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中研股份: 吉林省中研高分子材料股份有限公司第四届监事会第五次会议决议公告
Zheng Quan Zhi Xing· 2025-08-27 10:29
证券代码:688716 证券简称:中研股份 公告编号:2025-024 一、监事会会议召开情况 吉林省中研高分子材料股份有限公司(以下简称"公司")第四届监事会 第五次会议通知于 2025 年 8 月 15 日以专人送达等方式送达全体监事,会议于 会议应出席监事 3 人,实际出席监事 3 人,本次会议的召集、召开和表决程序 符合《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》")《上海证券交易所科创板股票上市规 则》等相关法律、行政法规、规范性文件及《吉林省中研高分子材料股份有限 公司章程》(以下简称"《公司章程》")《吉林省中研高分子材料股份有限 公司监事会议事规则》等有关规定。 二、监事会会议审议情况 本次会议经全体监事表决,形成决议如下: (一)审议通过《关于公司<2025 年半年度报告>及其摘要的议案》 经审议,监事会认为:公司 2025 年半年度报告及其摘要的编制和审议程序 符合相关法律法规及《公司章程》等内部规章制度的规定,报告真实、准确、 完整地反映了公司的财务状况和经营情况,不存在虚假记载、误导性陈述或重 大遗漏。 吉林省中研高分子材料股份有限 ...
中研股份: 吉林省中研高分子材料股份有限公司第四届董事会第五次会议决议公告
Zheng Quan Zhi Xing· 2025-08-27 10:21
Meeting Overview - The fourth meeting of the board of directors of Jilin Zhongyan High Polymer Materials Co., Ltd. was held on August 27, 2025, with all 9 directors present [1] - The meeting complied with relevant laws and regulations, including the Company Law and Securities Law [1] Financial Report Approval - The board approved the 2025 semi-annual report, confirming it accurately reflects the company's financial status and operations [2] - The voting results were unanimous, with 9 votes in favor and no opposition or abstentions [2] Fund Management Report - The board approved the special report on the storage and actual use of raised funds for the first half of 2025, confirming compliance with regulations [2] - The report indicated no misuse of funds or changes in their intended purpose [2] Quality Improvement Action Plan - The board approved the semi-annual evaluation report of the "Quality Improvement and Efficiency Recovery Action Plan" for 2025, aimed at enhancing core competitiveness [3] - The plan is designed to promote high-quality development and fulfill the responsibilities of a listed company [3] Governance Changes - The board proposed to abolish the supervisory board and amend the company’s articles of association, pending shareholder approval [4] - The decision aligns with legal requirements and the company's actual situation [4] Governance System Revisions - The board approved revisions to several governance systems to enhance compliance and operational efficiency [4][6] - The revisions include updates to the management of shareholder meetings, board meetings, and various operational protocols [6] Fund Investment Project Adjustments - The board approved the postponement of certain fundraising investment projects and changes in implementation methods, aimed at improving project quality [7] - The adjustments were made based on practical project conditions and followed necessary review procedures [7] Capital Increase for Subsidiaries - The board approved capital increases for several wholly-owned subsidiaries, including an increase of 45 million yuan for Jilin Dingyan Chemical Co., Ltd. and 70 million yuan for Zhongyan Composite (Shanghai) Technology Development Co., Ltd. [8] - The decision reflects the business development needs of the subsidiaries [8] Upcoming Shareholder Meeting - The board decided to hold the first temporary shareholder meeting of 2025 on September 12, 2025, to discuss pending matters [9] - The meeting will address various proposals requiring shareholder approval [9]
中研股份: 国泰海通证券股份有限公司关于吉林省中研高分子材料股份有限公司部分募投项目调整内部投资结构及使用自有资金支付研发人员费用并以募集资金等额置换的核查意见
Zheng Quan Zhi Xing· 2025-06-20 09:36
Core Viewpoint - The company, Jilin Zhongyan High Polymer Materials Co., Ltd., is adjusting the internal investment structure of certain fundraising projects and using its own funds to pay for R&D personnel costs, which will later be replaced with equivalent amounts from the raised funds [1][10]. Fundraising Overview - The company has raised a total of RMB 902.26 million through the issuance of 30,420,000 shares at a price of RMB 29.66 per share, with a net amount of RMB 799.71 million after deducting issuance costs [1][2]. - All raised funds are managed in a dedicated account, with agreements in place between the company, its subsidiaries, and the commercial banks [2]. Project Adjustment Details - The project "Shanghai Carbon Fiber PEEK Composite Material R&D Center" has undergone changes in its implementation subject, location, and total investment amount, which has increased to RMB 110.20 million [3][5]. - The internal investment structure has been adjusted, with construction investment increasing and R&D personnel costs being reduced [5][6]. Reasons for Adjustment - The adjustments are made to enhance R&D capabilities and improve resource allocation without affecting the project's implementation or the interests of shareholders [6][8]. - The company aims to prioritize laboratory construction and equipment procurement due to the urgency of the project [5][6]. Use of Own Funds - The company plans to use its own funds to pay for R&D personnel costs during the project implementation and will replace these amounts with raised funds later [7][8]. - This approach is intended to improve operational efficiency and reduce financial costs while ensuring compliance with relevant regulations [8][9]. Approval Process - The adjustments were approved by the company's board of directors and supervisory board, confirming that the changes do not adversely affect the company's operations or shareholder interests [9][10]. - The company has established operational procedures to ensure the proper management of funds and compliance with regulations [10].