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清越科技: 董事会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-26 16:40
General Principles - The rules are established to clarify the responsibilities and powers of the board of directors of Suzhou Qingyue Optoelectronics Technology Co., Ltd, standardize internal structures, decision-making processes, and enhance corporate governance [1][2][22] Composition and Powers of the Board - The board consists of 5 directors, including 2 independent directors, and is responsible for managing the company's assets and making operational decisions [2][3] - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investment strategies [3][4] Committees and Responsibilities - The board establishes specialized committees, including the remuneration and assessment committee, audit committee, nomination committee, and strategic committee, with independent directors holding a majority in certain committees [3][4] - The board is responsible for significant decisions such as capital increases or decreases, major acquisitions, and external investments, which require thorough review and approval [5][6] Meeting Procedures - The board must hold at least two regular meetings each year, with provisions for temporary meetings under specific circumstances [7][9] - Meeting notifications must be sent in advance, and the board must ensure that independent directors can communicate and provide input on proposed matters [8][10] Voting and Decision-Making - A quorum of more than half of the directors is required for meetings, and decisions must be made by a majority vote [19][27] - Directors must disclose any conflicts of interest and recuse themselves from voting on related matters [28][17] Documentation and Record-Keeping - Meeting records must be accurate and comprehensive, including attendance, proposals, and voting results, and must be retained for ten years [19][20][38] - Independent directors are required to maintain detailed records of their activities and any obstacles encountered in fulfilling their duties [36][18] Amendments and Compliance - The rules are subject to amendments based on applicable laws and regulations, and any conflicts with the company's articles of association will be resolved in favor of the latter [22][41]
清越科技: 清越科技2025年半年度报告
Zheng Quan Zhi Xing· 2025-08-26 13:14
Core Viewpoint - Suzhou Qingyue Optoelectronics Technology Co., Ltd. reported a revenue increase of 9.49% year-on-year for the first half of 2025, despite facing challenges from global economic conditions and industry competition [2][3][4]. Company Overview and Financial Indicators - The company focuses on the research, production, and sales of OLED and other new display devices, with a product structure centered around PMOLED, electronic paper modules, and silicon-based OLED micro-displays [4][5]. - Key financial metrics for the first half of 2025 include: - Revenue: 329.16 million RMB, up from 300.63 million RMB in the same period last year - Total profit: -39.55 million RMB, improved from -52.07 million RMB [3][4]. - Net profit attributable to shareholders: -30.76 million RMB, improved from -38.89 million RMB [3][4]. - Basic earnings per share: -0.07 RMB, improved from -0.09 RMB [3][4]. Industry and Business Analysis - The company operates in the new flat panel display industry, classified under "C39 Computer, Communication and Other Electronic Equipment Manufacturing" [4][5]. - The display industry is experiencing a dual challenge of growth and structural issues due to geopolitical tensions and tariff policies, but recovery is anticipated with easing economic conditions [4][5]. - The company has expanded its market presence by developing new products and applications, particularly in smart home, medical health, and wearable display sectors [4][5]. Core Competitiveness - The company has established a comprehensive technology innovation system, supported by various research platforms, ensuring its competitive edge in the OLED sector [5][6]. - The company holds 556 authorized patents, including 157 invention patents, reflecting its commitment to innovation and intellectual property protection [6][7]. Research and Development Progress - The company continues to focus on technological innovation in PMOLED, silicon-based OLED, and electronic paper technologies, achieving significant advancements in product performance and efficiency [4][5][6]. - Recent developments include the introduction of transparent PMOLED technology and improvements in electronic paper display structures, enhancing product capabilities and market applicability [4][5][6][7]. Market Strategy - The company has adopted a balanced product strategy across various application fields, including near-eye displays, electronic price tags, and smart home devices, with a customer base exceeding 20,000 [4][5][6]. - The company actively participates in industry exhibitions to enhance brand visibility and market reach, contributing to its growth strategy [4][5].
天禄科技:8月25日召开董事会会议
Mei Ri Jing Ji Xin Wen· 2025-08-25 10:26
Group 1 - Tianlu Technology (SZ 301045) announced on August 25 that its third board meeting for 2025 was held, discussing the proposal for asset impairment provision for the first half of 2025 [1] - For the year 2024, Tianlu Technology's revenue composition is entirely from display device manufacturing, accounting for 100.0% [1] - As of the report, Tianlu Technology has a market capitalization of 2.8 billion yuan [1]
京东方精电跌超4% 遭剔除恒生综合指数 公司中期业绩披露在即
Zhi Tong Cai Jing· 2025-08-25 07:29
Group 1 - The core point of the article is that BOE Technology Group Co., Ltd. (京东方精电) experienced a decline of over 4%, specifically a drop of 4.2%, trading at 7.3 HKD with a transaction volume of 123 million HKD [1] - On August 22, the Hang Seng Index Company announced its semi-annual index adjustment results, which will take effect after the market closes on September 5 and will be effective from September 8 [1] - BOE Technology was removed from the Hang Seng Composite Index as part of the adjustments [1] Group 2 - The company announced that it would hold a board meeting today to approve its interim results for the six months ending June 30, 2025, consider the distribution of an interim dividend (if any), and address other matters [1]
深天马A: 内幕信息知情人登记制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:20
General Principles - The purpose of the insider information management system is to regulate the management of insider information, enhance confidentiality, and maintain fairness in information disclosure according to relevant laws and regulations [1][2] - The board of directors is responsible for timely registration and submission of insider information personnel files, ensuring their authenticity and completeness, with the chairman being the primary responsible person [1][2] Scope of Insider Information and Insiders - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock market prices, including major events that could affect stock trading prices [2][3] - Insiders include company directors, senior management, and other personnel who can access insider information due to their roles or relationships with the company [3][4] Registration and Management of Insider Information - The company must fill out and maintain insider information personnel files, documenting the timeline and details of insider information access before public disclosure [4][5] - Major events such as significant asset restructuring, high ratio stock transfers, and changes in control must be reported to the Shenzhen Stock Exchange along with the insider information personnel files [5][6] Confidentiality and Accountability - Insiders have a confidentiality obligation and must not disclose insider information or use it for trading purposes before it is publicly disclosed [6][7] - The company must ensure that any provision of non-public information to insiders outside of major shareholders is preceded by a confidentiality agreement [8][9] Record Keeping and Reporting - Insider information personnel files and records of major events must be retained for at least ten years from the date of recording [9][10] - The company is required to conduct self-inspections of insider trading activities following the disclosure of major events and report any violations [10][11]
深天马A: 重大信息内部报告制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:20
Core Viewpoint - The document outlines the internal reporting system for significant information at Tianma Microelectronics Co., Ltd, ensuring timely and accurate disclosure of information that may impact stock prices and investor rights [1][2]. Group 1: Definition and Scope of Significant Information - Significant information includes events that have occurred or are expected to occur that could materially affect the trading price of the company's stock and related derivatives [1]. - The reporting obligations apply to various stakeholders, including board members, senior management, department heads, and major shareholders [1][2]. - The scope of significant information encompasses matters such as board meeting submissions, major transactions, daily operational matters, related party transactions, major litigation, and situations posing significant risks to the company [2][3][4]. Group 2: Reporting Procedures and Responsibilities - The board of directors leads the disclosure work, with the board secretary responsible for external information disclosure [2]. - A real-time reporting system is implemented, requiring stakeholders to report significant information immediately upon awareness [5][6]. - Responsibilities of reporting obligors include collecting and organizing significant information, preparing internal reports, ensuring the accuracy and completeness of reports, and maintaining confidentiality [5][8]. Group 3: Disclosure Requirements and Follow-up - Reporting obligors must report the progress of disclosed significant information, including changes in agreements or delays in transactions [7][8]. - Written materials related to significant information must be submitted, including internal reports, agreements, and any relevant government approvals or legal documents [7][8]. - The company emphasizes the importance of limiting the knowledge of sensitive information to a minimum to prevent insider trading [8].
深天马A: 子公司管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:20
Core Viewpoint - The document outlines the management system for subsidiaries of Tianma Microelectronics Co., Ltd., emphasizing the importance of governance, risk control, and compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The management system aims to strengthen the control over subsidiaries, mitigate operational risks, and protect investors' rights [1]. - Subsidiaries are defined as independent legal entities, including wholly-owned and controlled subsidiaries [1]. Group 2: Governance of Subsidiaries - Subsidiaries must establish a sound governance structure and internal management systems in accordance with the Company Law and their own articles of association [2]. - The company has the authority to nominate directors and senior management for subsidiaries, who are accountable to the company [2][3]. Group 3: Operational and Investment Decision Management - Subsidiaries' operational plans must align with the overall strategic goals of the company [3]. - Investment decisions must be systematic and follow the company's external investment management regulations, including thorough feasibility studies [3][4]. Group 4: Financial Management - Subsidiaries' financial departments are guided and supervised by the company's financial management center [4]. - Financial reporting must comply with the company's requirements, and subsidiaries must maintain strict controls over financial transactions and avoid non-operational fund occupation [5][6]. Group 5: Major Information Reporting and Disclosure - Subsidiaries are required to report significant events that may impact the company's stock price and comply with disclosure regulations [6]. - The general manager of the subsidiary is responsible for ensuring compliance with the company's information disclosure policies [6]. Group 6: Internal Audit and Supervision - The company conducts regular audits of subsidiaries, focusing on financial audits and compliance with internal control systems [7]. - Subsidiaries must cooperate with audits and implement the recommendations provided in audit reports [7]. Group 7: Performance Management and Incentives - The company has established a performance management system to enhance employee capabilities and achieve strategic goals [8]. - Subsidiaries are encouraged to adopt the company's performance management practices [8].
深天马A: 董事会秘书工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:20
General Provisions - The purpose of the system is to promote standardized operations of Tianma Microelectronics Co., Ltd. and clarify the responsibilities and powers of the board secretary, based on relevant laws and regulations [1] - The company appoints one board secretary who, as a senior management member, has the right to attend relevant meetings and access company documents [1] Appointment and Dismissal of the Board Secretary - The board secretary must possess necessary financial, management, and legal knowledge, along with good professional ethics [2] - The board secretary is nominated by the chairman and appointed or dismissed by the board, ideally within three months after the IPO or the previous secretary's departure [3] - If the board secretary position is vacant for over three months, the chairman will assume the duties until a new secretary is appointed [3] Responsibilities and Support for the Board Secretary - The board secretary is responsible for coordinating information disclosure, managing investor relations, and preparing board and shareholder meetings [5] - The company must provide necessary conditions for the board secretary to perform their duties, and relevant personnel must support their work [6] - The board secretary has the right to access financial and operational information and report any undue obstruction in their duties directly to the Shenzhen Stock Exchange [7]
深天马A: 总经理工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:20
天马微电子股份有限公司 总经理工作细则 (2025 年 8 月修订) 一、总则 为完善天马微电子股份有限公司(以下简称"公司")法人治理结构,明确总 经理的职权、职责,根据《中华人民共和国公司法》和其他有关法律法规、《天 马微电子股份有限公司章程》(以下简称"《公司章程》")等相关规定,制定本 细则。 二、人选及任期 总法律顾问1名,由董事会决定聘任或者解聘。董事可以由高级管理人员兼任, 但兼任高级管理人员职务的董事以及由职工代表担任的董事,总计不得超过公司 董事总数的二分之一。 三、总经理的资格规定 业知识。具体条件在每届聘任总经理时另行确定。 (1)无民事行为能力或者限制民事行为能力; (2)因犯有贪污、贿赂、侵占财产、挪用财产罪或者破坏社会主义市场经 济秩序罪,被判处刑罚,或者因犯罪被剥夺政治权利,执行期满未逾5年,被宣 告缓刑的,自缓刑考验期满之日起未逾2年; (3)担任破产清算的公司、企业的董事或者厂长、经理,并对该公司、企 业的破产负有个人责任的,自该公司、企业破产清算完结之日起未逾3年; 第 1 页 共 6 页 (4)担任因违法而被吊销营业执照、责令关闭的公司、企业的法定代表人, 并负有个人责任 ...
深天马A: 董事和高级管理人员所持本公司股份及其变动管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 12:20
Core Viewpoint - The document outlines the management system for the shares held by the directors and senior management of Tianma Microelectronics Co., Ltd., emphasizing compliance with relevant laws and regulations, and detailing the procedures for share transactions and disclosures [1][2]. Summary by Sections General Principles - The management system is established to enhance the oversight of shares held by directors and senior management, ensuring adherence to laws such as the Company Law and Securities Law, as well as the company's articles of association [1][2]. Management of Shareholding Changes - Directors and senior management must notify the board secretary in writing before buying or selling shares, who will then verify compliance with disclosure and regulatory requirements [3]. - The company must apply to the Shenzhen Stock Exchange for any shares held by directors and senior management to be registered as restricted shares under certain conditions [3][4]. Reporting and Disclosure - Directors and senior management are required to report any changes in their shareholdings within two trading days and ensure that the information disclosed is accurate and complete [4][5]. - The board secretary is responsible for managing the data related to shareholdings and must report any violations to the regulatory authorities [5]. Restrictions on Share Transactions - Directors and senior management are prohibited from transferring shares during specific periods, such as within one year of the company's stock listing or within six months after leaving their position [6][8]. - There are also restrictions on trading shares based on the timing of financial report announcements and other significant events [8][9]. Regulations on Share Increase and Decrease - Any plans for increasing or decreasing shareholdings must be disclosed in advance, with specific timelines for reporting to the Shenzhen Stock Exchange [10][11]. - The document specifies that any shares acquired through inheritance or legal proceedings are subject to the same transfer restrictions as other shares [11][12]. Final Provisions - The management system will be interpreted and revised by the company's board of directors, and it will take effect upon approval [12].