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晶华新材: 晶华新材公司章程
Zheng Quan Zhi Xing· 2025-08-10 08:16
Core Points - The company is Shanghai Smith Adhesive New Material Co., Ltd., established as a joint-stock company from the former Shanghai Jinghua Adhesive Products Development Co., Ltd. [1] - The company was approved by the China Securities Regulatory Commission for its initial public offering of A-shares on October 20, 2017, and is listed on the Shanghai Stock Exchange [1] - The registered capital of the company is RMB 289.634661 million [1] Chapter Summaries General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to the Company Law of the People's Republic of China [1][2] - The company is a permanent joint-stock company, with the chairman serving as the legal representative [2] Business Objectives and Scope - The company's business objective is to enhance management levels and core competitiveness while providing quality services to customers and maximizing shareholder value [3] - The business scope includes the production and sale of various adhesive products, chemical products (excluding hazardous chemicals), and office supplies, as well as import and export activities [3] Shares - The company's shares are issued in the form of stocks, with all shares of the same category having equal rights [4] - The total number of shares issued by the company is 289.634661 million, with a par value of RMB 1 per share [4] Share Issuance and Repurchase - The company can increase capital through various methods, including issuing new shares and employee stock ownership plans, subject to shareholder approval [5] - The company may repurchase its shares under specific circumstances, such as dissenting shareholders requesting buybacks due to merger resolutions [5][6] Share Transfer - Shares must be transferred in accordance with the law, and the company does not accept its shares as collateral [9] - Directors and senior management are subject to restrictions on the transfer of shares they hold [9] Shareholders and Shareholder Meetings - The company maintains a shareholder register, which serves as proof of share ownership [12] - Shareholders have rights to dividends, attend meetings, supervise management, and request the company to repurchase shares under certain conditions [12] - The company must hold annual shareholder meetings within six months after the end of the previous fiscal year [48] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with different voting thresholds required for each type [81] - Ordinary resolutions require more than half of the voting rights present, while special resolutions require two-thirds [81][83]
晶华新材: 上海晶华胶粘新材料股份有限公司2024年度以简易程序向特定对象发行A股股票上市公告书
Zheng Quan Zhi Xing· 2025-05-22 10:28
Core Viewpoint - Shanghai Smith Adhesive New Material Co., Ltd. is set to issue new shares through a simplified procedure aimed at specific investors, with a total of 27,199,772 shares priced at 8.36 RMB per share, raising approximately 227.39 million RMB in total [4][9][12]. Group 1: Issuance Details - The new shares will be listed on the Shanghai Stock Exchange after a six-month lock-up period following the issuance [1][22]. - The issuance involves 8 specific investors who participated in the cash subscription, with shares subject to a six-month transfer restriction [1][22]. - The total amount raised from this issuance has been adjusted from a maximum of 250 million RMB to 227.39 million RMB [10][12]. Group 2: Company Information - The company was established on April 19, 2006, and is headquartered in Shanghai, with a registered capital of 258.79 million RMB [3]. - The company specializes in the production and sales of various adhesive materials, including electronic and automotive applications [3]. Group 3: Financial Information - The issuance price of 8.36 RMB per share represents 103.08% of the average trading price over the previous 20 trading days [12]. - The net proceeds from the issuance, after deducting issuance costs, are estimated to be approximately 222.24 million RMB [13]. - The company’s earnings per share and net asset value per share are projected to change post-issuance, with the basic earnings per share expected to be 0.07 RMB before the issuance and 0.06 RMB after [25].
晶华新材: 上海晶华胶粘新材料股份有限公司以简易程序向特定对象发行A股股票发行情况报告书
Zheng Quan Zhi Xing· 2025-05-16 09:22
Core Viewpoint - Shanghai Smith Adhesive New Material Co., Ltd. is conducting a simplified procedure for issuing A-shares to specific investors, aiming to raise a total of approximately 227.39 million yuan through the issuance of 27,199,772 shares at a price of 8.36 yuan per share [5][7][19]. Group 1: Company Overview - Company Name: Shanghai Smith Adhesive New Material Co., Ltd. [2] - Stock Code: 603683 [2] - Registered Capital: 262.5 million yuan [2] - Established: April 19, 2006 [2] - Listing Date: October 20, 2017 [2] - Business Scope: Production and sales of various adhesive materials and related products [2]. Group 2: Issuance Details - Total Shares Issued: 27,199,772 shares [5][19]. - Issuance Price: 8.36 yuan per share, which is 80% of the average trading price over the previous 20 trading days [6][7]. - Total Amount Raised: 227,390,093.92 yuan [5][7]. - Net Proceeds: 222,237,302.60 yuan after deducting issuance costs [5][7]. Group 3: Regulatory Compliance - The issuance process has been approved by the China Securities Regulatory Commission (CSRC) and complies with relevant laws and regulations [22][24]. - The issuance does not involve any commitments of guaranteed returns or financial support from major shareholders or related parties [22][17]. Group 4: Shareholder Structure - Post-Issuance Total Shares: 289,699,061 shares [19]. - The issuance will not change the control of the company, as no new major shareholders will emerge from this issuance [19][20]. - The top ten shareholders will hold 46.84% of the total shares after the issuance [19]. Group 5: Financial Impact - The issuance will enhance the company's capital strength, reduce the debt-to-asset ratio, and improve financial stability [20]. - The raised funds will be used for projects that align with national industrial policies and the company's strategic development plans, thereby expanding production capacity [20].