be prepared [3][4] - Independent and non-independent directors will be elected through separate voting processes to ensure compliance with the company's articles of association [4] Group 4: Election Principles - Directors are elected based on the total votes received, with a requirement that the votes exceed half of the total voting rights held by attending shareholders [5] - In case of a tie in votes among candidates, specific procedures will be followed to resolve the situation, including re-elections if necessary [5] Group 5: Special Procedures - The company must clearly state the use of the cumulative voting system in the notice for the shareholders' meeting [6][7] - Shareholders can vote in person or authorize others to vote on their behalf, and online voting systems may also be utilized [6][7]
敏芯股份: 苏州敏芯微电子技术股份有限公司防范控股股东、实际控制人及关联方资金占用管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:03
Core Viewpoint - The company has established a management system to prevent the controlling shareholder, actual controller, and related parties from occupying company funds, ensuring the protection of the company's and shareholders' legal rights [1][2]. Group 1: Definition and Scope - The management system applies to the company and its subsidiaries included in the consolidated financial statements [1]. - "Fund occupation" includes both operational and non-operational forms, such as funds occupied through related transactions and funds provided without proper compensation [2][3]. Group 2: Responsibilities and Prohibitions - The board of directors and senior management are legally obligated to maintain the safety of company funds, and controlling shareholders and actual controllers must not harm the company's interests through fund occupation [2][3]. - Specific prohibitions are outlined, including the company not providing funds for salaries, debts, or other expenses of the controlling shareholder or related parties [4][5]. Group 3: Preventive Measures - The company must conduct self-inspections regarding fund transactions and external guarantees with controlling shareholders and related parties, and rectify any violations promptly [11]. - The audit committee is responsible for guiding internal audits and ensuring that any fund occupation is disclosed immediately [6][7]. Group 4: Transaction Procedures - Payments related to transactions with controlling shareholders and related parties must adhere to established decision-making processes and financial discipline [8][9]. - The company must ensure that any related transactions are conducted transparently and in accordance with governance standards [8][9]. Group 5: Accountability and Enforcement - The board of directors is responsible for taking effective measures against any asset infringement by controlling shareholders and related parties, including legal actions if necessary [10][11]. - The company must establish a clear plan for recovering occupied funds and report to regulatory authorities as required [10][11].
敏芯股份: 苏州敏芯微电子技术股份有限公司第四届董事会提名委员会关于公司第四届董事会非独立董事候选人的审查意见
Zheng Quan Zhi Xing· 2025-08-29 17:03
Core Viewpoint - The nomination committee of Suzhou Minxin Microelectronics Technology Co., Ltd. has reviewed and approved the candidacy of Mr. Zhang Bin as a non-independent director for the fourth board of directors [1][2] Summary by Relevant Sections Candidate Review - Mr. Zhang Bin does not hold any shares in the company and has no relationships with the controlling shareholders, actual controllers, or shareholders holding more than 5% of the company's shares [1] - He meets all qualifications as per the Company Law and relevant regulations, including not being subject to any market entry bans by the China Securities Regulatory Commission (CSRC) [1] - There are no records of administrative penalties or public criticisms against him by the CSRC or stock exchanges, nor is he under investigation for any criminal or regulatory violations [1] Committee Decision - The nomination committee agrees to nominate Mr. Zhang Bin as a candidate for the non-independent director position and will submit this matter for the board's review [2]
敏芯股份: 苏州敏芯微电子技术股份有限公司关于召开2025年半年度业绩说明会的公告
Zheng Quan Zhi Xing· 2025-08-29 17:02
苏州敏芯微电子技术股份有限公司 证券代码:688286 证券简称:敏芯股份 公告编号:2025-049 关于召开 2025 年半年度业绩说明会的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示: ? 会议召开时间:2025 年 9 月 10 日(星期三)16:00-17:00 ?会议召开地点:上海证券交易所上证路演中心(网址: https://roadshow.sseinfo.com/) ? 会议召开方式:上证路演中心网络互动 ? 投资者可于 2025 年 9 月 3 日(星期三)至 9 月 9 日(星期二)16:00 前 登录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 ir@memsensing.com 进行提问。公司将在说明会上对投资者普遍关注的问题进行 回答。 苏州敏芯微电子技术股份有限公司(以下简称"公司")已于 2025 年 8 月 一、说明会类型 本次投资者说明会以网络互动形式召开,公司将针对 2025 年半年度的经营 成果及财务指标的具体情况与投资者进行互动交流和沟通,在信息披 ...
慧智微: 关于召开2025年第一次临时股东会的通知
Zheng Quan Zhi Xing· 2025-08-29 16:39
Meeting Information - The shareholder meeting is scheduled for September 15, 2025, at 13:30 [1] - The meeting will be held at Meeting Room 1, 9th Floor, Building S1, No. 889, Bipol Road, Pudong New District, Shanghai [1][5] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's network voting system [1][2] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange network voting system or through designated trading securities company terminals [3][4] - Voting times for the network system are from 9:15 to 15:00 on the day of the meeting [1][3] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [4] Agenda Items - The meeting will review a proposal to change the registered capital, expand the business scope, abolish the supervisory board, and amend the company's articles of association [2][8] - The proposal has been approved by the company's board and supervisory board in previous meetings [2] Attendance Requirements - Shareholders must register with identification and relevant documents to attend the meeting [5][6] - Proxy representatives must also provide authorization documents and identification [5][6] Additional Information - The company will not cover transportation or accommodation costs for attendees [7] - Contact information for the company is provided for any inquiries regarding the meeting [7]
四川洲睿微电子科技有限公司成立 注册资本100万人民币
Sou Hu Cai Jing· 2025-08-28 08:12
Core Insights - Sichuan Zhou Rui Microelectronics Technology Co., Ltd. has been established with a registered capital of 1 million RMB [1] - The company is engaged in a wide range of activities including technology services, electronic components retail and wholesale, integrated circuit design and sales, and software development [1] Company Overview - The legal representative of the company is Chen Long [1] - The business scope includes general projects such as technical services, technology development, and electronic product sales [1] - The company also focuses on research and development of motor and control systems, as well as information system integration services [1]