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东湖高新: 关于放弃参股公司湖北路桥股权转让优先购买权及增资优先认购权暨关联交易的公告
Zheng Quan Zhi Xing· 2025-08-25 17:31
Core Viewpoint - The company has decided to waive its preferential purchase rights and subscription rights regarding the transfer of 66% equity in Hubei Road and Bridge Group Co., Ltd. to its controlling shareholder, Hubei Construction Investment Group Co., Ltd., as part of an internal resource integration strategy [1][3][10]. Summary by Sections Proposed Related Transactions Overview - Hubei Construction Investment Group intends to acquire 66% equity in Hubei Road and Bridge through a private agreement and plans to inject capital not exceeding 2.5 billion yuan, with 1.313 billion yuan as new registered capital [2][3]. - After the capital increase, the registered capital of Hubei Road and Bridge will rise from 2 billion yuan to 3.313 billion yuan [2][10]. Related Party Relationship Explanation - The transaction involves Hubei Construction Investment Group, the controlling shareholder of the company, which constitutes a related party transaction but does not qualify as a major asset restructuring under relevant regulations [3][11]. Review Procedures - The proposed related transactions have been approved by the company's board of directors and supervisory committee, with independent directors also providing their consent [3][11]. Basic Information on Related Transactions - The transaction involves waiving rights related to the preferential purchase and subscription of Hubei Road and Bridge's equity, categorized under the Shanghai Stock Exchange's rules [6][9]. Valuation and Pricing Policy - The total equity value of Hubei Road and Bridge is assessed at 3.808 billion yuan, with the transfer price for the 66% equity set at approximately 2.513 billion yuan [9][10]. Reasons for Waiving Rights and Impact on the Company - The decision to waive these rights is based on strategic considerations, focusing on the company's core business and financial situation, and is not expected to adversely affect the company's main operations or financial results [10][11].
东湖高新: 关于调整董事会专门委员会的公告
Zheng Quan Zhi Xing· 2025-08-25 17:31
Core Points - The company announced the adjustment of its board's specialized committees, specifically merging the internal control committee into the audit committee [1][2] - The audit committee will now oversee financial information disclosure, external and internal audit evaluations, and internal control assessments [1] - The audit committee consists of three independent directors, with a professional accountant serving as the convener [2] Group 1: Committee Adjustments - The internal control committee has been dissolved, and its responsibilities have been integrated into the audit committee [1] - The audit committee's main responsibilities include reviewing financial information, supervising external audits, and evaluating internal controls [1] Group 2: Audit Committee Members - The audit committee is composed of three independent directors: Wang Hua (convener), Jin Mingwei, and Xiong Xinhua [2] - The term of the current audit committee members lasts until the end of the tenth board's term [2]
东湖高新: 武汉东湖高新集团股份有限公司投资管理办法
Zheng Quan Zhi Xing· 2025-08-25 17:31
Core Points - The document outlines the investment management measures of Wuhan East Lake Hi-Tech Group Co., Ltd. to ensure standardized, orderly, and healthy development of investment activities while protecting the interests of the company and its investors [1][2][3] Investment Principles - Investments must align with national development plans and industrial policies [2] - Investments should comply with the requirements of the Hubei Provincial State-owned Assets Supervision and Administration Commission and the controlling shareholder [2] - Investments must adhere to the company's strategic development plans and main business direction [2] - The overall investment return rate (after tax) for projects should not be less than 6% [2][3] Prohibited Investment Behaviors - Investments in companies that are insolvent or have no hope of turning around are strictly prohibited [1] - Collaborations with companies that have poor credit, low asset quality, or lack investment capability are forbidden [1] - Investments in industries with serious overcapacity are not allowed [1] Investment Project Classification - Investment projects are categorized into merger and acquisition projects, non-merger projects, and fund investment projects [3] Investment Decision Process - Investment projects must go through a structured decision-making process including project initiation, preliminary review, and final decision-making by the board of directors or shareholders [3][4] Post-Investment Management - The company will conduct regular performance evaluations of invested projects based on revenue, profit, and cash flow to ensure expected investment goals are met [12][15] Annual Investment Planning - Each subsidiary must prepare an annual investment plan by December 31 each year, which will be consolidated and submitted for board approval [9][10] Responsibility and Accountability - Company personnel who violate investment regulations leading to asset loss will be held accountable according to the company's management measures [26][27]
东湖高新: 武汉东湖高新集团股份有限公司独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-25 17:31
独立董事工作制度 第一章 总则 第一条 为促进武汉东湖高新集团股份有限公司(以下简称"公司")规范 运作,规范独立董事行为,充分发挥独立董事在公司治理中的作用,维护公司整 体利益,保障全体股东特别是中小股东的合法权益不受损害,根据《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》《上市公 司独立董事管理办法》 (中国证券监督管理委员会令第 220 号)等有关法律法规、 规范性文件和《武汉东湖高新集团股份有限公司章程》 (以下简称"《公司章程》") 的有关规定,结合公司实际情况,制定本制度。 武汉东湖高新集团股份有限公司 WUHANEASTLAKEHI-TECHGROUPCO., LTD. 独立董事工作制度 第二条 独立董事是指不在公司担任除董事外的其他职务,并与公司及其主 要股东、实际控股人不存在直接或者间接利害关系,或者其他可能影响其进行独 立客观判断关系的董事。 独立董事应当独立公正地履行职责,不受公司及主要股东、实际控制人或者 其他与公司存在利害关系的单位或个人的影响。若发现所审议事项存在影响其独 立性的情况,应向公司申明并实行回避。任职期间出现明显影响独立性情形的, 应及时通 ...
东湖高新: 武汉东湖高新集团股份有限公司信息披露管理制度
Zheng Quan Zhi Xing· 2025-08-25 17:31
Core Viewpoint - The document outlines the information disclosure management system of Wuhan East Lake Hi-Tech Group Co., Ltd., emphasizing the importance of accurate, timely, and fair disclosure of information to protect the rights of shareholders and other stakeholders [2][3][4]. Group 1: General Principles of Information Disclosure - The company must disclose information in accordance with laws, regulations, and its own articles of association, ensuring that all disclosures are truthful, accurate, complete, timely, and fair [4][5]. - Information must be disclosed simultaneously to all investors, without any selective disclosure [4][5]. - The company is required to disclose significant information that may impact stakeholders' decisions, including development strategies and operational philosophies [4][6]. Group 2: Types of Disclosure - The main types of disclosure include prospectuses, fundraising documents, listing announcements, acquisition reports, periodic reports, and temporary reports [3][6]. - Regular reports must include annual, semi-annual, and quarterly reports, with specific timelines for disclosure after the end of each reporting period [8][10]. Group 3: Responsibilities and Procedures - The board of directors is responsible for overseeing the information disclosure process, with the chairman as the primary responsible person [37][38]. - The company must establish a clear procedure for disclosing significant events, ensuring that relevant information is reported promptly to the board [39][40]. - The audit committee is tasked with reviewing the financial information in periodic reports before submission to the board [9][10]. Group 4: Confidentiality and Exceptions - Insiders must maintain confidentiality regarding undisclosed information and are prohibited from using such information for insider trading [4][6]. - The company may delay or exempt disclosure of certain information if it involves sensitive financial data or trade secrets, provided that such decisions comply with relevant regulations [28][29]. Group 5: Communication with Stakeholders - The company must ensure that all investors receive the same information simultaneously, avoiding any preferential treatment for specific individuals or groups [60][61]. - The board secretary is responsible for managing investor relations and coordinating communication activities with stakeholders [59][62].
东湖高新: 武汉东湖高新集团股份有限公司董事会审计委员会实施细则
Zheng Quan Zhi Xing· 2025-08-25 17:31
General Overview - The company establishes the Board Audit Committee to enhance decision-making, improve internal controls, and ensure effective supervision of the management team [2][3] Committee Structure and Composition - The Audit Committee consists of three directors, with independent directors making up at least half of the committee, including one professional accountant [4] - The committee is nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [4] - The term of the Audit Committee members aligns with that of other directors, not exceeding three years, with independent directors limited to six consecutive years [4] Responsibilities and Authority - The main responsibilities of the Audit Committee include reviewing financial information, supervising external and internal audits, and evaluating internal controls [6][7] - The committee must approve significant financial disclosures and the hiring or dismissal of external auditors before submission to the board [12] - The committee has the authority to inspect company finances, supervise management actions, and propose temporary board or shareholder meetings if necessary [20][21] Meeting Procedures - The Audit Committee holds regular meetings at least quarterly, with provisions for special meetings as needed [16][17] - Decisions require a majority vote, and members must disclose any conflicts of interest [29] Disclosure Requirements - The company is required to disclose the composition and professional background of the Audit Committee members, as well as their annual performance [33][34] - Any significant issues identified by the committee that meet disclosure standards must be reported promptly [35][36]
东湖高新: 武汉东湖高新集团股份有限公司总经理工作细则
Zheng Quan Zhi Xing· 2025-08-25 17:31
Core Points - The document outlines the operational guidelines for the management of Wuhan East Lake Hi-Tech Group Co., Ltd, aiming to enhance decision-making efficiency and compliance with legal regulations [1][2]. Chapter Summaries Chapter 1: General Principles - The guidelines are established to ensure smooth daily operations and management of the company, adhering to national laws and the company's articles of association [1]. Chapter 2: Appointment of the General Manager - The company appoints one General Manager, several Deputy General Managers, a Board Secretary, a Chief Accountant, and a Chief Legal Advisor, with the General Manager nominated by the Chairman and appointed by the Board [2]. - The General Manager's term is three years, with the possibility of reappointment [2]. Chapter 3: Powers and Responsibilities of the General Manager - The General Manager is responsible for managing the company's operations, implementing Board decisions, and reporting to the Board [3]. - Other management members assist the General Manager and are responsible for their respective departments [3]. Chapter 4: General Manager's Office Meetings - The General Manager's office meetings are held monthly or as needed to discuss significant operational matters, with decisions made collectively [4][5]. - Meeting records must be maintained for at least ten years, ensuring confidentiality of discussed matters [6]. Chapter 5: Responsibilities of the General Manager - The General Manager is tasked with developing medium to long-term plans and annual budgets, which require Board approval [7][8]. - The General Manager oversees the company's financial management, including budget implementation and financing activities [8][9]. Chapter 6: Reporting System - The General Manager must report significant decisions and events to the Board, with regular business reports required quarterly, semi-annually, and annually [10][11].
东湖高新: 武汉东湖高新集团股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-08-25 17:31
武汉东湖高新集团股份有限公司 WUHANEASTLAKEHI-TECHGROUPCO., LTD. 股东会议事规则 股东会议事规则 第一章 总则 第一条 为维护武汉东湖高新集团股份有限公司(以下简称"公司")股东 合法权益,规范公司的组织和行为,根据《中华人民共和国公司法》(以下简称 "《公司法》")和《武汉东湖高新集团股份有限公司章程》(以下简称"《公 司章程》")以及国家相关法规,制定本规则。 第二条 公司股东会的召集、提案、通知、召开等事项适用本规则。 第三条 本规则所涉及到的术语和未载明的事项均以《公司章程》为准,不 以公司的其他规章作为解释和引用的条款。 第四条 股东会应当在《公司法》等法律法规、规范性文件以及《公司章程》 规定的范围内行使职权,不得干涉股东对自身权利的处分。 第二章 股东会的一般规定 第五条 股东会是公司权力机构,是股东依法行使权力的主要途径。 第六条 股东会依法行使下列职权: (一)选举和更换董事,决定有关董事的报酬事项; (六)对公司合并、分立、解散、清算或者变更公司形式作出决议; (十)审议公司在一年内购买、出售重大资产超过公司最近一期经审计总资 产 30%的事项; 本文件为 ...
东湖高新: 武汉东湖高新集团股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-08-25 17:31
武汉东湖高新集团股份有限公司 WUHANEASTLAKEHI-TECHGROUPCO., LTD. 董事会议事规则 董事会议事规则 第一章 总则 第一条 为规范武汉东湖高新集团股份有限公司(以下简称"公司")董事 会的决策行为和运作程序,保证公司决策行为的民主化、科学化,建立适应现代 市场经济规律和要求的公司治理机制,完善公司的法人治理结构,根据《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》")《上市公司治理准则》《上海证券交易所股票上市规则》 等法律、法规、规范性文件,以及《武汉东湖高新集团股份有限公司章程》(以 下简称"《公司章程》")的有关规定,特制订本规则。本规则所涉及到的术语 和未载明的事项均以《公司章程》为准,不以公司的其他规章作为解释和引用的 条款。 第二条 公司设董事会,董事会由股东会选举产生,董事会是公司经营管理 的决策机构,维护公司和全体股东的利益,在《公司章程》的规定和股东会的授 权范围内,负责公司发展目标和重大经营活动的决策,对股东会负责并向股东会 报告工作。 第二章 董事会的组成和职权 第三条 公司董事会由 9 名董事组成,其中独 ...
东湖高新: 2025年半年度报告
Zheng Quan Zhi Xing· 2025-08-25 17:26
Core Viewpoint - Wuhan East Lake High Technology Group Co., Ltd. reported a significant increase in revenue but a decline in net profit for the first half of 2025, indicating challenges in profitability despite growth in sales [3][11]. Financial Performance - The company achieved operating revenue of approximately 1.068 billion yuan, a year-on-year increase of 31.66% [3]. - Total profit decreased by 24.11% to approximately 80.12 million yuan [3]. - Net profit attributable to shareholders dropped by 40.32% to about 49.18 million yuan [3]. - The net cash flow from operating activities was negative at approximately -511 million yuan [3]. - The company's total assets decreased by 3.35% to approximately 18.18 billion yuan [3]. Business Segments - The park operation segment generated revenue of approximately 493 million yuan, with a significant increase in sales but a decrease in gross margin [11]. - The environmental technology segment reported revenue of approximately 575 million yuan, with a slight decline in gross margin [11]. - The company has expanded its environmental technology services, including air pollution control, water treatment, solid waste disposal, and energy conservation [11][12]. Market Position and Strategy - The company is a leading player in the air pollution control market, particularly in flue gas treatment for coal-fired power plants, with a significant market share [11][22]. - The environmental technology business has developed a comprehensive service model, integrating design, investment, construction, and operation [11][12]. - The company is actively pursuing mergers and acquisitions to expand its environmental business and enhance its technological capabilities [11][12]. Future Outlook - The company aims to strengthen its position as a high-tech industry investment operator, focusing on innovation and service enhancement [18][19]. - Plans include expanding into new markets and enhancing the integration of technology and capital to drive growth [18][19].