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汇通控股: 公司章程(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:49
General Provisions - The company, Hefei Conver Holding Co., Ltd., was established in accordance with the Company Law and other relevant regulations, with a registered capital of RMB 126.03 million [2][6]. - The company received approval from the China Securities Regulatory Commission to issue 31,507,704 shares of A-shares to the public on December 6, 2024 [2][3]. - The company is located at 99 Tangkou Road, Hefei Economic and Technological Development Zone, with a postal code of 230601 [2]. Corporate Governance - The chairman of the board is the legal representative of the company and is elected by a majority of the board members [3]. - The legal representative is responsible for civil activities conducted in the name of the company, and the company bears the legal consequences of these activities [3][4]. - 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 [4]. Business Objectives and Scope - The company's business philosophy emphasizes "lean, meticulous, careful, and exquisite" principles, focusing on customer-centricity and technological innovation to maintain industry leadership [4]. - The business scope includes research, manufacturing, and sales of automotive parts, polymer materials, electronic products, and other related services [4][5]. Share Issuance - The company's shares are issued in the form of stocks, with all shares having equal rights [6][7]. - The total number of shares issued at the establishment was 2,360 shares, with a par value of RMB 1 per share [6][7]. - The total number of shares currently issued is 126,030,000, all of which are ordinary shares [7]. Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, supervise company operations, and access company documents [14][15]. - Shareholders must comply with laws and regulations, pay for their subscribed shares, and cannot withdraw their capital except as legally permitted [18]. Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the fiscal year, and temporary meetings can be called under specific circumstances [50][51]. - Shareholder meetings can be conducted in person or via electronic means, ensuring all shareholders can participate [53][66]. - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [82][84].
汇通控股: 股东会议事规则(2025年8月))
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Points - The document outlines the rules and regulations governing the shareholder meetings of Hefei Huitong Holdings Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The company emphasizes the importance of shareholder rights, including the right to information, speak, inquire, and vote during meetings [5][6] - The procedures for convening annual and extraordinary shareholder meetings are detailed, including timelines and requirements for notifications [8][9][10] Group 1 - The company must strictly adhere to legal and regulatory requirements when convening shareholder meetings [2][3] - Shareholders holding more than 10% of the company's shares can request the board to convene an extraordinary meeting [4][5] - The board must respond to such requests within 10 days, and if they refuse, the audit committee can convene the meeting [4][6] Group 2 - Proposals for shareholder meetings must be within the scope of the meeting's authority and clearly defined [15][16] - Shareholders holding at least 1% of shares can submit temporary proposals 10 days before the meeting [15][16] - Notifications for annual meetings must be sent 20 days in advance, while notifications for extraordinary meetings must be sent 15 days in advance [17][18] Group 3 - The company must provide a venue for meetings, which can be held in person or via electronic means [22][23] - Voting procedures must be clearly outlined in the meeting notifications, ensuring transparency [23][24] - The company is responsible for maintaining order during meetings and addressing any disruptions [24][25] Group 4 - The board must report on its activities during the past year at the annual meeting, and independent directors must also provide reports [29][30] - Shareholders must declare any conflicts of interest and abstain from voting on related matters [32][33] - The company must ensure that all resolutions passed at the meetings comply with legal and regulatory standards [46][47]
汇通控股: 董事会议事规则(2025年8月))
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Points - The document outlines the rules for the board of directors of Hefei Huitong Holdings Co., Ltd, aiming to enhance the board's operational standards and decision-making processes [2][3] - The board consists of 9 directors, including 3 independent directors, and is responsible for various specialized committees [3][14] - Regular and temporary board meetings are defined, with specific procedures for calling and conducting these meetings [5][10] Group 1: General Provisions - The rules are established to ensure the board operates effectively and in compliance with relevant laws and regulations [2] - The board is accountable to the shareholders and must adhere to the company's articles of association [3] Group 2: Board Composition and Authority - The board comprises 9 members, including a chairman and independent directors who lead specialized committees [3][14] - Specialized committees include the audit committee, strategic committee, nomination committee, and compensation and assessment committee, with independent directors holding a majority in key committees [3][14] Group 3: Meeting Procedures - The board must hold at least two regular meetings annually, with provisions for temporary meetings under specific circumstances [5][10] - Meeting notifications must be sent out in advance, detailing the agenda and required materials [5][10] - A quorum for meetings requires the presence of more than half of the directors [13] Group 4: Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for abstentions and conflicts of interest [10][22] - Proposals that are not approved cannot be reconsidered within a month unless significant changes occur [11] Group 5: Record Keeping and Disclosure - The board secretary is responsible for maintaining detailed records of meetings, including attendance, discussions, and voting outcomes [27][30] - Meeting records must be signed by attendees, and any dissenting opinions should be documented [30]
汇通控股: 总经理工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:48
General Provisions - The purpose of the work rules for the general manager of Hefei Huitong Holdings Co., Ltd. is to clarify the responsibilities of the general manager and promote institutional, standardized, and scientific management for sustainable development [1] - The general manager is responsible for the daily management of the company under the leadership of the board of directors and must execute board resolutions [1] Appointment and Dismissal of the General Manager - The company has one general manager and several vice general managers and a financial director, forming the general manager's management team [2] - The general manager is nominated by the chairman and appointed by the board of directors, while the management team members are nominated by the general manager and appointed by the board [2] - The general manager and other senior management must be full-time and cannot hold other positions in controlled enterprises [2][3] Qualifications and Restrictions - The general manager must possess recognized qualities of senior management and industry-specific knowledge [2] - Individuals with certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as the general manager or other management team members [2][3] Powers and Duties - The general manager is responsible for various powers, including managing production operations, implementing board resolutions, and proposing the appointment or dismissal of senior management [4] - In emergencies, the general manager has temporary decision-making authority for urgent matters outside their usual powers [4] Obligations of the General Manager - The general manager and the management team must adhere to laws and regulations, and they have specific obligations to protect company assets and avoid conflicts of interest [5][6] - Any income obtained in violation of these obligations must be returned to the company, and they may be liable for damages caused to the company [6] General Manager Office Meetings - The general manager regularly convenes meetings to address significant issues in production and management, with meetings held weekly or as necessary [7] - Decisions made in these meetings are recorded, and if there is a significant disagreement, the general manager must report it to the chairman [7] Reporting to the Board of Directors - The general manager is required to report to the board regularly or as needed, covering various operational and strategic issues [8][9] - Immediate reporting is required for events that significantly impact the company's operations or management [8][10] Miscellaneous - If any provisions of these rules conflict with national laws, the national regulations will prevail [11] - These rules take effect upon approval by the board of directors [11]
汇通控股: 信息披露管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:48
Core Points - The document outlines the information disclosure management system of Hefei Huitong Holdings Co., Ltd, aiming to standardize disclosure practices and enhance the quality of information shared with stakeholders [1][2][3] - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] Group 1: General Principles - The company must disclose information truthfully, accurately, completely, timely, and fairly, avoiding any false records or misleading statements [4][5] - Information disclosure obligations apply to the company, its directors, senior management, shareholders, and other relevant parties [2][3] Group 2: Disclosure Content and Standards - Required disclosure documents include prospectuses, fundraising documents, listing announcements, periodic reports, and temporary reports [5][6] - Annual reports must include key financial data, stock and bond issuance details, major events, and other information as mandated by the China Securities Regulatory Commission [6][7] Group 3: Disclosure Procedures - The board secretary is responsible for organizing and completing information disclosure tasks, ensuring compliance with regulations [12][13] - The company must disclose significant events that may impact stock prices immediately upon knowledge of such events [10][11] Group 4: Responsibilities and Accountability - The board of directors and senior management are accountable for the accuracy and completeness of disclosed information, with individual and joint responsibilities [21][22] - The audit committee must review financial information in periodic reports before submission to the board [22][23] Group 5: Confidentiality and Exceptions - The company may apply for exemption from disclosure if it involves state secrets or commercial secrets that could harm the company or investors [34][35] - If information is leaked or if there are abnormal trading conditions, the company must disclose the relevant information promptly [57][58]
汇通控股: 内部审计工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:48
合肥汇通控股股份有限公司 内部审计工作制度 第一章 总 则 第一条 为规范合肥汇通控股股份有限公司(以下简称"公司")内部审计工 作,明确内部审计的职责和权限,发挥内部审计在强化内部控制、改善经营管理、 提高经济效益中的作用,促进公司经营效率、经济效益的提高,确保内部控制持 续有效实施,维护投资者的权益,实现内部审计的制度化和规范化,根据《中华 人民共和国审计法》 《审计署关于内部审计工作的规定》 《中国内部审计准则》及 其他相关法律和法规及《合肥汇通控股股份有限公司章程》,结合公司实际,制 定本制度。 第二条 本制度所称内部审计,是指由公司内部机构或人员,对公司内部控 制制度和风险管理的有效性、财务信息的真实性和完整性以及经营活动的效率和 效果等开展的一种评价活动。 第三条 内部审计遵循"独立、客观、公正"的原则,保证其工作合法、合理 有效,完善公司内部约束机制,加强内部管理,提高经济效益。 第二章 内部审计机构和人员 第四条 审计部是公司设立的内部审计机构,对内部控制制度的建立和实施、 财务信息的真实性和完整性等情况进行检查监督,对董事会审计委员会负责并报 告工作。 第五条 内部审计部门应当保持独立性,不 ...
汇通控股: 董事会秘书工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:48
Core Points - The document outlines the responsibilities and regulations governing the role of the board secretary at Hefei Huitong Holdings Co., Ltd, ensuring compliance with relevant laws and company regulations [1][2][3] Group 1: Responsibilities of the Board Secretary - The board secretary is responsible for managing information disclosure and ensuring compliance with legal and regulatory requirements [2][3] - The board secretary must assist the board in strengthening corporate governance mechanisms and managing investor relations [2][3] - The board secretary is tasked with overseeing share management and ensuring compliance with stock trading regulations [2][3] Group 2: Qualifications and Appointment - The board secretary must possess necessary professional knowledge in finance, management, and law, along with good ethical standards [1][2] - Individuals with certain disqualifying conditions, such as administrative penalties from regulatory bodies, cannot serve as board secretary [1][3] - The appointment of the board secretary requires a nomination by the chairman and approval by the board [1][2] Group 3: Operational Guidelines - The company must provide necessary conditions for the board secretary to perform their duties effectively [3][4] - The board secretary has the right to access financial and operational information and participate in relevant meetings [3][4] - In the event of a vacancy, the board must appoint an interim secretary and notify the Shanghai Stock Exchange [4]
汇通控股: 2025年半年度报告摘要
Zheng Quan Zhi Xing· 2025-08-22 16:36
Core Points - The report highlights significant growth in total assets and net assets attributable to shareholders, with total assets increasing by 31.98% to approximately 2.02 billion yuan and net assets rising by 90.33% to approximately 1.44 billion yuan [1] - The company experienced a 19.71% increase in operating revenue, reaching approximately 532.77 million yuan, while net profit attributable to shareholders decreased by 15.45% to approximately 70.10 million yuan [1] - The weighted average return on equity decreased by 7.40 percentage points to 5.63%, and basic and diluted earnings per share fell by 30.68% to 0.61 yuan [1] Company Overview - The company is listed on the Shanghai Stock Exchange under the stock code 603409, with the stock name "汇通控股" [1] - The total number of shareholders as of the report date is 24,470 [1] Shareholding Structure - The largest shareholder, 安徽汇通控股集团有限公司, holds 43.32% of the shares, followed by 陈王保 with 14.25% [2] - Other notable shareholders include 合肥保泰利企业管理有限公司 (7.32%) and 合肥持盈企业管理合伙企业 (4.37%) [3] - 陈王保 is identified as the actual controller of the company, with 陈方明 being a related party [3]
汇通控股: 第四届董事会第十四次会议决议公告
Zheng Quan Zhi Xing· 2025-08-22 16:36
证券代码:603409 证券简称:汇通控股 公告编号:2025-044 合肥汇通控股股份有限公司 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个别及连带责任。 一、董事会会议召开情况 合肥汇通控股股份有限公司(以下简称"公司")第四届董事会第十四次会 议于2025年8月21日在公司会议室以现场方式召开,会议通知已于2025年8月11日 通过通讯方式送达全体董事。本次会议由董事长陈王保召集并主持,会议应出席 董事9人,实际出席董事9人,公司监事和高级管理人员列席了会议。本次会议的 召集、召开符合《中华人民共和国公司法》等法律、法规和《公司章程》的有关 规定。 二、董事会会议审议情况 各位董事认真讨论和审议了本次会议议案,并对议案进行了投票表决,通过 了以下决议: (一)审议通过《关于2025年半年度报告及摘要的议案》 本议案已经公司第四届董事会审计委员会审议通过,并同意提交公司董事会 审议。 具体内容详见公司同日在上海证券交易所网站(www.sse.com.cn)及指定信 息披露媒体披露的《2025年半年度报告》及《2025年半年度报告 ...
汇通控股(603409.SH):上半年净利润7010.33万元,同比下降15.45%
Ge Long Hui A P P· 2025-08-22 14:36
格隆汇8月22日丨汇通控股(603409.SH)公布,2025上半年实现营业总收入5.33亿元,同比增长19.71%; 归属母公司股东净利润7010.33万元,同比下降15.45%;基本每股收益为0.61元。 ...