Workflow
智能装备制造
icon
Search documents
乔锋智能: 董事、高级管理人员离职管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-17 12:21
Core Viewpoint - The company has established a management system for the resignation of directors and senior management to ensure operational stability and protect shareholder rights [1]. Group 1: Resignation Procedures - Directors must submit a written resignation report to the board before resigning, which becomes effective upon delivery. If a resignation leads to a violation of the minimum number of board members, the resigning director must continue to fulfill their duties until a new director is appointed [2]. - Senior management must provide a one-month written notice to the board before resigning, unless otherwise stipulated in their labor contract. The board has the authority to approve or deny the resignation [2]. - The board must disclose the resignation situation within two days of receiving the resignation report [2]. Group 2: Termination and Responsibilities - Directors can be removed from their position by a shareholder resolution if they violate laws or company regulations, with the termination effective immediately upon the resolution [2]. - Senior management can be dismissed by the board for similar violations, with the termination effective upon the board's decision [3]. - If a director or senior management is dismissed without just cause, they may seek compensation for damages [3]. Group 3: Transition and Commitments - Departing directors and senior management must ensure a smooth transition by handing over all relevant documents and ongoing work to their successors [3]. - The company must review all public commitments made by departing directors and senior management during their tenure, and they are required to continue fulfilling any uncompleted commitments post-resignation [3]. - The company is responsible for monitoring the fulfillment of these commitments and must disclose any violations by departing personnel [3]. Group 4: Confidentiality and Liability - The obligations of loyalty and confidentiality to the company and shareholders do not automatically end upon the termination of their term, with confidentiality obligations lasting until the information becomes public [5]. - Responsibilities incurred during their tenure remain in effect even after resignation, and the company retains the right to pursue legal action for any misconduct during their term [5]. Group 5: Additional Provisions - Any unresolved issues related to legal disputes or business matters must be actively managed by departing directors and senior management [5]. - The management system will be revised in accordance with any changes in laws or regulations, and the board holds the interpretation rights of this system [5].
快克智能: 北京市天元律师事务所关于快克智能装备股份有限公司差异化分红事项的法律意见
Zheng Quan Zhi Xing· 2025-06-17 11:25
北京市天元律师事务所 关于快克智能装备股份有限公司差异化分红事项 的法律意见 京天股字(2025)第 358 号 致:快克智能装备股份有限公司 北京市天元律师事务所(以下简称"本所")接受快克智能装备股份有限公司 (以下简称"公司")的委托,根据《中华人民共和国公司法》(以下简称"《公 司法》")、《中华人民共和国证券法》(以下简称"《证券法》")、《上市公司股 份回购规则》 (以下简称"《股份回购规则》")、 《上海证券交易所上市公司自律监管 指引第 7 号——回购股份》 (以下简称"《股份回购指引》")等法律、法规、规章和 其他规范性文件以及《快克智能装备股份有限公司章程》的规定,就公司 2024 年 度利润分配所涉及的差异化分红特殊除权除息处理(以下简称"本次差异化分红") 相关事项出具本法律意见。 为出具本法律意见,本所及本所律师审查了公司提供的本次差异化分红的相 关文件,就有关事项向公司进行了必要的询问。本所律师依据本法律意见出具日以 前已经发生或存在的事实并基于对现行法律、法规和规范性文件的理解发表法律意 见。 本法律意见仅就本次差异化分红所涉及到的法律问题发表法律意见,并不对 有关会计、审计等专 ...
大富科技扣非9年8亏谋转型突围 拟1.92亿元转让子公司股权回血
Chang Jiang Shang Bao· 2025-06-17 08:39
Core Viewpoint - Dafu Technology plans to transfer 27% of its stake in its profitable subsidiary, Shenzhen Peitian Intelligent Manufacturing Equipment Co., Ltd. (Peitian Intelligent), to Huaiyuan County Dayu Industrial Investment Group Co., Ltd. for approximately 192 million yuan, while retaining a controlling stake of 63.49% in Peitian Intelligent after the transaction [1][6]. Group 1: Company Financials - Dafu Technology's revenue has fluctuated around 2.4 billion yuan from 2016 to 2024, with a net profit only recorded in 2022; the company reported a net loss of 491 million yuan in 2024 [3]. - In Q1 of this year, Dafu Technology achieved a revenue of 547 million yuan, a year-on-year increase of 2.73%, but continued to incur a net loss of 66.15 million yuan, which expanded by 2.61% year-on-year [3]. Group 2: Subsidiary Performance - Peitian Intelligent reported revenues of 146 million yuan and a net profit of 54.88 million yuan in 2024, indicating its status as a core profitable asset for Dafu Technology [2]. Group 3: Strategic Rationale - The transaction is aimed at optimizing Peitian Intelligent's equity structure and introducing strategic investors to enhance business development and customer resource expansion in various downstream industries [5]. - The deal allows Dafu Technology to improve liquidity without losing control over Peitian Intelligent, supporting the company's main business development amid the need for transformation and improved cash flow [6].
AI识别企业拟“0经验”跨界储能行业 泰禾智能为何选择接盘控股股东亏损资产?
Mei Ri Jing Ji Xin Wen· 2025-06-17 05:59
Core Viewpoint - Taihe Intelligent plans to acquire 100% equity of Anhui Sunshine Yuchu New Energy Co., Ltd. from its controlling shareholder Sunshine New Energy for no more than 50 million yuan, despite the target company facing high debt and significant losses [1][2]. Group 1: Acquisition Details - The acquisition involves a company that has a debt ratio exceeding 80% and a net loss of over 22 million yuan in the first quarter of this year [1]. - Taihe Intelligent reported a net profit of only 2.09 million yuan in the same period, indicating potential financial challenges due to the acquisition [1][3]. - The target company, Sunshine Yuchu, primarily engages in energy storage projects for commercial users, providing necessary services to save energy costs [2][3]. Group 2: Financial Impact - In 2024, Sunshine Yuchu is expected to generate revenue of 19.78 million yuan, accounting for 3.51% of Taihe Intelligent's total revenue, while in the first quarter of 2025, it is projected to contribute 15% [3]. - Sunshine Yuchu is anticipated to incur a net loss of 6.13 million yuan in 2024 and 22.66 million yuan in the first quarter of 2025, which may negatively impact Taihe Intelligent's financial performance [3]. Group 3: Business Risks and Competition - The company acknowledges significant cross-industry operational risks due to its lack of experience in energy storage, raising concerns about the integration of the new business [1][6]. - There are questions regarding potential competition between Taihe Intelligent and Sunshine New Energy, as both are involved in the energy sector, and the independence of Sunshine Yuchu's operations post-acquisition is uncertain [5][6]. - Sunshine New Energy has a broad investment portfolio in the renewable energy sector, which may complicate the competitive landscape following the acquisition [5][6].
江苏天元智能装备股份有限公司2024年年度权益分派实施公告
Core Viewpoint - Jiangsu Tianyuan Intelligent Equipment Co., Ltd. announced its 2024 annual profit distribution plan, which includes a cash dividend of RMB 0.035 per share, approved at the shareholders' meeting on May 27, 2025 [2][4]. Distribution Plan - The distribution year is for the 2024 fiscal year [3]. - The distribution is applicable to all shareholders registered with China Securities Depository and Clearing Corporation Limited, Shanghai Branch, as of the close of trading on the day before the equity registration [3]. - The total cash dividend to be distributed amounts to RMB 7,500,969, based on a total share capital of 214,313,400 shares [4]. Implementation Details - The cash dividends for unrestricted circulating shares will be distributed through the clearing system of China Securities Depository and Clearing Corporation Limited, Shanghai Branch [5]. - Specific shareholders, including Wu Yizhong, Yin Yan, He Qinghua, and certain investment partnerships, will receive their cash dividends directly from the company [6]. Taxation Information - For individual shareholders and securities investment funds acquiring shares from the public market, the company will not withhold personal income tax at the time of dividend distribution. The actual cash dividend per share will be RMB 0.035 [8]. - For shareholders holding restricted shares, the cash dividend will be subject to a 10% withholding tax, resulting in an actual cash dividend of RMB 0.0315 per share [9]. - For qualified foreign institutional investors (QFII), a 10% withholding tax will also apply, leading to an actual cash dividend of RMB 0.0315 per share [10]. Contact Information - For inquiries regarding the equity distribution, shareholders can contact the Securities Department at 0519-88810098 [11].
拟不超过5000万元收购亏损公司 泰禾智能要跨界做储能
Mei Ri Jing Ji Xin Wen· 2025-06-16 14:46
Core Viewpoint - 泰禾智能 plans to acquire 100% equity of 安徽阳光优储新能源有限公司 from its controlling shareholder 阳光新能源 for a price not exceeding 50 million yuan, marking a significant move into the commercial energy storage sector despite the company lacking prior experience in this area [1][3]. Group 1: Acquisition Details - The acquisition price will be finalized after further auditing and evaluation [1]. - 阳光优储, established in February 2023, is currently operating at a loss, with projected revenues of 19.77 million yuan in 2024 and a net loss of 6.13 million yuan [3]. - In the first quarter of 2025, 阳光优储 is expected to generate revenues of 15.70 million yuan, with a net loss of 22.66 million yuan [3]. Group 2: Company Background - 泰禾智能 specializes in AI-based visual recognition equipment and services, focusing on various sectors including agricultural products and recycling [4]. - The company reported a net profit of 8.42 million yuan for 2024, a recovery from a net loss of 11.80 million yuan in 2023 [4]. Group 3: Strategic Intent - The acquisition aims to leverage 泰禾智能's strengths in spectral detection technology and automation to enhance production efficiency and product quality [5]. - Despite the acquisition, 泰禾智能 has not established any current projects with 阳光新能源 or 阳光电源, indicating a lack of immediate collaboration [6]. Group 4: Market Reactions - Investors have expressed curiosity about the timing of asset integration from 阳光新能源 into 泰禾智能, but management has not provided a clear response [7]. - Prior to this acquisition, 泰禾智能 had announced plans to lease part of its facilities to 阳光新能源 for an annual rent of 2.016 million yuan [7].
天永智能: 关于公司向金融机构申请综合授信额度的公告
Zheng Quan Zhi Xing· 2025-06-16 11:28
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、准确性和完整性承担个别及连带责任。 重要内容提示: ●授信额度:上海天永智能装备股份有限公司(以下简称"公司")拟向金融 机构申请总额不超过 1 亿元的综合授信额度。 ●审议情况:公司第三届董事会第二十四次会议审议通过了《关于公司向金 融机构申请综合授信额度的议案》,无需提交公司股东会审议。 证券代码:603895 证券简称:天永智能 公告编号:2025-040 上海天永智能装备股份有限公司 根据公司主营业务的生产经营、业务发展计划,为满足公司各项业务顺利进 行及日常经营资金需求,提高资金营运能力,公司拟向信托等金融机构申请总额 不超过人民币 1 亿元的综合授信额度。申请的授信额度、授信期限最终以各家金 融机构实际审批为准。授信用途包括但不限于流动资金贷款、银行承兑汇票额度、 信用证额度、信托等,具体融资金额将视公司运营资金的实际需求来确定,以金 融机构与公司实际发生的融资金额为准。 公司董事会授权董事长或其授权人根据实际经营情况需要,在上述授信范围 内代表公司办理相关业务,并签署相关法律文件。前述授权的有效 ...
博众精工: 关于自愿披露收购资产的公告
Zheng Quan Zhi Xing· 2025-06-15 10:17
Core Viewpoint - The company plans to acquire 70% equity of Shanghai Wodian Industrial Automation Co., Ltd. for a cash consideration of 420 million yuan, which will enhance its competitiveness in the automotive manufacturing automation sector and diversify its business structure into a multi-driven model of "3C + New Energy + Automotive" [1][5][20]. Transaction Overview - The acquisition price for 70% equity of Shanghai Wodian is set at 420 million yuan, with a performance commitment that the net profit attributable to the parent company, after deducting non-recurring gains and losses, will not be less than 185 million yuan during the performance commitment period from 2025 to 2027 [1][3][5]. - The transaction does not involve related party transactions and does not constitute a major asset restructuring as defined by regulations, thus it does not require approval from the board of directors or shareholders [3][5]. Target Company Profile - Shanghai Wodian is a system integrator specializing in providing comprehensive industrial intelligent automation solutions, focusing on intelligent conveying systems, automated testing technologies, and smart factory information systems, primarily serving the automotive manufacturing, aerospace, and power industries [2][21]. - The company has established solid partnerships with renowned automotive manufacturers such as BMW, Mercedes-Benz, and Tesla, which will provide a stable customer base for future growth [21][22]. Financial and Performance Commitments - The performance commitment period for the acquisition is from 2025 to 2027, with a total net profit commitment of at least 185 million yuan [3][12]. - The valuation of Shanghai Wodian was determined based on an asset evaluation report, with an estimated total equity value of 681 million yuan, reflecting a significant premium over its book value [10][27]. Strategic Significance - The acquisition is strategically significant for the company as it aims to fill gaps in its automotive manufacturing automation capabilities and leverage Wodian's technology and customer resources to enhance its competitive edge [20][22]. - The integration of Wodian's capabilities is expected to facilitate the company's entry into the automotive intelligent equipment market and support its growth in the new energy vehicle sector [22][24]. Market Expansion and Risks - Shanghai Wodian is gradually expanding into overseas markets, particularly in Europe and the U.S., which may present challenges related to geopolitical factors and local operational requirements [26]. - The company has a significant order backlog, with 540 million yuan in hand orders as of December 31, 2024, indicating strong future revenue potential [16][20].
景业智能: 景业智能关于注销部分募集资金专户的公告
Zheng Quan Zhi Xing· 2025-06-11 11:23
证券代码:688290 证券简称:景业智能 公告编号:2025-048 二、募集资金账户开立情况 为规范公司募集资金管理和使用,提高资金使用效率和收益,保护投资者权 益,公司设立了相关募集资金专项账户,对募集资金实行专户存储。根据《中华 人民共和国公司法》《中华人民共和国证券法》《上市公司监管指引第 2 号—— 上市公司募集资金管理和使用的监管要求》《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》及有关法律法规和规范性文件的规定,结合公 司实际情况,制定了《杭州景业智能科技股份有限公司募集资金管理制度》,募 集资金到账后,已全部存放于经公司董事会批准开设的募集资金专项账户内,公 司已与保荐机构、募集资金专户开户银行签署了《募集资金专户存储三方监管协 议》公司募集资金专户的开立情况如下: 序号 账户名称 监管银行 募集资金专户账号 账户状态 杭州景业智能科技 招商银行股份有限公 股份有限公司 司杭州钱塘支行 杭州景业智能科技 中信银行股份有限公 股份有限公司 司杭州平海支行 杭州景业智能科技 宁波银行股份有限公 股份有限公司 司杭州分行 杭州景业智能科技股份有限公司 关于注销部分募集资金专户 ...
爱科科技: 国泰海通证券股份有限公司关于杭州爱科科技股份有限公司部分募集资金投资项目延期的核查意见
Zheng Quan Zhi Xing· 2025-06-11 09:20
Summary of Key Points Core Viewpoint - The company, Hangzhou Aike Technology Co., Ltd., has decided to postpone certain fundraising investment projects due to careful consideration of market conditions and project progress, ensuring that the quality of project implementation is maintained [5][6]. Fundraising Basic Information - The company received approval from the China Securities Regulatory Commission for its initial public offering on January 19, 2021, raising a net amount of 234.6215 million yuan from the issuance of 14.789598 million shares [2][3]. Fundraising Investment Project Status - The adjusted fundraising investment plan includes a total investment of 520 million yuan, with the adjusted fundraising amount for the "Intelligent Equipment Industrialization Base (R&D Center) Construction Project" reduced from 208 million yuan to 65.5 million yuan, maintaining the fundraising input at 55 million yuan [3][4]. Postponement Details - The company has adjusted the expected completion date for the "Intelligent Equipment Industrialization Base (R&D Center) Construction Project" to 2026, while ensuring that the investment purpose and scale remain unchanged [5][6]. Reasons for Postponement - The decision to postpone is based on the need for careful planning and resource allocation in response to market dynamics, aiming to enhance product competitiveness and ensure effective use of funds [5][6]. Measures to Ensure Completion - The company will closely monitor market changes and optimize resource allocation to ensure that the postponed projects are completed on schedule [6]. Impact of Postponement - The postponement will not affect the implementation content or the intended use of the raised funds, and it is aligned with the company's future development needs and shareholder interests [6][7]. Review Procedures - The company's board of directors approved the postponement on June 11, 2025, following necessary decision-making procedures, and the matter does not require shareholder meeting approval [6]. Sponsor's Verification Opinion - The sponsor institution has confirmed that the postponement has been duly approved by the board and complies with relevant regulations, ensuring no harm to shareholder interests [6][7].