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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
Core Points - The document outlines the independent director working system for Wuhan East Lake Hi-Tech Group Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2]. Group 1: General Provisions - The independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2]. - Independent directors are required to maintain independence and avoid conflicts of interest, and they must declare any situations that may affect their independence [2][3]. - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [2][3]. Group 2: Qualifications of Independent Directors - Independent directors must meet specific independence criteria, including not being employed by the company or its affiliates, and not holding more than 1% of the company's shares [3][4]. - Candidates for independent directors must possess relevant professional knowledge and experience, including at least five years in legal, accounting, or economic fields [5][6]. Group 3: Appointment and Dismissal of Independent Directors - Independent director candidates can be proposed by shareholders holding more than 1% of the company's shares, and the election must be approved by the shareholders' meeting [7][8]. - The term for independent directors is the same as other board members, with a maximum continuous service of six years [9][10]. Group 4: Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [19][20]. - They have the authority to independently hire external consultants for audits or consultations and can propose the convening of temporary shareholders' meetings [20][21]. Group 5: Support and Resources for Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties effectively [37][38]. - Independent directors should have equal access to information and resources as other board members, ensuring they can perform their roles without obstruction [39][40].
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].
东湖高新: 2025年半年度报告摘要
Zheng Quan Zhi Xing· 2025-08-25 17:26
| | 武汉东湖高新集团股份有限公司2025 | 年半年度报告摘要 | | | | | --- | --- | --- | --- | --- | --- | | 公司代码:600133 | 公司简称:东湖高新 | | | | | | | 武汉东湖高新集团股份有限公司 | | | | | | | 武汉东湖高新集团股份有限公司2025 年半年度报告摘要 | | | | | | | 第一节 重要提示 | | | | | | 展规划,投资者应当到 | www.sse.com.cn 网站仔细阅读半年度报告全文。 | | | | | | 完整性,不存在虚假记载、误导性陈述或重大遗漏,并承担个别和连带的法律责任。 | | | | | | | 否 | | | | | | | | 第二节 公司基本情况 | | | | | | | 公司股票简况 | | | | | | 股票种类 | 股票上市交易所 股票简称 | | 股票代码 | | 变更前股票简 | | 称 | | | | | | | A股 | 上海证券交易所 东湖高新 | | 600133 | 无 | | | 联系人和联系方式 | 董事会秘书 | | | 证券事务代表 | ...
东湖高新: 第十届监事会第十八次会议决议公告
Zheng Quan Zhi Xing· 2025-08-25 17:26
武汉东湖高新集团股份有限公司 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏,并 对其内容的真实性、准确性和完整性承担法律责任。 一、监事会会议召开情况 公司监事会根据中国证监会《公开发行证券的公司信息披露内容与格式准则第 3 号——半年度报告的内容与格式》和《上海证券交易所股票上市规则》等有关要求,对 董事会编制的《公司 2025 年半年度报告全文及摘要》进行了认真严格地审核,提出如 下书面审核意见: 与会监事一致认为: (1)公司 2025 年半年度报告的编制和审议程序符合法律、法规、公司章程和公司 内部管理制度的各项规定。 (2)公司 2025 年半年度报告的内容和格式符合中国证券监督管理委员会和上海证 券交易所的各项规定,所包含的信息能从各方面真实地反映公司 2025 年上半年的经营 管理和财务状况等事项。 证券代码:600133 证券简称:东湖高新 公告编号:临 2025-054 武汉东湖高新集团股份有限公司(以下简称"公司")第十届监事会第十八次会议 通知及材料于 2025 年 8 月 12 日以电子邮件方式发出,于 2025 年 8 月 22 日在公司一楼 会议室 ...
东湖高新: 关于2025年半年度募集资金存放与实际使用情况的专项报告
Zheng Quan Zhi Xing· 2025-08-25 17:26
Core Viewpoint - Wuhan Donghu Gaoxin Group Co., Ltd. reported on the status of its fundraising and usage of funds from the issuance of convertible bonds, highlighting the total amount raised, the management of these funds, and their allocation to various projects [1][2]. Fundraising Overview - The total amount raised from the issuance of convertible bonds was RMB 1,550 million, with actual funds received after deducting fees amounting to RMB 1,537,179,245.28 [1]. - As of June 30, 2025, the balance in the fundraising account was RMB 273,959,268.21, with a total of RMB 1,352,281,828.85 used for various purposes [1][2]. Fund Management - The company established a fundraising management system to ensure the proper use of funds, which includes strict approval processes and dedicated accounts for fund storage [1][2]. - Three special accounts were opened for fundraising, with balances as of June 30, 2025, being RMB 107,790,449.77 and RMB 166,168,818.44 in two of the accounts [1][2]. Fund Usage - The funds were allocated as follows: RMB 990,349,927.54 for investment projects, RMB 350,261,901.31 for repaying bank loans, and RMB 11,670,000.00 for issuance costs [1][2]. - The company did not engage in any temporary use of idle funds for working capital or cash management during the reporting period [2][3]. Project Completion and Adjustments - The "Chongqing Liangjiang New Area Semiconductor Industrial Park (Phase I)" project was completed, and surplus funds of RMB 141,931,901.31 were transferred to the company's own funds for ongoing working capital needs [2][4]. - No changes were made to the fundraising project usage during the reporting period, and all funds were used in compliance with relevant regulations [2][3].