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合锻智能: 合肥合锻智能制造股份有限公司关于召开2025年第二次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-01 16:13
Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on August 19, 2025, at 14:30 [1] - The meeting will take place in the company's conference room [1] - Shareholders can participate through both on-site voting and online voting via the Shanghai Stock Exchange's voting system [2] Voting Procedures - Online voting will be available from 9:15 to 15:00 on the day of the meeting [1][2] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same category of ordinary shares and preferred shares [3][4] - The first voting result will be considered valid if the same voting right is exercised multiple times [4] Attendance and Registration - Shareholders registered by the close of trading on August 13, 2025, are eligible to attend the meeting [4] - Registration for attendance will occur on August 18, 2025, from 9:00 to 11:00 and 13:00 to 16:00 [4] - Registration can be done in person or via mail, fax, or email for remote shareholders [4] Contact Information - The meeting contact persons are Wang Xiaofeng and Xu Qin, with provided contact details for inquiries [5]
合锻智能: 合肥合锻智能制造股份有限公司关于取消监事会、修订《公司章程》及相关制度的公告
Zheng Quan Zhi Xing· 2025-08-01 16:13
Group 1 - The company has decided to abolish the supervisory board to enhance corporate governance and streamline operations, with the audit committee of the board taking over its responsibilities [2][3][4] - The proposed amendments to the company's articles of association include changing all references from "shareholders' meeting" to "shareholders' assembly" [3][4] - The company plans to revise various internal regulations, including those related to the board of directors, audit committee, and management systems [2][3] Group 2 - The company will no longer have a supervisory board, which is in accordance with the new Company Law and related regulations [2][3] - The amendments to the articles of association aim to align with current operational practices and legal requirements [3][4] - The company will ensure that all changes comply with the relevant laws and regulations, including the Securities Law and Company Law [4][5]
合锻智能: 合肥合锻智能制造股份有限公司对外担保管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-01 16:13
General Principles - The external guarantee management system of Hefei Huaneng Intelligent Manufacturing Co., Ltd. aims to standardize the management of external guarantees, strictly control debt risks, and protect the rights and interests of the company, shareholders, and other stakeholders [2][3] - External guarantees refer to the guarantees provided by the company for others, including guarantees for controlling subsidiaries, and can take various forms such as guarantees, mortgages, pledges, and atypical guarantees [2] Regulations on External Guarantees - External guarantees must comply with relevant laws and regulations, with a primary goal of controlling debt risks [3] - A multi-level review system is implemented for external guarantees, involving the finance department for initial review and daily management, and the general manager's office for compliance review and information disclosure [3][4] - Guarantees exceeding certain thresholds require board and shareholder approval, including guarantees over 10% of the latest audited net assets or 50% of total assets [4][5] Approval Process - The board must approve guarantees with over two-thirds of directors in attendance, and shareholders with interests in the guarantee must abstain from voting [4][5] - The company must disclose approved guarantees in designated publications, including details of the board or shareholder resolutions and total guarantee amounts [8][9] Application and Review Procedures - Guarantee applications must be submitted at least 15 working days in advance, including repayment plans and collateral proposals [12][13] - The finance department is responsible for verifying the credit status of the applicant and assessing risks before submitting a report to the board [10][11] Daily Management and Risk Control - Written contracts must be established for guarantees, and significant contracts should be reviewed by legal advisors [22][23] - The finance department is tasked with ongoing management and monitoring of the financial status of guaranteed parties, reporting any significant adverse changes [24][25] Legal Responsibilities - All directors must adhere to the management system and relevant laws, bearing joint liability for any losses from improper guarantees [27][28] - Any personnel failing to follow procedures or overstepping authority in signing guarantee contracts may face disciplinary actions [28][29] Implementation and Interpretation - The management system is subject to unified management principles and applies to guarantees by controlling subsidiaries [29][30] - The system becomes effective upon approval by the company's shareholders and is interpreted by the board [30][31]
合锻智能: 合肥合锻智能制造股份有限公司总经理工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-01 16:13
Core Points - The document outlines the operational guidelines and decision-making procedures for the General Manager of Hefei HuoDuan Intelligent Manufacturing Co., Ltd. [1][2] Group 1: General Provisions - The company establishes a General Manager to oversee daily operations and is accountable to the Board of Directors [1] - The General Manager is appointed by the Board and can serve multiple terms, with each term lasting three years [2] Group 2: Qualifications and Dismissal Procedures - Individuals with certain disqualifying conditions, such as criminal convictions or bankruptcy involvement, are prohibited from serving as General Manager [2] - The dismissal of the General Manager requires a Board resolution and must be communicated with reasons at least one month in advance [2][3] Group 3: Powers and Responsibilities - The General Manager is responsible for daily management, implementing Board decisions, and reporting to the Board [3][4] - Specific powers include organizing annual plans, managing internal structures, and approving significant expenditures and contracts [3][4] Group 4: Meeting Procedures - The General Manager's office holds regular meetings to discuss operational matters, with a structured agenda and documentation process [5][6] - Meeting minutes must be recorded and stored securely, ensuring confidentiality of sensitive information [6] Group 5: Management Procedures - Investment projects require feasibility studies and Board approval before implementation, with designated personnel for oversight [7][8] - Financial management mandates joint approval for large expenditures and strict adherence to budgetary controls [7][8] Group 6: Reporting and Evaluation - The General Manager must report on various operational aspects to the Board or Audit Committee as required [9] - Performance evaluations are based on achieving specific operational and financial targets, with potential rewards for outstanding performance [9][10]
合锻智能: 合肥合锻智能制造股份有限公司信息披露管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-01 16:13
General Principles - The purpose of the information disclosure management system is to standardize the behavior of information disclosure obligors, enhance management of information disclosure affairs, and protect the legitimate rights and interests of investors [1] - Information disclosure obligors must fulfill their disclosure obligations in a timely manner, ensuring that the information is true, accurate, complete, and easy to understand, without any false records or misleading statements [1][2] - Information must be disclosed simultaneously to all investors, and no advance disclosure to any individual or entity is allowed, except as provided by law or regulations [1][2] Voluntary Disclosure - Information obligors may voluntarily disclose information relevant to investors' value judgments and investment decisions, provided it does not conflict with legally required disclosures [2] - Voluntary disclosures must adhere to the principles of fairness, continuity, and consistency, and must not be used to manipulate market prices [2] Reporting Requirements - The main types of information disclosure documents include periodic reports, temporary reports, prospectuses, fundraising explanations, listing announcements, and acquisition reports [2][3] - Legally required disclosures must be published on the Shanghai Stock Exchange website and in media that meet the criteria set by the China Securities Regulatory Commission (CSRC) [3] Periodic Reports - Companies are required to disclose annual and semi-annual reports, which must include significant information affecting investors' value judgments and investment decisions [4] - Annual reports must be completed and disclosed within four months after the end of the fiscal year, while semi-annual reports must be completed within two months after the end of the first half of the fiscal year [4] Content of Reports - Annual reports must include company basic information, major accounting data, stock and bond issuance and changes, shareholder information, management discussions, and significant events during the reporting period [4][5] - Companies must disclose risk factors that may significantly impact their core competitiveness, operations, and future development [5] Temporary Reports - Companies must immediately disclose significant events that may have a substantial impact on the trading price of their securities when investors are not yet aware of them [7] - Significant events include major legal liabilities, asset impairment, changes in major debtors' financial status, and other events specified by law [7][8] Disclosure Procedures - The procedures for preparing, reviewing, and disclosing periodic reports involve senior management, the audit committee, and the board of directors [33] - The company secretary is responsible for organizing the disclosure of both periodic and temporary reports [34] Confidentiality and Accountability - Company directors and senior management have a duty to maintain confidentiality regarding undisclosed information and must not engage in insider trading [44][46] - The company implements a responsibility accountability system for information disclosure obligors who fail to fulfill their duties, leading to significant errors or economic losses [46][47]
合锻智能: 合肥合锻智能制造股份有限公司投资者关系管理办法(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-01 16:13
Core Points - The article outlines the investor relations management measures of Hefei Hozon Intelligent Manufacturing Co., Ltd, aiming to enhance communication between the company and its investors, improve corporate governance, and increase overall corporate value [1][2]. Group 1: Principles of Investor Relations Management - The basic principles of investor relations management include compliance, equality, proactivity, and honesty [2][3]. - The company must treat all investors equally, especially small and medium-sized investors, and create opportunities for their participation [2][3]. - The company should actively listen to investor feedback and respond to their demands in a timely manner [2][3]. Group 2: Content and Methods of Investor Relations Management - Key communication topics with investors include the company's development strategy, legal information disclosure, operational management information, environmental, social, and governance information, and shareholder rights [6][7]. - The company should utilize multiple channels and platforms for investor relations management, including official websites, investor education bases, and social media [6][7]. - The company is required to establish dedicated communication lines for investor inquiries and ensure timely responses [6][7]. Group 3: Organization and Implementation of Investor Relations Management - The board chairman is the primary responsible person for investor relations management, while the board secretary coordinates the activities [18][19]. - The company must ensure that all personnel involved in investor relations management adhere to strict guidelines to avoid disclosing non-public information or misleading statements [20][21]. - Regular training for board members and staff on investor relations management is essential to enhance their understanding of relevant laws and regulations [10][11].
合锻智能: 合肥合锻智能制造股份有限公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-01 16:13
Core Points - Hefei Metalforming Intelligent Manufacturing Co., Ltd. was established through the overall change of Hefei Forging Machine Tool Co., Ltd. and is registered in the Anhui Province Administration for Industry and Commerce [1][2] - The company was approved by the China Securities Regulatory Commission to issue 45 million shares of ordinary stock to the public and was listed on the Shanghai Stock Exchange on November 7, 2014 [1][3] - The registered capital of the company is RMB 494.414437 million [2] Company Structure and Governance - The company is a permanent corporation, and the general manager serves as the legal representative [2][3] - The legal representative's civil activities conducted on behalf of the company will have legal consequences borne by the company [2] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [2][3] Business Objectives and Scope - The company's business objective is to become a leading manufacturer in the industry by utilizing advanced technology and management methods, focusing on producing forging machinery, engineering machinery, machine tool parts, mining equipment, and other mechanical products [3][4] - The company is engaged in various business activities, including research, production, sales, installation, and service of machinery and equipment, as well as import and export of goods and technologies [4][5] Share Issuance and Management - The company's shares are issued in the form of stocks, and all shares have equal rights [4][5] - The company has issued a total of 494.414437 million shares, all of which are ordinary shares with a par value of RMB 1 per share [4][5] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions approved by the shareholders' meeting [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in meetings, supervise the company's operations, and request information [9][10] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and cannot withdraw their capital except as legally permitted [12][13] - Shareholders who abuse their rights causing losses to the company or other shareholders may be held liable for damages [13][14] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [17][18] - Shareholder meetings are the company's decision-making body, with specific powers including electing directors, approving financial reports, and making decisions on significant transactions [15][16] - The company must provide legal opinions on the meeting's legality and ensure proper procedures are followed [18][19] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][81] - Shareholders can vote in person or by proxy, and the company must ensure that the voting process is transparent and fair [22][23] - Related party transactions must be disclosed, and related shareholders must abstain from voting on such matters [29][30]
合锻智能: 合肥合锻智能制造股份有限公司董事会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-01 16:13
General Principles - The rules are established to clarify the responsibilities and powers of the board of directors of Hefei HuoDuan Intelligent Manufacturing Co., Ltd. and to ensure the protection of investors' rights [2] - The board of directors is a permanent decision-making body of the company, exercising powers granted by laws, regulations, and the company's articles of association [2][3] Board Composition and Meetings - The board consists of 9 directors, including 3 independent directors and 1 employee representative, with a chairman and a vice-chairman [3] - Board meetings must have more than half of the directors present to be valid, and meetings can be attended in person or by proxy [21][22] Meeting Procedures - The board must hold at least two regular meetings annually, with the chairman responsible for convening these meetings [6][3] - The board secretary is responsible for preparing and organizing meetings, including notifying all directors at least ten days in advance for regular meetings [6][13] Proposal and Voting - Proposals for board meetings can be made based on various situations, including matters requiring shareholder approval [9][10] - Decisions require a majority vote from all attending directors, with specific rules for related party transactions [33][10] Meeting Records - Detailed minutes of board meetings must be kept, including attendance, agenda, and voting results, and must be signed by the attendees [40][41] Amendments and Compliance - The rules are subject to amendments and must comply with relevant laws and regulations, with the board of directors responsible for interpretation [12][46]
合锻智能: 合肥合锻智能制造股份有限公司薪酬与考核委员会工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-01 16:13
Core Points - The establishment of the Compensation and Assessment Committee aims to enhance the management of compensation and assessment for directors and senior management, in accordance with relevant laws and regulations [1][2] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, and it reports to the board of directors [1][2] Structure and Composition - The Compensation and Assessment Committee consists of three directors, with independent directors holding a majority and serving as the convener [4] - The committee's term aligns with that of the board of directors, and members can be re-elected [5] Responsibilities and Authority - The committee is tasked with developing assessment standards and compensation policies for directors and senior management, and it must provide recommendations on various matters, including compensation plans and stock incentive programs [9][10] - If the board does not fully adopt the committee's recommendations, the reasons must be documented and disclosed [3] Decision-Making Procedures - The committee's working group is responsible for preparing necessary materials for decision-making, including financial indicators and performance evaluations [11][12] - The evaluation process involves self-assessment by directors and senior management, followed by performance evaluations conducted by the committee [12][13] Meeting Procedures - The committee meets as needed, with a requirement for two-thirds of members to be present for decisions to be valid [13][14] - Decisions are made through voting, and minutes of the meetings must be accurately recorded and signed by attendees [20][21] Additional Provisions - The committee may hire external consultants for professional advice, with costs covered by the company [5] - The rules and procedures outlined in the document are subject to relevant laws and regulations, and the board of directors holds the authority for interpretation [23][24]
合锻智能: 合肥合锻智能制造股份有限公司战略委员会工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-01 16:13
General Provisions - The establishment of the Strategic Committee aims to enhance the company's core competitiveness and improve decision-making processes for major investments [1][2] - The Strategic Committee is a specialized working body under the Board of Directors, responsible for researching and proposing suggestions on the company's medium to long-term development strategies and major investment decisions [1][2] Composition of the Committee - The Strategic Committee consists of three directors, with members nominated by more than one-third of the board and elected by a majority vote [2] - The term of the committee members aligns with that of the Board of Directors, allowing for re-election upon term expiration [2] Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on long-term strategic planning, major investment financing plans, and significant capital operations [2][3] - The committee is accountable to the Board of Directors, with proposals submitted for board review and decision [3] Decision-Making Procedures - A working group is responsible for preparing the committee's decisions, including gathering relevant materials and conducting evaluations [3][4] - The committee convenes meetings to discuss proposals from the working group, with decisions requiring a two-thirds attendance and a majority vote [3][4] Meeting Rules - Meetings should be announced three days in advance, with provisions for special circumstances [4] - The committee can invite external experts or intermediaries for professional opinions if necessary [4] Record Keeping and Confidentiality - Meeting records must be accurate and complete, reflecting the opinions of attendees, and must be signed by committee members [4] - All committee members are bound by confidentiality regarding the matters discussed in meetings [4] Implementation and Amendments - The working rules take effect upon approval by the Board of Directors, with any amendments subject to legal and regulatory compliance [5]