对外投资管理制度

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深圳赫美集团股份有限公司 二〇二五年第一次临时股东大会决议公告
Zheng Quan Shi Bao· 2025-09-25 18:31
本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚假记载、误导性陈述或重大遗 漏。 特别提示: 1、本次股东大会无增加、否决或者修改提案的情况; 2、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 深圳赫美集团股份有限公司(以下简称"公司")2025年第一次临时股东大会于2025年9月25日下午15:00 在深圳市南山区中心路3008号深圳湾1号T7座2205公司会议室召开。会议由公司董事会召集,公司第六 届董事会副董事长郑梓豪先生主持,通过现场和网络投票的股东及股东代理人263名,代表有表决权股 份278,825,552股,占公司有表决权股份总数的21.2640%。其中: 1、通过现场投票的股东及股东代理人2名,代表有表决权股份269,916,059股,占公司有表决权股份总数 的20.5846%。 2、通过深圳证券交易所交易系统和互联网投票系统投票的股东261名,代表有表决权股份8,909,493股, 占公司有表决权股份总数的0.6795%。 3、参加本次股东大会投票的中小股东(除上市公司的董事、监事、高级管理人员、单独或合计持有上 市公司5%以上股份的股东以外的其他 ...
天创时尚: 天创时尚股份有限公司对外投资管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 12:17
Core Viewpoint - The document outlines the external investment management system of Tianchuang Fashion Co., Ltd., aiming to standardize investment behaviors, enhance decision-making responsibility, and maximize shareholder interests while ensuring asset preservation and appreciation [2][21]. Group 1: General Principles - The external investment refers to various forms of investment activities aimed at obtaining future returns, including long-term equity investments and short-term financial investments [3]. - Basic principles for external investments include alignment with the company's development strategy, rational resource allocation, and the creation of good economic benefits [3]. Group 2: Approval Authority - The company implements a professional management and hierarchical approval system for external investments, requiring adherence to relevant laws and regulations [6]. - The decision-making bodies for external investments include the shareholders' meeting, the board of directors, and the chairman, each with specific decision-making scopes [6][7]. Group 3: Shareholders' Meeting Approval - Certain thresholds require shareholders' meeting approval after board review, including transactions involving assets exceeding 50% of total audited assets or net assets, and profits exceeding 50% of the last audited net profit [4][5]. - Cumulative transactions exceeding 30% of total audited assets within twelve months must also be submitted for shareholder approval [5]. Group 4: Board of Directors Approval - The board must approve transactions involving assets exceeding 10% of total audited assets or net assets, with specific monetary thresholds for various types of transactions [5]. - The board's approval is also required for transactions that significantly impact the company's financials, such as profits or revenues exceeding 10% of the last audited figures [5]. Group 5: Chairman's Approval - The chairman can make decisions for transactions involving less than 10% of total audited assets or net assets, with specific conditions outlined for various types of transactions [6]. Group 6: Special Regulations for Securities Investment - Securities investments must follow principles of legality, prudence, safety, and effectiveness, with strict internal control systems established to manage investment risks [10]. - The company is prohibited from using raised funds for securities investments and must ensure that investment operations are conducted by multiple personnel to prevent conflicts of interest [10][11]. Group 7: Financial Management and Auditing - The financial center is responsible for comprehensive financial records of external investments, ensuring compliance with accounting standards [20]. - Regular audits and evaluations of investment projects are mandated to maintain oversight and protect the company's interests [20].
合肥泰禾智能科技集团股份有限公司2025年第一次临时股东会决议公告
Shang Hai Zheng Quan Bao· 2025-07-30 19:15
Meeting Overview - The first extraordinary general meeting of shareholders was held on July 30, 2025, at the company's office in Hefei, Anhui Province [2] - The meeting was convened by the board of directors and chaired by Chairman Zhang Xucheng, utilizing a combination of on-site and online voting methods [2][3] Attendance - All 7 current directors attended the meeting, along with the general manager and board secretary, while other executives were present as attendees [3] Resolutions Passed - The following proposals were approved during the meeting: - Cancellation of the supervisory board and amendments to the Articles of Association [4] - Approval of the Articles of Association [4] - Approval of the Rules of Procedure for Shareholders' Meetings [5] - Approval of the Rules of Procedure for Board Meetings [5] - Approval of the External Guarantee Management Measures [5] - Approval of the Fundraising Management Measures [5] - Approval of the Related Party Transaction Management Measures [5] - Approval of the Independent Director Work System [5] - Approval of the External Investment Management System [5] - Approval of the Remuneration Management Measures for Directors and Senior Management [5] - Approval of the Selection System for Accounting Firms [6] - Approval of the increase in estimated daily related party transactions for 2025 [6] Legal Compliance - The meeting was witnessed by Shanghai Tongli Law Firm, confirming that the convening and procedures of the meeting complied with relevant laws and regulations [6]
泰禾智能: 上海市通力律师事务所关于合肥泰禾智能科技集团股份有限公司2025年第一次临时股东会的法律意见书
Zheng Quan Zhi Xing· 2025-07-30 16:37
Core Viewpoint - The legal opinion confirms that the procedures for convening and holding the 2025 first extraordinary general meeting of shareholders of Hefei Taihe Intelligent Technology Group Co., Ltd. comply with relevant laws and regulations, and the voting results are valid [1][9]. Group 1: Meeting Procedures - The meeting will be held on July 30, 2025, combining on-site and online voting, with online voting available from 9:15 AM to 3:00 PM on the same day [2][3]. - The company has provided adequate notice of the meeting, including time, location, and agenda, in accordance with legal requirements [3][4]. Group 2: Attendance and Voting - A total of 164 participants attended the meeting, representing 44,923,904 shares, which is 33.1059% of the total voting shares [2][3]. - The voting results indicate that all proposed resolutions were approved, with significant support from shareholders [6][9]. Group 3: Voting Results - For the various resolutions, the voting results were as follows: - Resolution on the company’s articles: 44,434,148 shares in favor, representing a majority [4]. - Resolution on fundraising management: 44,401,148 shares in favor, with 13,900 shares abstaining [5]. - Resolution on related party transactions: 44,402,948 shares in favor, with 5,600 shares abstaining [5]. - The meeting's voting procedures were conducted in accordance with legal and regulatory requirements, ensuring the legitimacy of the results [9].
亚世光电: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-06-26 16:30
Core Points - The document outlines the external investment management system of Asia Optical (Group) Co., Ltd, aiming to regulate investment behavior, control risks, and enhance investment efficiency [1][2] - The investment management principles emphasize compliance with national policies, resource allocation, risk prevention, and maximizing shareholder value [1][3] Group 1: Investment Approval Process - The company implements a hierarchical approval system for external investments, requiring decisions from the shareholders' meeting, board of directors, and chairman [3][8] - Specific investment transactions exceeding certain thresholds must be approved by the board and, in some cases, the shareholders' meeting [4][5] - The thresholds for board approval include transactions exceeding 10% of audited annual revenue or net profit, with absolute amounts specified [5][6] Group 2: Organizational Management - The shareholders' meeting, board of directors, and chairman are the decision-making bodies for external investments, with no other departments or individuals authorized to make such decisions [8][9] - The president is responsible for coordinating investment projects and may establish an investment review team for project oversight [9][10] Group 3: Financial Management and Auditing - The finance department is tasked with comprehensive financial management of external investments, ensuring proper accounting practices are followed [28][29] - Annual checks and audits of investment projects are mandated to maintain oversight of financial health and compliance [30][31] Group 4: Investment Transfer and Recovery - The company can recover investments under specific circumstances, such as project completion or financial insolvency [33][34] - Investment transfers must be decided by the board or chairman, with a requirement for fair pricing and potential third-party evaluations [36][38] Group 5: Monitoring and Supervision - The investment department is responsible for tracking investment performance and reporting any issues to the president or board [39] - The auditing department conducts oversight of investment activities, focusing on compliance with approval processes and financial integrity [40][41]