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国睿科技: 国睿科技股份有限公司关于为全资子公司业务提供履约担保的公告
Zheng Quan Zhi Xing· 2025-08-18 16:30
Summary of Key Points Core Viewpoint - Guorui Technology Co., Ltd. is providing a performance guarantee for its wholly-owned subsidiary, Nanjing Enrite Industrial Co., Ltd., in a joint venture with Chinney Alliance Engineering Limited for a project in Hong Kong, which has a total contract value of HKD 3,600.2128 million [2][6]. Group 1: Guarantee Overview - The performance guarantee is necessary for the joint venture to fulfill its contractual obligations and is expected to last for approximately 55 months [2][6]. - The guarantee does not involve any counter-guarantee [2]. - The joint venture has received a conditional pre-award notification for the project [2]. Group 2: Internal Decision-Making Process - The Board of Directors of Guorui Technology convened on August 18, 2025, and unanimously approved the proposal for the performance guarantee [3][4]. - The guarantee proposal will be submitted for shareholder approval [4]. Group 3: Basic Information of the Guaranteed Entities - Nanjing Enrite Industrial Co., Ltd. is a wholly-owned subsidiary of Guorui Technology, established on January 8, 2003, with a registered capital of RMB 30 million [5]. - The company specializes in various fields including real estate development, radar and communication equipment, and industrial automation [5]. - Chinney Alliance Engineering Limited is a partner in the joint venture, with its major shareholder being Chinney Alliance Group Limited, a publicly listed company in Hong Kong [5][6]. Group 4: Necessity and Reasonableness of the Guarantee - The guarantee is deemed necessary for the business operations of Nanjing Enrite and supports its project execution [7]. - The Board believes that the guaranteed entity has a strong track record and creditworthiness, making the overall risk manageable [7]. Group 5: Cumulative Guarantee Situation - As of the announcement date, Guorui Technology and its subsidiaries have no overdue guarantees and no other external guarantees apart from this one [7].
国睿科技: 国睿科技股份有限公司第十届董事会第三次会议决议公告
Zheng Quan Zhi Xing· 2025-08-18 16:30
Meeting Overview - The third meeting of the 10th Board of Directors was held at the company's headquarters, with all directors present and voting conducted on-site [1]. Financial Decisions - The company approved an additional entrusted loan of 30 million yuan to its wholly-owned subsidiary, Nanjing Guorui Microwave Devices Co., Ltd., based on the financial needs for the second half of 2025 [1]. - The fixed asset investment plan for 2025 was adjusted, increasing the new contract budget by 32.054 million yuan and the payment budget by 10.1653 million yuan [1]. Governance and Compliance - The board approved revisions to ten internal regulations to align with the new Company Law, including the removal of references to the supervisory board and supervisors [3][4][5]. - All proposed regulations received unanimous approval from the board, with 9 votes in favor and no opposition or abstentions [2][4][5].
国睿科技: 国睿科技股份有限公司董事、高级管理人员所持公司股份及其变动管理规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-18 16:30
General Provisions - The rules are established to regulate the management of shares held by the directors and senior management of Guorui Technology Co., Ltd. (the "Company") in accordance with relevant laws and regulations [1][2] - The rules apply to the buying, selling, or holding of the Company's shares and derivatives by directors and senior management [1] Trading Restrictions - Directors and senior management are prohibited from trading the Company's shares during specific periods, including 15 days before the annual and semi-annual reports, 5 days before quarterly reports, and during significant events that may impact share prices [3] - Shares held by directors and senior management cannot be transferred under certain conditions, such as within one year of the Company's stock listing or within six months after leaving the Company [3][4] Trading Operations - The Company is responsible for reporting, disclosing, and supervising the shareholding and trading activities of directors and senior management [8] - Directors and senior management must notify the board secretary of their trading plans in writing before executing trades [9] - A reduction plan must be submitted to the securities department 15 trading days before the first sale, detailing the number of shares, time frame, and reasons for the reduction [9][10] Violations - If directors and senior management violate the trading rules, the Company may impose internal penalties, including criticism, warnings, or fines [11] - Regulatory actions by the China Securities Regulatory Commission or the Shanghai Stock Exchange do not affect the Company's ability to impose its own penalties [11]
国睿科技: 国睿科技股份有限公司关于聘任会计师事务所的公告
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Viewpoint - The company intends to appoint Tianjian Accounting Firm as its new auditor for the 2025 fiscal year, replacing Dahua Accounting Firm after eight years of service, in compliance with regulatory requirements [1][8]. Group 1: Appointment of New Auditor - The proposed new auditor is Tianjian Accounting Firm, while the previous auditor was Dahua Accounting Firm [1]. - The change is due to Dahua Accounting Firm having served for the maximum allowed period of eight years as per regulations [1][8]. - The company has communicated with both the outgoing and incoming auditors, confirming that there are no objections from either party regarding the change [1][8]. Group 2: Tianjian Accounting Firm Overview - Tianjian Accounting Firm was established on July 18, 2011, and operates as a special general partnership [1]. - As of December 31, 2024, Tianjian has 241 partners and 2,356 registered accountants, with 904 having signed audit reports for securities services [1]. - The firm's revenue for the previous year was 1.465 billion yuan [1]. Group 3: Audit Fees and Services - The estimated audit fee for the 2025 fiscal year is 1.56 million yuan, a decrease of 13.33% from the previous year [7]. - The breakdown of the audit fees includes 1.08 million yuan for financial report audits and 480,000 yuan for internal control audits [7]. - The audit fees are determined based on the number of workdays required and the fee standards for each professional level [7]. Group 4: Previous Auditor's Performance - Dahua Accounting Firm provided audit services for eight consecutive years and issued a standard unqualified audit report for the 2024 fiscal year [8]. - The company did not terminate Dahua's services after commissioning part of the audit work [8]. Group 5: Approval Process - The company's Board of Directors has approved the appointment of Tianjian Accounting Firm with a unanimous vote of 9 in favor [9]. - The decision is subject to approval by the company's shareholders and will take effect upon their approval [9].
国睿科技: 国睿科技股份有限公司对外投资管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-18 16:30
General Principles - The investment management system of Guorui Technology Co., Ltd. aims to standardize investment management, improve decision-making quality and efficiency, effectively prevent investment risks, support healthy industrial development, and protect shareholder rights [1][2] - The system applies to Guorui Technology and its wholly-owned or controlling subsidiaries, with reference for affiliated enterprises [1][2] Types of Investments - Investments are categorized into industrial investments and financial investments, with industrial investments including equity investments and financial investments focusing on short-term financial returns [2] - Industrial investments involve controlling and non-controlling equity investments, while financial investments aim for capital appreciation through premium exits [2] Investment Principles - The investment principles include innovation and development in line with national industrial policies, focusing on core business, prioritizing benefits, and ensuring investment safety [2][3] - Investments should not be made in projects with expected returns lower than the 5-year government bond rate or below the average return of the relevant industry [3] Management Structure and Responsibilities - The company has established a comprehensive investment management system that includes strategic planning, investment planning, operational control, and post-investment evaluation [3][4] - The board of directors and shareholders are responsible for investment decisions, with the board required to consult the company's party committee on major investment matters [4][5] Investment Project Management - The Securities Affairs Department and Finance Department are responsible for managing industrial and financial investment projects, respectively [4][5] - The Securities Affairs Department oversees the establishment of the investment management system, annual investment planning, and feasibility studies for industrial investment projects [5][6] Investment Budget Management - The company implements annual investment budget management, linking the budget to the annual investment plan [7][8] - Investment projects must be included in the annual investment plan, with off-plan projects requiring special approval [7][8] Post-Investment Evaluation - After project completion, the invested enterprises must establish governance structures, and the company will exercise shareholder rights through appointed representatives [9][10] - The company conducts post-investment evaluations three years after project completion to enhance future investment management [9][10]
国睿科技: 国睿科技股份有限公司对中国电子科技财务有限公司风险持续评估报告
Zheng Quan Zhi Xing· 2025-08-18 16:30
Group 1: Core Views - The report evaluates the ongoing risks associated with China Electronics Technology Finance Co., Ltd. and confirms that the company's internal control systems are effective and regulatory indicators meet requirements [9][7][8]. Group 2: Company Overview - China Electronics Technology Finance Co., Ltd. is a non-bank financial institution approved by the National Financial Supervision Administration, with a registered capital of 580 million RMB and established on December 14, 2012 [1]. - The company operates under a comprehensive range of financial services, including deposit acceptance, loan processing, and financial consulting for its member units [1]. Group 3: Internal Control and Risk Management - The company has established a robust internal control system with 13 categories and 191 regulations to ensure effective management and compliance [6]. - Risk management is structured with a clear division of responsibilities across departments, allowing for effective risk identification, assessment, and control [2][3]. Group 4: Financial Performance - As of June 30, 2025, the total assets of the finance company reached 89.495 billion RMB, with liabilities of 78.103 billion RMB and equity of 11.392 billion RMB [7]. - The company reported a revenue of 0.951 billion RMB and a net profit of 0.597 billion RMB for the first half of 2025 [7]. Group 5: Regulatory Compliance - The finance company meets all regulatory requirements, including a capital adequacy ratio of 21.81%, significantly above the minimum requirement of 10% [8]. - Other compliance indicators, such as liquidity ratio and loan-to-deposit ratio, also align with regulatory standards [8].
国睿科技: 国睿科技股份有限公司关于增加公司经营范围暨修订公司章程的公告
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Viewpoint - The company is planning to modify its business scope to adapt to current operational needs and enhance its service offerings [1][2] Group 1: Business Scope Modification - The original business scope included research, development, production, sales, and maintenance of communication transmission equipment and related technologies [1] - The revised business scope expands to include radar and supporting equipment, industrial internet data services, and various technology consulting and service activities [1] - The changes also encompass the development of rail transit communication signal systems and operational management systems [1] Group 2: Approval Process - The proposed changes will require approval from the company's shareholders and must be submitted to the market supervision administration for final approval [2]
国睿科技: 国睿科技股份有限公司融资和担保管理办法(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Points - The document outlines the financing and guarantee management measures of Guorui Technology Co., Ltd, aiming to strengthen management, standardize behaviors, and prevent risks [1][2] - The financing includes equity financing and debt financing, with specific definitions and examples provided [1][2] - The management principles emphasize strategic service, legal compliance, risk control, and cost reduction [2] Financing and Guarantee Management - Financing includes equity financing (e.g., issuing stocks, convertible bonds) and debt financing (e.g., loans, bond issuance) [1][2] - Guarantees are provided for loans and bond issuance of subsidiaries and affiliates, including various forms such as guarantees, mortgages, and pledges [2] - The management follows principles of serving strategy, legal compliance, risk control, and cost efficiency [2] Responsibilities and Division of Labor - The finance department is responsible for managing debt financing and guarantees, including developing related systems and managing budgets [3][4] - The securities affairs department manages equity financing, including developing relevant systems and overseeing budget proposals [4] - The legal department reviews contracts and assesses legal risks associated with financing and guarantees [4] Financing and Guarantee Conditions - Financing entities must align with the company's strategic direction and have good financial health [5][6] - Financing should not lead to excessive costs or debt crises, and must comply with national policies and regulations [5][6] - The total guarantee amount should not exceed 40% of consolidated net assets, and individual guarantees should not exceed 50% of the unit's net assets [6] Budgeting for Financing and Guarantees - Financing budgets should be based on thorough analysis and include details such as financing needs and repayment measures [16][17] - Project financing budgets must consider feasibility, risks, and costs [17][18] - Guarantees should be managed in conjunction with debt financing activities, focusing on key elements like guarantee amounts and the financial status of the guaranteed entities [18] Execution of Financing and Guarantees - Financing and guarantee budgets must be approved by the board and shareholders before execution [22][23] - The finance department is responsible for drafting borrowing plans and managing contracts with financial institutions [25][26] - All financing activities must comply with internal control standards and be documented properly [28][29] Management and Supervision - The company must establish an internal control mechanism for financing and guarantees, including regular monitoring and reporting [43][44] - Any significant changes in the financial status of guaranteed entities must be reported promptly [45] - Internal audits will be conducted to ensure compliance with financing and guarantee management procedures [48][49]
国睿科技: 国睿科技股份有限公司内幕信息知情人登记管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Viewpoint - The document outlines the insider information management system of Guorui Technology Co., Ltd, emphasizing the importance of confidentiality and proper registration of insider information and individuals who have access to it [1][2][3]. Group 1: Insider Information Definition and Scope - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock prices, as defined by the Securities Law of the People's Republic of China [2]. - Types of insider information include major changes in business policies, significant investments, important contracts, major debts, substantial losses, and changes in external operating conditions [2][3]. Group 2: Responsibilities and Management - The board of directors is responsible for timely registration and reporting of insider information, with the chairman being the primary accountable person [1][2]. - Each department head is responsible for managing insider information within their unit, ensuring compliance with the established regulations [2][11]. Group 3: Registration and Documentation - Companies must maintain a detailed record of insider information, including the stages of information, individuals aware of it, and the methods of knowledge acquisition [4][6]. - A confidentiality agreement must be signed by individuals who frequently access financial reports or significant matters [4][19]. Group 4: Confidentiality and Compliance - Insider information must be strictly controlled and not disclosed without board approval, and insider trading is prohibited [12][13]. - The company must cooperate with regulatory bodies to ensure compliance with insider information management and report any violations [14][15]. Group 5: Record Keeping and Reporting - Documentation related to insider information must be retained for at least ten years, and updates must be submitted to the stock exchange within five trading days after public disclosure [10][19]. - The company is required to prepare a memorandum for significant events, detailing key decision-making processes and involved personnel [8][9].
国睿科技: 国睿科技股份有限公司会计师事务所选聘制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Points - The document outlines the selection and management procedures for accounting firms by Guorui Technology Co., Ltd. to ensure compliance with laws and regulations while protecting shareholder interests [1][2][3] Group 1: General Principles - The selection of accounting firms must be approved by the Risk Management and Audit Committee and subsequently by the Board of Directors and shareholders [1][3] - The document applies to the headquarters and subsidiaries of Guorui Technology Co., Ltd. [1] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and necessary qualifications as per regulatory requirements [2] - Firms must have a good record of compliance with financial auditing laws and regulations, with no significant penalties in the last three years [2][3] Group 3: Selection Procedures - The Risk Management and Audit Committee is responsible for initiating the selection process and overseeing the audit work [4][5] - The selection process includes preparing documents, evaluating proposals, and submitting recommendations to the Board of Directors for approval [5][6] Group 4: Evaluation Criteria - Evaluation criteria for accounting firms include audit fees, qualifications, performance records, quality management, and resource allocation [7][8] - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [7] Group 5: Contractual Obligations - Contracts with accounting firms must specify conditions under which the company can terminate the agreement [3][8] - The company can renew contracts with accounting firms without going through the selection process if the audit quality is satisfactory [8][9] Group 6: Disclosure Requirements - The company must disclose information about the accounting firm, including service duration and audit fees, in annual financial reports [13][14] - Any changes in accounting firms must be communicated, including reasons for the change and prior audit opinions [13][14] Group 7: Supervision and Penalties - The Risk Management and Audit Committee is tasked with supervising the audit work and ensuring compliance with relevant laws and regulations [29][30] - Serious violations by accounting firms can lead to termination of their services based on shareholder resolutions [31][32] Group 8: Information Security - The company must ensure that accounting firms adhere to information security regulations and protect sensitive information [33][34] - Contracts should include specific clauses regarding information security responsibilities [34][35]