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永兴股份: 永兴股份会计师事务所选聘管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:35
Core Viewpoint - The document outlines the management system for the selection and appointment of accounting firms by Guangzhou HuanTou Yongxing Group Co., Ltd, aiming to enhance financial information quality and protect shareholder interests [1][3][13]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The appointment process requires approval from the audit committee, the board of directors, and ultimately the shareholders' meeting [1][2]. Group 2: Responsibilities and Authority - The audit committee is responsible for overseeing the selection and performance of accounting firms, including developing policies and evaluating proposals [3][4]. - The board office organizes the review process and ensures proper disclosure of information [6]. Group 3: Qualifications of Accounting Firms - Selected accounting firms must possess independent qualifications, relevant licenses, and a good reputation for quality [4][5]. - Continuous appointment of the same accounting firm is limited to a maximum of 8 years, extendable to 10 years under specific conditions [5][6]. Group 4: Selection Process - The selection process involves competitive negotiations, public bidding, or invitation bidding to ensure fairness and transparency [7][8]. - Evaluation criteria must include audit fees, qualifications, and quality management levels, with quality management weighted at no less than 40% [9][10]. Group 5: Special Provisions for Dismissal and Replacement - The company must dismiss an accounting firm if there are significant quality defects or if the firm can no longer fulfill its obligations [11][12]. - Any changes in accounting firms must be completed before the end of the fourth quarter of the audited year [12]. Group 6: Supervision and Quality Evaluation - The audit committee must closely monitor any changes in accounting firms and evaluate their performance annually [28][29]. - The evaluation will consider professional competence, audit quality, communication effectiveness, and team stability [30].
永兴股份: 永兴股份内幕信息知情人管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:35
广州环投永兴集团股份有限公司 内幕信息知情人管理制度 二〇二五年八月 第一章 总 则 第二条 本制度的适用范围包括公司及其下属各部门、子公司(包括公司直 接或间接持股50%以上的子公司和其他纳入公司合并会计报表的子公司)以及公司 能够对其实施重大影响的参股公司(下称"参股公司")以及本制度所规定的其 他内幕信息知情人。 第三条 公司董事会负责公司内幕信息知情人的登记管理工作,依法及时登 记和报送内幕信息知情人档案,并保证内幕信息知情人档案真实、准确和完整, 董事长为主要责任人。董事会秘书负责办理公司内幕信息知情人的登记入档事宜 和报送事宜。董事长与董事会秘书应当对内幕信息知情人档案的真实、准确和完 整签署书面确认意见。 第四条 公司董事会办公室为公司内幕信息知情人登记管理工作的日常工作 部门,具体负责公司内幕信息及内幕信息知情人的登记、披露、备案、监督、管 理等日常工作。 第五条 公司董事、高级管理人员和公司各部门、子公司、参股公司的负责 人及相关内幕信息知情人应当做好内幕信息的保密工作,积极配合董事会秘书做 好内幕信息知情人的登记、报备工作。内幕信息知情人负有保密责任,在内幕信 息依法公开披露前,内幕信息知 ...
永兴股份: 永兴股份董事会薪酬与考核委员会实施细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:35
Core Points - The article outlines the implementation details of the Compensation and Assessment Committee of Guangzhou HuanTou Yongxing Group Co., Ltd, aimed at enhancing the governance structure by aligning risks with rewards [1][2] - The committee is responsible for establishing assessment standards for directors and senior management, reviewing compensation policies, and suggesting actions against misconduct [2][4] Group 1: Committee Structure - The Compensation and Assessment Committee consists of three directors, with a majority being independent directors [3] - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [3] - The committee has a designated convener, who is an independent director, responsible for leading the committee's work [3] Group 2: Responsibilities and Authority - The committee is tasked with developing assessment standards for directors and senior management, reviewing compensation policies, and making recommendations on various matters including incentive plans [4][5] - The committee must conduct an annual review of the decision-making process for compensation to ensure it aligns with company and shareholder interests [5][6] - Any compensation plans proposed by the committee require board approval and must be submitted to the shareholders' meeting for final approval [5][6] Group 3: Decision-Making Procedures - The committee's decision-making process involves preparation by the HR and finance departments, providing necessary data for assessments [6][7] - The assessment process includes self-evaluations by directors and senior management, followed by performance evaluations conducted by the committee [6][7] - Meetings of the committee must have a quorum of two-thirds of its members, and decisions require a majority vote [7][8] Group 4: Meeting Regulations - The committee holds at least one regular meeting annually, with additional meetings called as needed [7] - Meeting records must be kept, and all members are required to maintain confidentiality regarding the discussed matters [8][9] - The committee's rules and procedures must comply with relevant laws and the company's articles of association [8][9]
永兴股份: 永兴股份总经理工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:35
General Overview - The document outlines the operational guidelines for the management of Guangzhou HuanTou Yongxing Group Co., Ltd, aiming to enhance institutionalization, standardization, and scientific management of the company's operations [2][5] Management Structure - The company has a General Manager, who is responsible for daily operations and reports to the Board of Directors [2][5] - The General Manager and Deputy General Managers serve a term of three years, with the possibility of reappointment [4] - The General Manager has the authority to appoint or dismiss other management personnel, including Deputy General Managers and the Chief Financial Officer [7][8] Responsibilities of the General Manager - The General Manager is tasked with implementing Board decisions, managing daily operations, and ensuring the company's assets are preserved and increased [5][6] - Responsibilities include developing internal regulations, overseeing financial expenditures, and managing employee affairs such as hiring and compensation [5][6][7] - The General Manager must report on various operational aspects, including production, financial status, and major contracts to the Board [11][12] Authority and Decision-Making - The General Manager has the authority to approve daily expenses, manage asset acquisitions, and represent the company in contracts [7][8] - The Deputy General Manager assists the General Manager and can act in their absence, with specific responsibilities delegated by the General Manager [3][4] Financial Oversight - The Chief Financial Officer is responsible for financial accounting, budget preparation, and financial reporting, ensuring compliance with internal controls [4][5] - The CFO also coordinates with financial institutions and government departments to safeguard the company's interests [4][5] Meeting Procedures - Regular meetings of the General Manager's office are held at least monthly to discuss significant operational matters [8][9] - Meeting agendas must be prepared in advance, and records of meetings are maintained permanently [10][11] Reporting Obligations - The General Manager must provide truthful reports to the Board regarding operational performance, financial health, and compliance with Board decisions [11][12] - The Board and Audit Committee can request additional reports as necessary [11]
永兴股份: 永兴股份独立董事专门会议工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:35
广州环投永兴集团股份有限公司 独立董事专门会议工作细则 (二)公司及相关方变更或者豁免承诺的方案; 二〇二五年八月 第一条 为进一步完善广州环投永兴集团股份有限公司(下称"公司")的法 人治理结构及公司董事会结构,强化对内部董事及经理层的约束和激励机制,保 护中小股东及利益相关者的利益,促进公司的规范运作,根据《中华人民共和国 公司法》《中华人民共和国证券法》《上市公司治理准则》《上市公司独立董事 管理办法》《上海证券交易所股票上市规则》以及《广州环投永兴集团股份有限 公司章程》(下称"《公司章程》")、《广州环投永兴集团股份有限公司独立 董事工作制度》(下称"《独立董事工作制度》")等有关规定,制定本细则。 第二条 独立董事专门会议是指全部由公司独立董事参加的会议。 第三条 公司独立董事每年至少召开一次独立董事专门会议,半数以上的独 立董事可以提议召开临时会议。独立董事专门会议召开前,公司应至少提前三日 以书面方式通知全体独立董事,如遇紧急情形,独立董事可豁免上述时限要求。 第四条 独立董事专门会议可以通过现场会议方式、通讯会议方式或现场与 通讯会议相结合的方式召开。 第五条 独立董事专门会议应当由过半数独 ...
永兴股份: 永兴股份董事、高级管理人员所持股份变动管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-26 16:35
Core Points - The document outlines the management system for the shareholding changes of directors and senior management of Guangzhou HuanTou Yongxing Group Co., Ltd. to ensure compliance with relevant laws and regulations [1][2][11] Summary by Sections General Provisions - The system is established to manage the shares held by directors and senior management in accordance with the Company Law, Securities Law, and other relevant regulations [1] - It applies to the management of shares held and traded by the company's directors and senior management [1] Restrictions on Buying and Selling Company Shares - Directors and senior management can only transfer up to 25% of their total shares within their term and for six months after their term ends, with exceptions for certain circumstances [2][3] - Shares held by directors and senior management cannot be transferred within one year of the company's stock listing or within six months after leaving the company [3][4] Reporting and Disclosure of Share Transactions - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring timely reporting to the stock exchange [6][7] - Directors and senior management must notify the company of their trading plans in writing before executing any trades [8][9] Responsibilities and Penalties - Violations of the share trading regulations may lead to internal disciplinary actions or penalties from regulatory authorities [23][24] - The company will recover any profits from short-term trading by directors and senior management [23]
永兴股份:上半年营收净利双增 盈利能力持续提升
Zhong Zheng Wang· 2025-08-26 14:37
Core Insights - The company reported a revenue of 2.065 billion yuan for the first half of 2025, representing a year-on-year growth of 12.60% [1] - The net profit attributable to shareholders reached 461 million yuan, with a year-on-year increase of 9.32%, indicating sustained growth in performance and profitability [1] Financial Performance - The company achieved a total waste incineration of 5.3583 million tons and generated 2.576 billion kWh of electricity from waste incineration during the reporting period [1] - The company provided a total of 88,300 tons of steam to surrounding industrial enterprises, maintaining growth in its heating business [1][2] - A cash dividend of 540 million yuan was distributed, with a payout ratio of 65.81%, reflecting the company's commitment to providing reasonable returns to investors [2] Operational Highlights - The company increased its capacity for waste incineration by 2,600 tons per day and biomass treatment by 300 tons per day through the acquisition of a controlling stake in Xinzhou Jiejin Company [1] - The company has made significant investments in technology development, including smart power plants and new mobile energy heating equipment, which have improved operational efficiency [2] - The company is expanding its heating network to cover surrounding industrial areas, indicating potential for future growth in the heating business [1]
永兴股份:选举张雪球先生为董事长
Zheng Quan Ri Bao Wang· 2025-08-26 13:15
证券日报网讯 8月26日晚间,永兴股份(601033)发布公告称,选举张雪球先生为董事长。 ...
永兴股份上半年收入利润双增
Core Viewpoint - The company, Yongxing Co., Ltd. (601033), reported a positive financial performance for the first half of 2025, with significant growth in revenue and net profit, indicating a sustained upward trend in profitability and operational efficiency [1][2]. Financial Performance - The company achieved an operating revenue of 2.065 billion yuan, representing a year-on-year increase of 12.60% [1] - The net profit attributable to shareholders was 461 million yuan, reflecting a year-on-year growth of 9.32% [1] Operational Highlights - During the first half of the year, the company enhanced its collaborative disposal of existing waste, processing over 800,000 tons of waste, which significantly improved the capacity utilization rate of its waste-to-energy projects [1] - The total amount of waste processed at the waste-to-energy projects reached 5.3583 million tons, generating 2.576 billion kWh of electricity, with 2.205 billion kWh being fed into the grid [1] Business Expansion - The company provided a total of 88,300 tons of steam to surrounding industrial enterprises, indicating growth in its heating business [1] - The company is extending its heating network to cover surrounding industrial areas and has launched multiple mobile energy storage heating projects, suggesting promising future growth in the heating sector [1] - The acquisition of a controlling stake in Xinzhou Jiejin Company has been completed, adding 2,600 tons/day of waste-to-energy capacity and 300 tons/day of biomass processing capacity to the company’s operations [1] Technological Advancements - The company has made continuous investments in technology development, including smart power plant applications, SNCR liquid high polymer denitrification processes, and next-generation mobile energy storage heating equipment, which have effectively enhanced the operational efficiency of its core business [2] Dividend Distribution - The company completed its profit distribution for 2024, distributing cash dividends of 540 million yuan, with a dividend of 6.0 yuan (pre-tax) per 10 shares, resulting in a payout ratio of 65.81%, demonstrating its commitment to shareholder returns [2]
永兴股份(601033) - 永兴股份第二届董事会第一次会议决议公告
2025-08-26 11:24
证券代码:601033 证券简称:永兴股份 公告编号:2025-032 广州环投永兴集团股份有限公司 第二届董事会第一次会议决议公告 本公司董事会及全体董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、董事会会议召开情况 广州环投永兴集团股份有限公司(以下简称"公司")第二届董事会第一 次会议于2025年8月25日以现场会议方式召开。经第二届董事会全体董事同意, 本次董事会豁免会议通知时限要求。本次会议由全体董事共同推举的董事张雪 球先生主持,应当出席董事7名,实际出席董事7名,公司高级管理人员列席了 会议。本次会议的召开和表决程序符合有关法律、行政法规、部门规章、规范 性文件和《公司章程》等有关规定。 二、董事会会议审议情况 (一)审议通过《关于选举公司董事长的议案》 选举张雪球先生为公司第二届董事会董事长,任期自董事会会议审议通过 之日起至第二届董事会任期届满之日止。 表决结果:7票同意、0票反对、0票弃权。 (二)审议通过《关于选举公司董事会各专门委员会委员的议案》 公司董事会设立战略与ESG委员会、审计委员会、薪酬与考核委员会、提 名 ...