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鼎信通讯: 鼎信通讯董事会提名委员会工作规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 18:05
Core Viewpoint - The article outlines the establishment and operational rules of the Nomination Committee of Qingdao Dingxin Communication Co., Ltd., emphasizing its role in enhancing corporate governance and the selection process for directors and senior management [2][3]. Group 1: General Provisions - The Nomination Committee is established to improve the selection standards and procedures for directors and senior management, in accordance with relevant laws and the company's articles of association [2]. - The committee operates independently from other departments or individuals within the company [2]. Group 2: Composition of the Committee - The Nomination Committee consists of three directors, with independent directors holding a majority [3]. - The committee's chairperson is an independent director, responsible for leading the committee's activities [3]. Group 3: Responsibilities and Authority - The committee is tasked with proposing the size, composition, and qualifications for the board of directors and senior management based on the company's operational needs [7]. - It is responsible for identifying and recommending qualified candidates for directors and senior management positions [7]. - The committee must submit its proposals and findings to the board for review and decision-making [4][7]. Group 4: Decision-Making Procedures - The committee must actively engage with relevant personnel to assess the company's needs for new directors and senior management [9]. - A thorough vetting process for candidates is required, including gathering detailed professional backgrounds and obtaining consent from nominees [10][5]. Group 5: Meeting Rules - The committee can convene meetings as needed, with specific notification requirements for meeting details [7]. - A quorum for meetings requires the presence of more than half of the committee members [8]. - Meeting records must be maintained, including attendance, agenda, and voting results [9][10]. Group 6: Miscellaneous Provisions - The rules are subject to amendments based on changes in national laws or the company's articles of association [30]. - The board of directors is responsible for the formulation and interpretation of these rules [11].
鼎信通讯: 鼎信通讯2025年半年度报告
Zheng Quan Zhi Xing· 2025-08-25 17:31
Core Viewpoint - The report highlights significant declines in revenue and profit for Qingdao Topscomm Communication Co., Ltd. in the first half of 2025, primarily due to adverse external conditions affecting sales in the power products sector and a shift towards solution provision, impacting profit margins [4][6]. Company Overview and Financial Indicators - Company Name: Qingdao Topscomm Communication Co., Ltd. [2] - Stock Code: 603421 [2] - Major Financial Data: - Revenue: CNY 704.13 million, down 50.99% year-on-year [4] - Total Profit: CNY -222.92 million [4] - Net Profit Attributable to Shareholders: CNY -219.17 million [4] - Net Assets: CNY 2.92 billion, down 6.99% from the previous year [4] - Total Assets: CNY 4.08 billion, down 12.43% from the previous year [4] Industry and Business Analysis - The company focuses on the power industry and fire alarm sectors, aligning with national policies for energy transition and technological innovation [4][5]. - The energy sector is undergoing a green transformation, with an emphasis on clean, efficient, and intelligent energy systems [4][5]. - The company is actively involved in the development of smart grid solutions, enhancing its product offerings in energy measurement, collection, and distribution automation [5][6]. Product Development and Market Position - The company has developed a competitive product matrix for smart grid applications, including low-voltage power line communication and energy quality management devices [5][6]. - Recent advancements include high-protection-grade smart energy meters capable of withstanding extreme environmental conditions, enhancing operational reliability [9][10]. - The company is expanding its product lines to cover diverse metering scenarios, including smart water meters and energy meters for various sectors [10][11]. Strategic Initiatives and Future Outlook - The company is focusing on integrating new energy technologies, electric vehicle charging infrastructure, and smart sensing terminals to enhance its market position [6][7]. - It aims to leverage government policies and market trends to optimize product offerings and develop sustainable growth engines [6][7]. - The company is also exploring overseas markets for advanced metering infrastructure (AMI) solutions, aligning with international communication standards [11][12]. Regulatory and Standardization Efforts - The company is involved in drafting national standards for flexible load control terminals and monitoring equipment, enhancing its influence in the industry [16][17]. - It is committed to improving the quality and performance of its products to meet the evolving demands of the power sector [21][23].
鼎信通讯: 鼎信通讯第五届监事会第八次会议决议公告
Zheng Quan Zhi Xing· 2025-08-25 17:31
Meeting Overview - The fifth meeting of the Supervisory Board of Qingdao Dingxin Communication Co., Ltd. was held on August 25, 2025, with three supervisors present, complying with relevant laws and regulations [1][2]. Supervisory Board Resolutions - The Supervisory Board unanimously approved the review of the company's 2025 semi-annual report, confirming that the preparation and review procedures met legal and internal management requirements [1][2]. - The content and format of the 2025 semi-annual report were found to comply with the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, accurately reflecting the company's operational and financial status [1][2]. - No violations of confidentiality were found among those involved in the preparation and review of the semi-annual report [1]. - The Supervisory Board guarantees the authenticity, accuracy, and completeness of the disclosed information in the semi-annual report, assuming legal responsibility for any false statements or omissions [1]. Voting Results - The voting results for the resolutions were unanimous, with three votes in favor, zero against, and zero abstentions [2].
鼎信通讯: 鼎信通讯关于召开2025年第二次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-25 17:31
Group 1 - The company, Qingdao Dingshin Communication Co., Ltd., is holding its second extraordinary general meeting of shareholders in 2025 on September 11, 2025, at 13:30 [1][2] - The meeting will take place at the company's office located at No. 858, Huaguang Road, Building 4, B Section, Qingdao High-tech Zone [1] - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 to 15:00 on the day of the meeting [1][2] Group 2 - The meeting will not involve public solicitation of shareholder voting rights [2] - The agenda for the meeting includes non-cumulative voting proposals that have been approved by the company's board and supervisory board in previous meetings [2][3] - There are no related shareholders that need to abstain from voting [2] Group 3 - Shareholders must register to attend the meeting, with registration available from September 9, 2025, from 9:00 to 11:30 and 14:00 to 17:00 [5] - Required documents for registration include valid identification and proof of shareholding [4][5] - The company will cover no expenses for attendees, who must bear their own travel and accommodation costs [5]
鼎信通讯: 鼎信通讯委托理财管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 17:31
Core Viewpoint - The company establishes a management system for entrusted financial management to enhance fund operation efficiency, effectively prevent investment risks, and protect the interests of the company and its shareholders [1]. Group 1: Regulations and Principles - The entrusted financial management is defined as the act of entrusting qualified financial institutions to invest and manage the company's assets under the premise of national policy allowance and effective risk control [1][2]. - The company must adhere to principles of "standard operation, risk prevention, and cautious investment," ensuring that entrusted financial management does not affect normal operations and main business development [2]. - Funds for entrusted financial management must come from idle funds and should not encroach on normal operational and project construction funds [2]. Group 2: Investment Guidelines - The company should reasonably determine the financial products, scale, and duration based on its risk tolerance, primarily investing in low-risk, short-term financial products with high safety and liquidity [2]. - Investments in entrusted financial products must not be used for stocks, derivatives, or securities investment funds [2]. - The entrusted financial management must be conducted with qualified financial institutions that have good credit and financial status, and a written contract must be signed to clarify rights, obligations, and legal responsibilities [2][3]. Group 3: Financial Management and Reporting - The financial department is responsible for the specific execution of entrusted financial management, including assessing financial conditions, preparing financial plans, and ensuring proper documentation [3][4]. - A monthly reporting system is established for the financial department to report the status of entrusted financial management to the management, audit department, and investor relations department [4]. - The audit department will supervise and regularly audit the progress, profit and loss, risk control, and fund usage of entrusted financial products [4][5]. Group 4: Disclosure and Compliance - The company must disclose entrusted financial management matters that meet disclosure standards according to relevant laws and regulations [5][6]. - In case of significant events affecting the entrusted financial products, the financial department must report to the financial director and board secretary, and the company should disclose relevant progress and response measures [5]. - The company is prohibited from using entrusted financial management to circumvent necessary approval procedures and disclosure obligations for asset purchases or external investments [6].
鼎信通讯: 鼎信通讯第五届董事会第十三次会议决议公告
Zheng Quan Zhi Xing· 2025-08-25 17:31
Meeting Overview - The fifth meeting of the board of directors of Qingdao Dingxin Communication Co., Ltd. was held on August 15, 2025, with all directors present, ensuring compliance with the Company Law and Articles of Association [1][2] Resolutions Passed - The board approved the 2025 semi-annual report and its summary, with a unanimous vote of 8 in favor, 0 against, and 0 abstentions [1][2] - The board approved amendments to certain corporate governance systems, which will be submitted for approval at the 2025 second extraordinary general meeting of shareholders, also with a unanimous vote of 8 in favor, 0 against, and 0 abstentions [1][2] - The board approved the reappointment of the accounting firm, which will also be submitted for approval at the upcoming extraordinary general meeting, with a unanimous vote of 8 in favor, 0 against, and 0 abstentions [1][2] Documentation - The full text of the revised corporate governance systems and the semi-annual report can be found on the Shanghai Stock Exchange website [1][2]
鼎信通讯: 鼎信通讯对外提供财务资助管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 17:31
Core Points - The company has established a financial assistance management system to regulate its external financial assistance activities, mitigate financial risks, and enhance information disclosure quality [1] - The system outlines the principles of equality, voluntariness, and fairness in providing financial assistance [3] - Financial assistance must be approved by the finance department and the board of directors, with timely information disclosure obligations [1][3] Summary by Sections Financial Assistance Definition and Exclusions - Financial assistance includes paid or unpaid funding and entrusted loans, excluding certain situations such as when the company’s main business is providing loans or when the recipient is a controlling subsidiary [1][2] Board of Directors' Responsibilities - Before approving financial assistance, the board must understand the recipient's operational and financial status and assess compliance, reasonableness, repayment ability, and effectiveness of guarantees [2][3] - Financial assistance to related parties is generally prohibited unless specific conditions are met, requiring shareholder meeting approval [2][3] Approval Process - Financial assistance requires approval from more than half of non-related directors and must be submitted to the shareholders' meeting if fewer than three non-related directors are present [3] - Certain financial assistance scenarios, such as high debt ratios or significant amounts, require additional shareholder approval [3][4] Agreements and Disclosure - Agreements must be signed detailing conditions, amounts, terms, and liabilities related to financial assistance [4] - The company must disclose reasons for overdue financial assistance and any remedial measures taken [4][5] Monitoring and Compliance - The finance department is responsible for monitoring the recipient's financial health and must report any significant changes or risks to the board [6][7] - Internal audit departments will oversee compliance with the financial assistance regulations [7] Legal and Regulatory Framework - The financial assistance management system is subject to national laws and regulations, and any inconsistencies will defer to those legal standards [7]
鼎信通讯: 鼎信通讯关于续聘会计师事务所的公告
Zheng Quan Zhi Xing· 2025-08-25 17:31
Core Viewpoint - The company intends to reappoint Zhongxinghua Accounting Firm as its financial audit and internal control audit institution for the year 2025 [2] Group 1: Appointment of Accounting Firm - The company held its 13th meeting of the 5th Board of Directors on August 25, 2025, and approved the proposal to reappoint Zhongxinghua as the auditing firm for the 2025 fiscal year [2] - Zhongxinghua Accounting Firm was established in 1993 and has undergone several name changes and structural adjustments, with its current name being Zhongxinghua Accounting Firm (Special General Partnership) [2][3] - The firm has 522 registered accountants and has audited 169 companies, including 16 listed companies in the same industry as the company [2] Group 2: Audit Team Information - The project partner and signing CPA is Mr. Xu Shixin, who has been practicing at Zhongxinghua since 2014 and has experience in auditing companies in various industries [3] - Another signing CPA, Mr. Xu Kefeng, has been with Zhongxinghua since 2017 and has signed off on audits for one listed company and participated in three others in the last three years [3][4] - The quality control reviewer for the project is Ms. Zhao Chunyang, who has been with Zhongxinghua since 2014 and has reviewed audits for 10 listed companies in the last three years [3][4] Group 3: Audit Fees and Procedures - The annual audit fee will be based on the 2024 audit fee and will be determined through negotiations between the management and the accounting firm, following fair market pricing principles [4][5] - The audit committee of the Board of Directors has reviewed Zhongxinghua and supports its reappointment, stating that the firm has adhered to independent audit principles and has objectively reflected the company's financial status [5] - The reappointment of the accounting firm is subject to approval by the company's shareholders' meeting and will take effect upon approval [5]
鼎信通讯: 鼎信通讯2025年半年度报告摘要
Zheng Quan Zhi Xing· 2025-08-25 17:31
动关系。 表决权恢复的优先股股东 | 青岛鼎信通讯股份有限公司2025 | | | 年半年度报告摘要 | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 公司代码:603421 | | | 公司简称:鼎信通讯 | | | | | | | | | | | | 青岛鼎信通讯股份有限公司 | | | | | | | | | | | | | | | 青岛鼎信通讯股份有限公司2025 | | 年半年度报告摘要 | | | | | | | | | | | | | 第一节 | 重要提示 | | | | | | | | | | | | | | 展规划,投资者应当到 www.sse.com.cn | | 网站仔细阅读半年度报告全文。 | | | | | | | | | | | | | 完整性,不存在虚假记载、误导性陈述或重大遗漏,并承担个别和连带的法律责任。 | | | | | | | | | | | | | | | 无 | | | | | | | | | | ...
鼎信通讯: 鼎信通讯董事和高级管理人员持有公司股份及其变动管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-25 17:31
General Principles - The company establishes a management system for the shares held by its directors and senior management to strengthen oversight based on relevant laws and regulations [1][2] - This system applies to the management of shares held and traded by the company's directors and senior management [1] Information Reporting and Disclosure - Directors and senior management must report personal information to the company within specified timeframes, including changes in their personal information and shareholdings [2][3] - The company is responsible for ensuring the accuracy and timeliness of the reported data and must disclose trading activities of its directors and senior management [2][3] Shareholding and Trading Restrictions - Directors and senior management are prohibited from transferring shares under certain conditions, including within six months of leaving the company or during investigations [8][9] - There are specific limits on the percentage of shares that can be transferred annually, with a maximum of 25% of their total holdings [5][9] Trading Procedures - Directors and senior management must notify the company in writing of their trading plans at least two trading days in advance for purchases and fifteen trading days for sales [4][5] - Any trading activity must be reported to the stock exchange within two trading days of the transaction [4][5] Violations and Penalties - The company will impose penalties on directors and senior management for violations of trading regulations, which may include warnings, demotions, or legal actions [12][13] - Any profits gained from illegal trading activities must be returned to the company, and the company must disclose the details of such violations [12][13]