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美盈森: 对外担保管理办法(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 11:19
General Principles - The management measures for external guarantees of Meiyingsen Group Co., Ltd. aim to protect company assets, enhance bank credit management, and reduce operational risks [1] - The term "guarantee" refers to the company providing guarantees, mortgages, or pledges on behalf of others, including loan guarantees and bank letters of credit [1] Guarantee Procedures - The company does not proactively provide guarantees; requests must come from the guaranteed enterprise, which should have good operational status and repayment ability [7] - The total amount of external guarantees is calculated based on the company's guarantees and the guarantees of subsidiaries multiplied by the company's shareholding ratio [8] Investigation of Guaranteed Objects - Before deciding on a guarantee, the company must assess the credit status of the guaranteed party and analyze the associated benefits and risks [10] - The guarantee applicant must provide comprehensive documentation, including financial reports and repayment capability analysis [11] Approval of Guarantees - External guarantees require approval from the board of directors, with at least two-thirds of the attending directors agreeing [15] - Certain guarantees exceeding specified thresholds must also be submitted to the shareholders' meeting for approval [16] Risk Management - The company must exercise caution and strictly control the debt risks associated with external guarantees [26] - Guarantees provided to controlling shareholders or related parties must include counter-guarantees from parties with actual bearing capacity [26] Information Disclosure - The company is obligated to disclose all external guarantee matters to the relevant auditing bodies and in accordance with stock exchange regulations [42] - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or faces severe financial distress [44] Responsibilities of Responsible Parties - The units, departments, or personnel involved in the investigation, approval, and contract review of guarantees are considered responsible parties [45] - Any unauthorized signing of guarantee contracts by directors or management that results in company losses will lead to accountability [46]
美盈森: 公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 11:19
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [2][3] - The company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations, registered in Shenzhen [2][3] - The company was approved by the China Securities Regulatory Commission to issue 45 million A shares to the public in November 2009 [2][3] Company Information - The registered name of the company is MYS GROUP CO., LTD., with a registered capital of RMB 1,531,323,685 [2][3] - The company is located in Shenzhen, specifically in the Guangming New District [2][3] Business Objectives and Scope - The company's business objective is to create a world-class packaging enterprise by providing high-quality integrated packaging solutions and value-added services [4][5] - The business scope includes the development and sales of various eco-friendly packaging products, packaging machinery, and technology development related to packaging solutions [4][5] Share Issuance - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [5][6] - The total number of shares issued by the company is 153,132.3685 million, all of which are ordinary shares [5][6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request meetings and supervise the company's operations [10][11] - Shareholders are obligated to comply with laws and regulations, and they cannot withdraw their capital except in legally specified circumstances [14][15] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48][49] - Shareholder meetings must be convened in accordance with legal procedures, and the company must provide necessary information and documentation to shareholders [50][51] Voting and Resolutions - Resolutions at shareholder meetings can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][81] - Shareholders must exercise their voting rights based on the number of shares they hold, and related parties must abstain from voting on matters that involve conflicts of interest [84][85]
美盈森: 股东会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 11:18
General Provisions - The rules are established to ensure the lawful convening and functioning of the company's shareholders' meeting, based on relevant laws and the company's articles of association [1] - The shareholders' meeting is divided into annual and temporary meetings, with the annual meeting held within six months after the end of the previous fiscal year and temporary meetings convened within two months when necessary [1][2] - The meeting will be held in person at the company's registered address or a designated location, with online participation available for shareholders [1][2] Preparation and Notification of the Shareholders' Meeting - The board secretary and securities department are responsible for preparing the meeting, including document preparation, notification, and collection of proposals from shareholders holding over 1% of voting shares [2] - Annual meetings must notify shareholders 20 days in advance, while temporary meetings require 15 days' notice [2] - Notifications must include meeting details, agenda items, and rights of shareholders to attend and vote [2][3] Conducting the Shareholders' Meeting - All registered shareholders or their proxies have the right to attend and vote, with identification required for attendance [5][6] - The chairman of the board presides over the meeting, and if unavailable, a vice-chairman or a director will be appointed [7] - The meeting must allow reasonable discussion time for each proposal, and shareholders have the right to speak and inquire [8][29] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions needing two-thirds approval [33][34] - Specific matters requiring special resolutions include capital changes, mergers, and amendments to the articles of association [10][11] - Voting rights are exercised based on the number of shares held, with provisions for separate counting of votes from minority investors [36][37] Record Keeping and Announcement of Resolutions - Meeting records must be maintained for at least ten years, detailing the meeting's proceedings, attendance, and voting results [30][31] - Resolutions must be announced promptly, including details of attendance and voting outcomes [49][50] - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request annulment within sixty days if procedural issues arise [53][56]
美盈森: 独立董事工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 11:18
Core Viewpoint - The document outlines the governance structure and responsibilities of independent directors at Meiyingsen Group Co., Ltd, emphasizing their role in protecting the interests of minority shareholders and ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1]. - They are obligated to act in good faith and diligence towards the company and all shareholders, particularly focusing on safeguarding the rights of minority shareholders [1][2]. - Independent directors must participate in decision-making, supervision, and provide professional advice to maintain the overall interests of the company [1][2][9]. Group 2: Qualifications and Independence - Independent directors must meet specific qualifications, including having no significant relationships with the company or its major shareholders, and must possess relevant professional knowledge and experience [2][3][5]. - They should not hold more than three independent director positions in domestic listed companies to ensure they can fulfill their responsibilities effectively [1][2]. - The document specifies conditions under which individuals cannot serve as independent directors, including those with significant shareholdings or employment relationships with the company [3][4]. Group 3: Nomination and Election Process - The nomination of independent directors can be proposed by the board or shareholders holding at least 1% of the company's issued shares, and must be approved by the shareholders' meeting [12][13]. - Candidates must provide consent and disclose their qualifications and independence before being nominated [13][14]. - The election process requires cumulative voting for multiple independent directors, ensuring transparency and representation of minority shareholders [15][16]. Group 4: Duties and Rights - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making quality [22][23]. - They have the right to independently hire external advisors for audits or consultations and can propose meetings to address urgent matters [23][24]. - Independent directors must report their opinions on significant matters to the board and ensure their views are disclosed alongside board resolutions [11][16]. Group 5: Performance Evaluation and Reporting - Independent directors are required to submit annual reports detailing their attendance, participation in committees, and interactions with minority shareholders [30][31]. - They must maintain records of their activities and communications related to their duties, which should be preserved for at least five years [15][33]. - The company is responsible for providing necessary support and resources to enable independent directors to perform their roles effectively [39][40].
美盈森(002303.SZ):上半年净利润同比增长17.29% 拟10股派0.66元
Ge Long Hui A P P· 2025-08-14 11:12
Core Viewpoint - Meiyingsen (002303.SZ) reported a year-on-year increase in revenue and net profit for the first half of 2025, indicating positive financial performance despite rising costs [1] Financial Performance - The company achieved operating revenue of 1,948.78 million yuan, a year-on-year increase of 5.46% [1] - Operating costs rose to 1,422.05 million yuan, reflecting a year-on-year increase of 7.36% [1] - Net profit attributable to shareholders reached 176.10 million yuan, showing a year-on-year growth of 17.29% [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 169.58 million yuan, with a slight year-on-year increase of 0.79% [1] Dividend Distribution - The company declared a cash dividend of 0.66 yuan for every 10 shares to all shareholders [1]
美盈森: 关于2025年半年度利润分配预案的公告
Zheng Quan Zhi Xing· 2025-08-14 11:11
Core Viewpoint - The company has proposed a profit distribution plan for the first half of 2025, which includes a cash dividend distribution to shareholders based on the company's net profit and retained earnings [2][4]. Group 1: Profit Distribution Plan - The company plans to distribute a total cash dividend of 101,067,363.21 yuan (including tax) to all shareholders, based on a total share capital of 1,531,323,685 shares as of June 30, 2025 [3]. - The profit distribution plan is based on a net profit of 80,714,564.10 yuan for the first half of 2025, with a 10% legal surplus reserve of 8,071,456.41 yuan being deducted from the available profit [2][3]. - The available profit for distribution after accounting for the legal reserve and previously distributed dividends amounts to 343,905,190.33 yuan [2]. Group 2: Rationale for Cash Dividend - The company emphasizes a long-term and sustainable development approach, considering operational performance, cash flow, future profitability, investment needs, and external financing conditions in its dividend policy [4]. - The profit distribution plan aligns with the company's three-year shareholder return plan (2024-2026) and aims to ensure continuity and stability in dividend decisions while protecting the rights of minority investors [4][5]. - The company maintains a strong financial position with sufficient operating cash flow, low debt ratio, and good debt repayment capacity, indicating that the proposed distribution will not adversely affect its operational capabilities [4][5].
美盈森:上半年净利润同比增长17.29%
Xin Lang Cai Jing· 2025-08-14 11:02
美盈森(002303.SZ)公告称,2025年上半年实现营业收入19.49亿元,同比增长5.46%;归属于上市公司股 东的净利润1.76亿元,同比增长17.29%。 ...
包装印刷板块8月14日跌0.68%,宏裕包材领跌,主力资金净流出2.91亿元
Market Overview - The packaging and printing sector experienced a decline of 0.68% on August 14, with Hongyu Packaging leading the drop [1] - The Shanghai Composite Index closed at 3666.44, down 0.46%, while the Shenzhen Component Index closed at 11451.43, down 0.87% [1] Stock Performance - Notable gainers in the packaging and printing sector included: - Shunhao Co., Ltd. (002565) with a closing price of 8.87, up 5.34% and a trading volume of 778,100 shares, totaling 684 million yuan [1] - Xianggang Technology (603499) closed at 18.01, up 4.35% with a trading volume of 264,000 shares, totaling 47.5 million yuan [1] - Donggang Co., Ltd. (002117) closed at 12.67, up 3.09% with a trading volume of 440,900 shares, totaling 555 million yuan [1] - Conversely, Hongyu Packaging (837174) saw a significant decline of 5.33%, closing at 16.68 with a trading volume of 18,100 shares, totaling 31.16 million yuan [2] - Other notable decliners included: - Hujing Materials (870204) down 4.25% to 21.85 [2] - Xiangxinglong (833075) down 4.08% to 30.60 [2] Capital Flow - The packaging and printing sector experienced a net outflow of 291 million yuan from institutional investors, while retail investors saw a net inflow of 249 million yuan [2] - The detailed capital flow for selected stocks showed: - Donggang Co., Ltd. (002117) had a net inflow of 42.03 million yuan from institutional investors [3] - Xianggang Technology (603499) saw a net inflow of 21.05 million yuan from institutional investors [3] - Shunhao Co., Ltd. (002565) had a net inflow of 14.23 million yuan from institutional investors [3]
环球印务跌1.99%,成交额1.16亿元,今日主力净流入-1763.79万
Xin Lang Cai Jing· 2025-08-14 08:27
Company Overview - Xi'an Global Printing Co., Ltd. is located in Xi'an High-tech Zone, established on June 28, 2001, and listed on June 8, 2016. The company primarily engages in the design, production, and sales of pharmaceutical paper box packaging products, while also involved in the packaging of alcoholic beverages, food color boxes, and corrugated cartons. The revenue composition includes: 48.31% from pharmaceutical and other paper boxes, 35.90% from printing packaging supply chain business, 15.04% from internet digital marketing, and 0.75% from sales of scrap materials and property leasing [7]. Financial Performance - As of June 30, 2025, the company reported a revenue of 439 million yuan, a year-on-year decrease of 43.53%. The net profit attributable to the parent company was -3.72 million yuan, a year-on-year decrease of 109.85% [8]. - The company has distributed a total of 72.57 million yuan in dividends since its A-share listing, with 17.92 million yuan distributed over the past three years [9]. Market Activity - On August 14, the company's stock fell by 1.99%, with a trading volume of 116 million yuan and a turnover rate of 4.28%, resulting in a total market capitalization of 2.682 billion yuan [1]. - The main capital inflow for the day was -17.64 million yuan, accounting for 0.15% of the total, indicating a reduction in main capital over two consecutive days [4]. Shareholder Information - As of June 30, 2025, the number of shareholders increased to 24,200, a rise of 9.96% from the previous period, while the average circulating shares per person decreased by 9.06% to 13,251 shares [8]. - Among the top ten circulating shareholders, Jinyuan Shun'an Yuanqi Flexible Allocation Mixed Fund (004685) ranked as the seventh largest shareholder, holding 1.4071 million shares, an increase of 177,100 shares from the previous period [9]. Technical Analysis - The average trading cost of the stock is 8.87 yuan, with recent capital reduction slowing down. The current stock price is near the support level of 8.34 yuan, which is critical for potential rebound; a drop below this level may trigger a downward trend [6].
永吉股份拟重大资产重组!跨界芯片领域
Group 1 - Yongji Co., Ltd. announced on August 13 that it is planning to acquire control of Nanjing Tenafly Electronics Technology Co., Ltd. through a combination of issuing shares and cash payment, and will raise matching funds by issuing shares to no more than 35 specific investors [1][7] - The transaction may constitute a major asset restructuring but will not lead to a change in the actual controller of the company and does not constitute a restructuring listing [1] - Yongji Co., Ltd. has signed a preliminary acquisition intention agreement with the actual controller of Tenafly, LEE MENG KUN, with the final transaction price to be determined based on audit and evaluation reports [7] Group 2 - Yongji Co., Ltd. has been expanding its business into the social printing market, including cigarette labels, liquor packaging, and pharmaceutical packaging, while also exploring the overseas controlled drug industry as a second main business [8][9] - The company reported a revenue of 905 million yuan for 2024, a year-on-year increase of 10.69%, and a net profit attributable to shareholders of 160 million yuan, up 59.77% year-on-year [9] - The overseas controlled drug business in Australia is focused on treating chronic pain, cancer pain, pediatric epilepsy, and assisting in mental illness treatment [9] Group 3 - As of August 13, Yongji Co., Ltd.'s stock price closed at 10.88 yuan per share, an increase of 3.82% [10]