微电子

Search documents
芯动联科: 《网络投票实施细则》
Zheng Quan Zhi Xing· 2025-08-18 16:33
General Provisions - The company has established rules for online voting to enhance the shareholder meeting voting mechanism and protect investor rights, in accordance with relevant laws and regulations [2][3] - The online voting system is defined as the technology platform provided by the Shanghai Stock Exchange for shareholders to exercise their voting rights remotely [2] Online Voting Notification - The company must prepare relevant announcements for the shareholder meeting, including details such as meeting type, voting times, and proposed resolutions [4][5] - In case of changes such as postponements or additional proposals, the company is required to issue timely announcements [4] Online Voting Methods and Procedures - Shareholders can vote through the Shanghai Stock Exchange trading system or the internet voting platform on the day of the shareholder meeting [6][7] - Shareholders with multiple accounts can aggregate their voting rights across all accounts, but must ensure that they do not cast duplicate votes [6][7] Voting Results Statistics and Inquiry - After the online voting concludes, the company will receive the voting data from the information company, which will also provide statistical results and details [9][10] - The company must ensure compliance and accuracy in the voting data and disclose results, especially for matters affecting minority investors [10] Supplementary Provisions - The rules will take effect upon approval by the company's board of directors and will be interpreted by the board [10]
芯动联科: 《对外担保管理办法》
Zheng Quan Zhi Xing· 2025-08-18 16:33
Core Viewpoint - The company has established a comprehensive external guarantee management system to regulate guarantee behavior, control operational risks, and ensure compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The external guarantee refers to the company providing guarantees, mortgages, or pledges for others, including subsidiaries within the consolidated financial statements [1]. - The total amount of external guarantees by the company and its subsidiaries must be uniformly managed, requiring board or shareholder approval for any guarantee actions [1][2]. - Guarantees must adhere to principles of legality, prudence, mutual benefit, and safety, with strict risk control measures in place [1][2]. Group 2: Decision-Making Authority - The board of directors must approve external guarantees exceeding 10% of the company's latest audited net assets, and total guarantees exceeding 50% of the latest audited net assets require shareholder approval [3][4]. - Guarantees for subsidiaries can be exempt from certain regulations if they do not harm the company's interests [3][4]. Group 3: Application and Review Process - The finance department is responsible for receiving guarantee applications and must conduct a thorough assessment of the creditworthiness of the guaranteed party [11][12]. - The board of directors must carefully evaluate guarantee applications, potentially hiring external professionals for risk assessment [15][16]. Group 4: Daily Management and Risk Control - Written contracts must be established for all external guarantees, and the finance department is tasked with the daily management and record-keeping of these guarantees [19][20]. - Continuous monitoring of the financial status of the guaranteed party is required, with immediate reporting to the board if significant adverse changes occur [22][23]. Group 5: Miscellaneous Provisions - The company retains the right to pursue claims against guarantees if the guaranteed party defaults, and must participate in bankruptcy proceedings if necessary [24][25]. - The management system will take effect upon approval by the company's shareholders [32].
芯动联科: 《董事、高级管理人员所持本公司股份及其变动管理制度》
Zheng Quan Zhi Xing· 2025-08-18 16:33
General Principles - The document outlines the management system for shares held by directors and senior management of Anhui Xindong Lian Technology Co., Ltd, specifying procedures for shareholding and changes in accordance with relevant laws and regulations [1][2] - This system applies to all shares registered in the names of the company's directors and senior management, including those held through others' accounts and margin trading [1][2] Share Reduction Rules - Directors and senior management can sell shares through stock exchanges or other legally permitted methods, ensuring compliance with laws and disclosure obligations [2][3] - They must not reduce their holdings under certain conditions, such as within one year of the company's stock listing or during investigations by regulatory authorities [4][5] Reporting and Disclosure - Directors and senior management must report personal information to the company and relevant authorities within specified timeframes upon changes in their status or shareholdings [2][3] - Any share reduction must be reported in advance, detailing the number of shares, method, and reasons for the reduction [8][9] Restrictions on Trading - There are specific periods during which directors and senior management are prohibited from buying or selling shares, particularly around the announcement of financial reports or significant corporate events [4][5] - They are also restricted from engaging in margin trading or derivative transactions involving the company's shares [7][10] Compliance and Penalties - The company is responsible for ensuring that directors and senior management do not engage in insider trading and must report any violations to regulatory bodies [10][11] - Violations of the trading rules may result in penalties from the company and potential legal consequences for the individuals involved [11][12]
芯动联科: 《信息披露暂缓与豁免业务管理制度》
Zheng Quan Zhi Xing· 2025-08-18 16:33
General Principles - The company establishes a system for the temporary suspension and exemption of information disclosure to ensure compliance with relevant laws and regulations, including the Securities Law and the listing rules of the Shanghai Stock Exchange [1][2] - The system aims to guide the company and related information disclosure obligors in making prudent judgments regarding the suspension and exemption of disclosures [2] Scope of Suspension and Exemption - Information disclosure obligors can suspend or exempt disclosures if they have sufficient evidence that the information involves state secrets or other matters that may violate confidentiality regulations [2][3] - The company has an obligation to protect state secrets and must not disclose such information through any means, including investor interactions or press releases [2][3] Conditions for Commercial Secrets - The company can suspend or exempt the disclosure of commercial secrets if the information is core technology or business information that could lead to unfair competition or harm to the company or others [3][4] - If the reasons for suspension or exemption are eliminated, or if the information becomes difficult to keep confidential, the company must disclose it promptly [4][5] Approval Process and Management - The company must carefully determine the matters for suspension and exemption, following internal review procedures before implementation [4][5] - The company secretary is responsible for timely registration and archiving of suspension or exemption decisions, which must be kept for at least ten years [5][6] Penalty Rules - If the company's information disclosure personnel fail to comply with the conditions for suspension or exemption, or if they do not disclose information in a timely manner after the reasons for suspension have been removed, the company may impose penalties according to relevant laws and regulations [6] Additional Provisions - Any matters not covered by this system will be executed according to the relevant laws and regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange [7] - The system will take effect upon approval by the company's board of directors [7]
芯动联科: 《股东会议事规则》
Zheng Quan Zhi Xing· 2025-08-18 16:33
General Principles - The rules are established to promote the standardized operation of Anhui Xindong Lian Ke Micro System Co., Ltd. and to enhance the efficiency of shareholder meetings while protecting the legitimate rights and interests of shareholders [2][3] - The shareholder meeting is the highest authority of the company, composed of all shareholders, and may also include non-shareholder directors, senior management, and other invited personnel [2][3] Powers of the Shareholder Meeting - The shareholder meeting has the authority to elect and replace directors, approve the board's reports, and decide on profit distribution and loss compensation plans [5][6] - Decisions regarding capital increases or decreases, bond issuance, mergers, and amendments to the articles of association must be made by the shareholder meeting [5][6] External Guarantees - Certain external guarantees require approval from the shareholder meeting, including guarantees exceeding 10% of the latest audited net assets or total guarantees exceeding 50% of the latest audited net assets [3][4] - The approval process for guarantees involving shareholders or related parties requires that the concerned shareholder abstains from voting [4] Financial Assistance Transactions - Financial assistance transactions exceeding 10% of the latest audited net assets must be approved by the board and subsequently submitted to the shareholder meeting for approval [5][6] Major Transactions - Major transactions, such as asset purchases or sales exceeding 50% of the latest audited total assets, require shareholder meeting approval [5][6] Meeting Convening - The company must hold an annual shareholder meeting within six months after the end of the previous fiscal year, while temporary meetings can be called under specific circumstances [12][13] - Independent directors can propose temporary meetings, and the board must respond within ten days [12][13] Proposals and Notifications - Proposals must fall within the powers of the shareholder meeting and be submitted in writing at least ten days before the meeting [19][20] - Notifications must include details such as meeting time, location, agenda, and the rights of shareholders to attend and vote [22][23] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [43][44] - Shareholders can vote in person or by proxy, and each share carries one vote [46][47] Meeting Records and Other Matters - Meeting records must be maintained, detailing the time, location, attendees, and outcomes of each proposal [66][67] - The rules are to be implemented upon approval by the shareholder meeting and are considered an attachment to the company's articles of association [70][71]
芯动联科: 中信建投证券股份有限公司关于安徽芯动联科微系统股份有限公司使用自有资金支付募投项目所需资金并以募集资金等额置换的核查意见
Zheng Quan Zhi Xing· 2025-08-18 16:33
Summary of Key Points Core Viewpoint - The company, Anhui Xindong Lian Ke Micro System Co., Ltd., is utilizing its own funds to pay for investment projects and will replace these expenditures with raised funds in an equal amount, which has been reviewed and approved by the sponsor and supervisory board [1][6]. Group 1: Fundraising Overview - The company has issued 55.21 million shares at a price of 26.74 RMB per share, raising a total of 1,476.32 million RMB, with a net amount of 1,354.36 million RMB after deducting issuance costs [1]. - The raised funds are stored in a special account approved by the company's board and are subject to a tripartite supervision agreement with the sponsor and the commercial bank [2]. Group 2: Investment Project Details - The total investment for the fundraising projects is 100 million RMB, with the same amount planned to be used from the raised funds [2][3]. - The company has approved changes to the investment projects, extending the implementation period and adjusting the investment structure to include a new project for the development and industrialization of Inertial Measurement Units (IMU) [2][3]. Group 3: Reasons for Using Own Funds - The company needs to use its own funds for certain expenditures due to regulatory requirements, such as salary payments and tax obligations, which cannot be processed through the fundraising account [4][5]. - The use of own funds allows for more efficient management of project payments, especially when dealing with multiple projects sharing the same location [5]. Group 4: Operational Process - The company will compile a detailed list of expenditures paid with its own funds and will subsequently transfer an equal amount from the fundraising account to replace these expenditures [5]. - Continuous supervision will be conducted to ensure compliance with the replacement process, with the company and the bank cooperating with the sponsor's inquiries [5]. Group 5: Impact and Approval - The use of own funds is expected to enhance the efficiency of fund utilization and will not affect the normal implementation of the investment projects [6]. - The board and supervisory committee have reviewed and approved the use of own funds for project payments, confirming that it aligns with regulatory requirements and does not alter the intended use of raised funds [6][7].
芯动联科: 董事会薪酬与考核委员会关于公司2025年限制性股票激励计划(草案)的核查意见
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Viewpoint - The company is set to implement a 2025 restricted stock incentive plan, which has been reviewed and approved by the Board's Compensation and Assessment Committee, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: Eligibility and Compliance - The company has confirmed its eligibility to implement the stock incentive plan, meeting the conditions outlined in the relevant laws and regulations [2][3] - The incentive plan does not include independent directors or supervisors, ensuring that all selected participants meet the criteria established by the management regulations and company bylaws [2][3] Group 2: Plan Details and Objectives - The plan includes specific arrangements for the granting and vesting of restricted stocks, such as grant quantity, grant date, conditions, and vesting terms, all of which comply with legal requirements and protect the interests of the company and its shareholders [3] - The primary objective of the incentive plan is to attract and retain talented individuals, aligning the interests of shareholders, the company, and the core team to promote long-term development [3]
思瑞浦微电子科技(苏州)股份有限公司 部分董事、高级管理人员减持股份计划公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-08-16 06:02
Core Viewpoint - The company announces a share reduction plan by its Vice President and Director, Feng Ying, due to personal funding needs, involving a maximum of 540,000 shares, which is up to 0.4% of the total share capital [3][10]. Group 1: Shareholding Information - As of the announcement date, Feng Ying holds 9,161,459 shares, representing 6.75% of the company's total share capital [2]. - The shares held by Feng Ying were acquired before the company's initial public offering and are subject to a lock-up period that ended on September 21, 2023 [2][3]. Group 2: Reduction Plan Details - Feng Ying plans to reduce his holdings through block trades or centralized bidding within three months after the announcement, starting 15 trading days later [3]. - The reduction price will be determined based on market conditions at the time of the sale, and adjustments will be made if there are changes in share structure during the reduction period [3][10]. Group 3: Previous Commitments - Feng Ying had previously committed not to transfer or manage his shares for 36 months post-IPO and has specific annual limits on share transfers thereafter [6][8]. - The commitments include conditions for extending the lock-up period if the stock price falls below the issue price within six months post-IPO [6][8]. Group 4: Compliance and Legal Framework - The reduction plan complies with relevant laws and regulations, including the Company Law and Securities Law, ensuring no circumstances prevent the share reduction [10]. - The company and its shareholders will adhere to disclosure obligations during the reduction process [10].
广州市场主体总量突破400万户 跃居全国城市第三
Guang Zhou Ri Bao· 2025-08-16 02:02
Core Insights - Guangzhou has achieved a historic milestone by surpassing 4 million market entities, ranking third among Chinese cities, showcasing its economic vitality and potential [2][3][10] - The growth in market entities reflects a structural optimization and a shift towards high-quality development, with enterprises constituting 65% of the total [3][9] - The city is attracting global resources and investments, with a stable 15% growth rate in foreign enterprises, indicating Guangzhou as a preferred choice for international capital [7][8] Group 1: Market Growth and Structure - The total number of market entities in Guangzhou has crossed 4 million, marking a significant milestone in its economic development [2][3] - Enterprises account for over 2.6 million of these entities, reinforcing their role as the main drivers of the market economy [3][10] - The growth of market entities is not merely quantitative but also qualitative, indicating a shift towards a more robust economic structure [3][10] Group 2: Innovation and Industry Development - New industries are emerging vigorously, with significant growth in sectors such as biomedicine, intelligent equipment, and software, reflecting Guangzhou's strategic focus on innovation [9][10] - The establishment of high-tech manufacturing facilities, such as GAC Aion's smart factory, exemplifies advancements in production efficiency and technological innovation [4][9] - The city is fostering a healthy ecosystem where large enterprises lead innovation while small businesses contribute to market vitality [6][9] Group 3: Investment Environment - Guangzhou's favorable business environment is a key factor in attracting investments, with ongoing reforms enhancing market access and operational efficiency [11][12] - The implementation of digital transformation initiatives, such as the "Spark Plan," is helping individual businesses transition to more efficient operational models [6][12] - The city has been recognized for its efforts to create a friendly business environment, ranking first in the "Top 30 Livable Cities in China" for 2025 [11][12] Group 4: Future Prospects - Guangzhou aims to reach the next milestone of 5 million market entities, driven by continuous reforms and a commitment to enhancing the business ecosystem [16][17] - The city is focused on providing tailored services to support the growth of market entities, ensuring they can thrive in a competitive environment [17] - With a strategic location in the Guangdong-Hong Kong-Macao Greater Bay Area, Guangzhou is well-positioned to leverage regional opportunities for further economic development [17]
必易微: 董事会薪酬与考核委员会关于公司2025年限制性股票激励计划相关事项的核查意见
Zheng Quan Zhi Xing· 2025-08-15 16:36
Core Viewpoint - The company has the qualifications to implement the 2025 restricted stock incentive plan, as confirmed by the remuneration and assessment committee [1][2]. Group 1: Eligibility and Compliance - The company has verified that it meets the necessary qualifications for implementing the stock incentive plan, including compliance with relevant laws and regulations [1][2]. - The incentive plan does not include company directors, supervisors, senior management, or shareholders holding more than 5% of the company's shares [2]. Group 2: Disclosure and Approval Process - The company will publicly disclose the names and positions of the incentive plan participants at least 10 days prior to the shareholders' meeting [3]. - The remuneration committee will provide its review opinions on the list of incentive participants five days before the shareholders' meeting [3]. Group 3: Benefits and Objectives - The incentive plan aims to enhance employee cohesion and the company's core competitiveness, contributing to sustainable development without harming the interests of the company and its shareholders [3].