HONGYUAN ELECTRONICS(603267)

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鸿远电子: 鸿远电子关于为子公司提供担保的进展公告
Zheng Quan Zhi Xing· 2025-06-25 16:26
Core Viewpoint - The company has provided guarantees for its subsidiaries to support their business development, with a total guarantee amount not exceeding RMB 1.13 billion for the year 2025 [1][10]. Group 1: Guarantee Details - The company has provided joint liability guarantees for its subsidiaries, including Yuanlu Hongyuan, Chuangsi Beijing, and Hongyuan Zetong, with maximum guarantee amounts of RMB 11 million, RMB 44 million, and RMB 11 million respectively [1][2]. - The company has also provided guarantees for Honglichip and Chengdu Rongwei, with maximum amounts of RMB 15 million and RMB 10 million respectively [1][2]. - The total amount of guarantees provided by the company for its subsidiaries is RMB 1.13 billion, as approved in the annual shareholders' meeting [1][11]. Group 2: Subsidiary Information - The subsidiaries involved in the guarantees are all within the company's consolidated financial statements, allowing the company to effectively control their daily operations and financial conditions [10]. - The subsidiaries include Beijing Yuanlu Hongyuan Electronics Technology Co., Ltd., Chuangsi (Beijing) Electronics Technology Co., Ltd., Beijing Hongyuan Zetong Electronics Technology Co., Ltd., Chengdu Honglichip Semiconductor Co., Ltd., and Chengdu Rongwei Microwave Electronics Co., Ltd. [2][9]. Group 3: Financial Metrics of Subsidiaries - Yuanlu Hongyuan reported total assets of RMB 193.81 million and a net loss of RMB 1.22 million for the last fiscal year [3]. - Chuangsi Beijing had total assets of RMB 352.33 million and a net profit of RMB 3.87 million [5]. - Hongyuan Zetong reported total assets of RMB 51.52 million and a net profit of RMB 1.36 million [7]. - Honglichip had total assets of RMB 207.94 million and a net profit of RMB 4.40 million [9]. - Chengdu Rongwei reported total assets of RMB 65.18 million and a net loss of RMB 23.75 million [9].
鸿远电子(603267) - 鸿远电子2025年第一次临时股东会会议资料
2025-06-25 08:30
北京元六鸿远电子科技股份有限公司 2025 年第一次临时股东会会议资料 北京元六鸿远电子科技股份有限公司 2025 年第一次临时股东会 会议资料 2025 年 7 月 4 日 1 北京元六鸿远电子科技股份有限公司 2025 年第一次临时股东会会议资料 北京元六鸿远电子科技股份有限公司 2025 年第一次临时股东会文件目录 北京元六鸿远电子科技股份有限公司 2025 年第一次临时股东会会议议程 一、会议时间:2025 年 7 月 4 日(星期五)14:00 二、现场会议地点:北京市大兴区中关村科技园区大兴生物医药产业基地天贵街 1 号,北京元六鸿远电子科技股份有限公司 三、会议召集人:北京元六鸿远电子科技股份有限公司董事会 四、表决方式:现场投票与网络投票相结合 五、参会人员: | 2025 年第一次临时股东会会议议程 3 | | --- | | 2025 年第一次临时股东会须知 5 | | 议案一:《关于修订<公司章程>并取消监事会的议案》 6 | | 议案二:《关于第四届董事会独立董事 年度薪酬方案的议案》 54 2025 | | 议案三:《关于第四届董事会职工董事 2025 年度薪酬方案的议案》 55 | ...
鸿远电子(603267) - 鸿远电子关于为子公司提供担保的进展公告
2025-06-25 08:15
一、担保情况概述 (一)担保基本情况 1 被担保人名称:北京元陆鸿远电子技术有限公司(以下简称"元陆鸿远")、 创思(北京)电子技术有限公司(以下简称"创思北京")、北京鸿远泽 通电子科技有限公司(以下简称"鸿远泽通")、成都鸿立芯半导体有限 公司(以下简称"鸿立芯")、成都蓉微微波电子科技有限公司(以下简 称"成都蓉微") 本次担保金额:本次为元陆鸿远、创思北京、鸿远泽通、鸿立芯、成都 蓉微提供的最高担保合同金额分别为人民币 1,100 万元、4,400 万元、 1,100 万元、1,500 万元、1,000 万元;截至目前,公司为其提供的担保 合同金额为人民币 45,400.00 万元,已实际为其提供的担保余额为人民 币 11,053.78 万元。 本次担保是否有反担保:无 对外担保逾期的累计数量:无 特别风险提示:本次被担保人鸿远泽通、鸿立芯、成都蓉微为资产负债 率超过 70%的公司,提醒投资者注意相关风险。 证券代码:603267 证券简称:鸿远电子 公告编号:临 2025-032 北京元六鸿远电子科技股份有限公司 关于为子公司提供担保的进展公告 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 ...
军工周报:全球地缘政治局势紧张,看好军工板块投资机会-20250622
NORTHEAST SECURITIES· 2025-06-22 11:13
Investment Rating - The report maintains a positive outlook on the defense and military industry, particularly in light of the current global geopolitical tensions, indicating a favorable investment opportunity in this sector [3][36]. Core Insights - The defense and military sector is expected to benefit from the recovery of demand and the elimination of previous disruptions, with a long-term growth certainty supported by national defense modernization goals set for 2035 and 2050 [5][38]. - The report highlights the increasing importance of drone technology in modern warfare, emphasizing its cost-effectiveness and operational advantages [4][36]. - The low-altitude economy is identified as a burgeoning sector, with significant policy support and commercial opportunities emerging [4][35]. Summary by Sections Market Review - The defense and military index fell by 2.01% last week, ranking 17th among 31 sectors, with a current PE(TTM) of 74.63 times [3][20]. - The sub-sectors show varying PE ratios, with aerospace equipment at 134.59 times and ground weaponry at 148.10 times [20]. Key Recommendations - Focus on companies with strong demand and product depth in the downstream manufacturing sector, such as Hongdu Aviation, AVIC Shenyang Aircraft, and AVIC Xi'an Aircraft [5][40]. - Highlight new technology firms in the military sector, including Lianchuang Optoelectronics and Guangqi Technology [5][40]. - Emphasize underwater equipment companies like Hailanxin and Yaxing Anchor Chain [5][41]. - Recommend missile industry chain companies such as Feilihua and Guokexun [5][42]. - Suggest companies involved in military-grade titanium materials and electronic components, including Western Superconducting and Hongyuan Electronics [5][43][44]. Industry Dynamics - The report notes that geopolitical tensions, particularly in the Middle East, are driving interest in military investments [3][36]. - The low-altitude economy is highlighted as a significant growth area, with various local governments implementing supportive measures to foster development [31][35].
鸿远电子: 鸿远电子关联交易管理办法
Zheng Quan Zhi Xing· 2025-06-20 10:46
Core Points - The document outlines the management measures for related party transactions of Beijing Yuanliuhongyuan Electronic Technology Co., Ltd to standardize operations and protect investors' rights [1][2][3] - The measures apply to the company and its subsidiaries included in the consolidated financial statements, requiring timely reporting of related transactions to the board [1][2] - Related transactions must adhere to principles of equality, voluntariness, fair pricing, and protection of non-related shareholders' rights [1][2][3] Section Summaries Chapter 1: General Principles - The purpose of the measures is to regulate related party transactions and enhance operational standards [1] - Related transactions must be reported to the board and follow specific approval and disclosure procedures [1][2] Chapter 2: Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [2][3] - Specific criteria are established to identify related legal entities and individuals, including those holding more than 5% of shares [2][3] Chapter 3: Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties [5][6] - The board must ensure that related directors abstain from voting on related transactions, and non-related directors must constitute a majority for decisions [5][6] Chapter 4: Approval and Disclosure of Related Transactions - Transactions exceeding certain monetary thresholds require board approval and must be disclosed [15][16] - Specific thresholds are set for transactions with related natural persons (over 300,000 yuan) and related legal entities (over 3 million yuan) [15][16] Chapter 5: Accountability - Violations of the related transaction management measures can lead to disciplinary actions against responsible individuals [37][38] - The company has the authority to impose penalties ranging from warnings to termination of employment for serious violations [38][39] Chapter 6: Supplementary Provisions - The measures take effect upon approval by the shareholders' meeting and will be interpreted by the board [41][42]
鸿远电子: 鸿远电子规范与关联方资金往来的管理办法
Zheng Quan Zhi Xing· 2025-06-20 10:46
Core Points - The document outlines the management measures for fund transactions between Beijing Yuan Liu Hongyuan Electronic Technology Co., Ltd. and its related parties, aiming to protect investors' rights and comply with relevant laws and regulations [1][2][3] - The company defines related parties as per the listing rules and emphasizes the need to regulate and minimize related transactions to prevent fund occupation by these parties [1][2][3] Group 1: Definitions and Scope - The term "fund occupation" includes both operational and non-operational fund occupations, with operational occupations arising from related transactions and non-operational occupations involving payments for wages, benefits, and other expenses without a corresponding service or product [2][3] - Related parties are prohibited from using their relationships to harm the company's interests and must bear compensation responsibilities for any losses incurred [2][3] Group 2: Regulations on Fund Transactions - The company must strictly limit fund occupations by related parties and ensure that any operational fund transactions comply with the listing rules and the company's management measures [3][4] - The company is not allowed to provide funds to related parties through various means, including covering expenses or making loans without a legitimate business rationale [3][4][5] Group 3: Management and Responsibilities - The board of directors and senior management are responsible for safeguarding the company's funds and must adhere to established governance procedures [4][5] - The finance department is tasked with accurately accounting for fund transactions with related parties and maintaining proper documentation to ensure compliance with governance standards [4][5] Group 4: Accountability and Enforcement - Directors and senior management are liable for any losses caused by violations of these measures, with potential penalties including dismissal and legal action [5][6] - The company will take legal action to recover funds occupied by related parties and seek compensation for any losses incurred [6]
鸿远电子: 鸿远电子董事、高级管理人员薪酬管理办法
Zheng Quan Zhi Xing· 2025-06-20 10:46
Core Points - The document outlines the compensation management measures for directors and senior management of Beijing Yuanliuhongyuan Electronic Technology Co., Ltd, aiming to enhance the incentive and restraint mechanism based on company law and internal regulations [1][2]. Group 1: General Principles - The compensation management for directors and senior management follows principles such as aligning compensation with the company's actual operating conditions, integrating rights, responsibilities, and benefits, and balancing incentives with constraints [1][3]. - Adjustments to compensation can be made based on the company's operational development and industry salary levels [1][2]. Group 2: Management Structure - The shareholders' meeting is responsible for reviewing the compensation plans for directors, while the board of directors is responsible for reviewing the compensation plans for senior management [2][3]. - The board's compensation and assessment committee is tasked with establishing assessment standards and conducting annual evaluations of directors and senior management [2]. Group 3: Compensation Standards and Management - Independent directors receive compensation as per the approved plan by the shareholders' meeting, while non-independent directors who also serve as senior management are compensated according to senior management standards [2]. - Senior management operates on a salary system that links compensation to responsibilities, risks, and performance, consisting of a basic salary and performance-based pay [2][3]. - Compensation for directors and senior management is pre-tax income, subject to personal income tax [2]. Group 4: Additional Provisions - The compensation management measures take effect upon approval by the shareholders' meeting and are subject to interpretation by the board of directors [3]. - In cases where the measures are inconsistent with laws, regulations, or the company's articles of association, the relevant laws and regulations will prevail [3].
鸿远电子: 鸿远电子对外投资管理办法
Zheng Quan Zhi Xing· 2025-06-20 10:46
Core Viewpoint - The document outlines the external investment management measures of Beijing Yuanliuhongyuan Electronic Technology Co., Ltd., aiming to standardize investment decision-making processes, enhance management and supervision, control investment risks, and improve investment returns [1]. Group 1: General Principles - The external investment refers to various forms of investment activities made by the company to obtain future returns, categorized into short-term and long-term investments [1][2]. - Short-term investments are defined as those that can be liquidated or held for no more than one year, including stocks, bonds, funds, and trusts [1]. - Long-term investments are those with a duration exceeding one year, including long-term bonds, equity investments, and other forms of investment [1]. Group 2: Organizational Management - The investment decisions are made by the shareholders' meeting, board of directors, and general manager within their respective authority [2]. - The board of directors' strategy and ESG committee is responsible for coordinating and organizing the analysis and research of external investment projects [2][3]. - The general manager is the primary responsible person for implementing external investments, overseeing personnel, finances, and materials, and reporting progress to the board [2][3]. Group 3: Approval Authority and Decision-Making Process - External investment matters reaching certain thresholds must be approved by the board and submitted to the shareholders' meeting for review [4][5]. - Specific thresholds include investments involving total assets exceeding 50% of the company's audited total assets or profits exceeding 50% of the audited net profit [4][5]. - Investments not meeting these thresholds can be approved by the general manager [6]. Group 4: Implementation and Management - Prior to investment, market research and feasibility analysis must be conducted, with significant projects requiring third-party evaluations [8][9]. - Legal reviews of investment contracts are mandatory before signing to protect the company's interests [9]. - The financial department is responsible for comprehensive financial records and accounting for each investment project [11][12]. Group 5: Recovery or Transfer of Investments - The company can recover investments under specific circumstances, such as project completion or bankruptcy of the invested entity [37][38]. - Prior to transferring investments, a written analysis report must be prepared, and the approval process mirrors that of initial investments [39].
鸿远电子: 鸿远电子公司章程
Zheng Quan Zhi Xing· 2025-06-20 10:46
北京元六鸿远电子科技股份有限公司 二〇二五年六月 目 录 北京元六鸿远电子科技股份有限公司 章 程 第一章 总 则 第一条 为规范北京元六鸿远电子科技股份有限公司(以下简称"公司") 的组织和行为,维护公司、股东、职工和债权人的合法权益,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》")和其他有关规定,制定本章程。 章 程 第二条 公司系依照《公司法》《证券法》和其他有关规定成立的股份有限 公司。 公司系北京元六鸿远电子技术有限公司依法以整体变更方式发起设立,在北 京市丰台区市场监督管理局注册登记,取得营业执照,统一社会信用代码: 第五条 公司住所:北京市丰台区海鹰路 1 号院 5 号楼 3 层 3-2(园区) 邮政编码:100070 第六条 公司注册资本为人民币 23,108.0892 万元 第七条 公司为永久存续的股份有限公司 第三条 公司于 2019 年 4 月 19 日经中国证券监督管理委员会 (以下简称"中 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东会 ...
鸿远电子: 鸿远电子内幕信息知情人登记备案管理办法
Zheng Quan Zhi Xing· 2025-06-20 10:46
Core Viewpoint - The document outlines the management measures for insider information at Beijing Yuanliuhongyuan Electronic Technology Co., Ltd, emphasizing the importance of confidentiality and proper registration of insider information personnel in compliance with relevant laws and regulations [1][2][3]. Group 1: Insider Information Management - The company establishes guidelines to manage insider information and enhance confidentiality based on various laws, including the Company Law and Securities Law [1][2]. - The board of directors is responsible for timely registration and reporting of insider information personnel, ensuring the accuracy and completeness of the records [2][3]. - Insider information is defined as non-public information that significantly impacts the company's operations, finances, or stock market prices [6][7]. Group 2: Scope of Insider Information - Insider information includes major changes in business policies, significant asset transactions exceeding 30% of total assets, and other events that could materially affect stock prices [3][4]. - The document specifies various events that qualify as insider information, such as major losses, changes in management, and significant shareholder changes [3][4]. Group 3: Confidentiality Obligations - Insider information personnel must maintain confidentiality before the public disclosure of insider information and are prohibited from trading based on such information [5][6]. - The company must limit the number of individuals who have access to insider information to the smallest possible group [5][6]. Group 4: Registration and Documentation - The board office is tasked with organizing the registration of insider information personnel, documenting the timeline and nature of their access to insider information [17][18]. - A detailed record of insider information personnel must be maintained, including their identification, the time and manner of knowledge acquisition, and the content of the insider information [17][18]. Group 5: Trading Restrictions - Company directors and senior management are prohibited from trading company shares during specific periods, particularly around the announcement of financial reports and significant events [12][13]. - Any insider who trades based on non-public information must report their trading activities to the board secretary [12][13]. Group 6: Accountability and Penalties - The company is required to conduct self-inspections regarding insider trading and report any violations to regulatory authorities [29][30]. - Violations of insider information regulations can lead to various penalties, including warnings, demotions, or legal action [30][31].