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光峰科技: 关于公司首次公开发行股票募投项目剩余超募资金永久补充流动资金的公告
Zheng Quan Zhi Xing· 2025-08-29 14:20
Core Viewpoint - The company plans to permanently supplement its working capital with the remaining over-raised funds of RMB 5,072.57 thousand from its initial public offering (IPO) project, which requires approval from the shareholders' meeting [1][5][6] Fundraising Basic Situation - The company raised a total of RMB 119,000.00 thousand from the IPO by issuing 68 million shares at a price of RMB 17.50 per share, with a net amount of RMB 106,247.08 thousand after deducting issuance costs of RMB 12,752.92 thousand [1][2] Investment Project Situation - The net amount raised from the IPO was planned to be invested in specific projects, with a total investment amount of RMB 100,000.00 thousand [2] Use of Over-raised Funds - The company has used over-raised funds for share repurchase, with a total repurchase amount of RMB 138,809,738.95, of which RMB 70,135,413.12 was from over-raised funds [3][4] - As of June 30, 2025, the remaining over-raised funds amounted to RMB 5,072.57 thousand, primarily from interest income and cash management product returns [4][5] Remaining Over-raised Funds Usage Plan - The company plans to use RMB 5,072.57 thousand of the remaining over-raised funds to permanently supplement working capital, which is within the regulatory limits set by the China Securities Regulatory Commission and the Shanghai Stock Exchange [4][5][6] Related Explanation and Commitment - The company commits that the cumulative amount used to supplement working capital within 12 months will not exceed 30% of the total over-raised funds [5]
光峰科技: 2025年半年度募集资金存放与使用情况专项报告
Zheng Quan Zhi Xing· 2025-08-29 14:20
Fundraising Overview - The company raised a total of RMB 119 million by issuing 68 million shares at RMB 17.50 per share, with a net amount of RMB 106.25 million after deducting issuance costs of RMB 12.75 million [1] - As of June 30, 2025, the company has utilized RMB 99.23 million of the raised funds, with a remaining balance of RMB 5,072.57 [1][2] Fund Management - The company has established a dedicated account for managing the raised funds, ensuring compliance with relevant regulations and protecting investor interests [1] - The company has signed a tripartite supervision agreement with its sponsor and the bank managing the funds, which is functioning normally as of June 30, 2025 [1] Fund Utilization - The company has not replaced any of the raised funds with its own prior investments [1] - A total of RMB 11.6 million of temporarily idle funds has been approved for cash management, with investments in safe and liquid financial products [1] - The company has not used idle funds to temporarily supplement working capital during the reporting period [1][2] Project Status - The company has completed the projects "New Generation Laser Display Product R&D and Industrialization" and "Headquarters R&D Center Project," reallocating surplus funds to permanent working capital [1][3] - The expected output from the "New Generation Laser Display Product R&D" project is 135,000 units per year, but actual production has been affected by market demand and supply chain issues [3] Compliance and Reporting - The company has adhered to all relevant laws and regulations regarding the use and disclosure of raised funds, with no significant issues reported [1][2] - The company has not experienced any abnormal situations regarding the investment projects funded by the raised capital [2]
光峰科技: 会计师事务所选聘制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
深圳光峰科技股份有限公司 会计师事务所选聘制度 (2025 年 8 月修订) 第一章 总 则 第一条 为规范深圳光峰科技股份有限公司(以下简称"公司")选聘(含 续聘、改聘,下同)执行财务会计报表审计业务的会计师事务所有关行为,切实 维护股东利益,进一步加强公司的财务审计工作,提高财务信息披露质量,根据 法律法规、部门规章、规范性文件等以及《公司章程》等规定,结合公司实际情 况,制定本制度。 第二条 公司选聘执行会计报表审计等业务的会计师事务所(以下简称"会 计师事务所")对财务会计报告发表审计意见、出具审计报告,应当遵照本制度。 第三条 公司聘用、解聘会计师事务所,应经董事会审计委员会审议且经过 半数同意后报董事会审议、并由股东会决定。公司不得在董事会、股东大会审议 前委任会计师事务所开展审计业务。 第四条 公司控股股东、实际控制人不得在公司董事会、股东会审议前,向 公司指定会计师事务所,也不得干预公司董事会审计委员会独立履行审核职责。 第二章 会计师事务所执业质量要求 第五条 公司选聘的会计师事务所应当具有以下资格: (一)具有独立的法人资格,具备国家行业主管部门和证券监管机构规定 的开展证券期货相关业务 ...
光峰科技: 舆情管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
Core Viewpoint - The company has established a public opinion management system to enhance its ability to respond to various public opinions and protect investor rights, in compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The public opinion management system aims to address negative media coverage, rumors, and information that may affect the company's reputation and stock price [1]. - Public opinion is categorized into major public opinion, which significantly impacts the company's image and operations, and general public opinion, which is less severe [1][2]. Group 2: Organizational Structure and Responsibilities - The company has formed a public opinion management working group led by the chairman, with members from senior management and relevant departments [2][3]. - The working group is responsible for decision-making, investigation of public opinion incidents, and communication with regulatory bodies [2][3]. Group 3: Information Collection and Reporting - The board office leads the collection and analysis of public opinion information, tracking stock price fluctuations and assessing risks [3][4]. - All departments and subsidiaries must cooperate in reporting public opinion information promptly and accurately [4][5]. Group 4: Principles and Measures for Handling Public Opinion - The company emphasizes quick response, sincere communication, proactive engagement, and fair treatment in handling public opinion [5][6]. - Major public opinion incidents require immediate investigation, communication with media, and timely updates to investors [6][7]. Group 5: Confidentiality and Accountability - Internal departments and personnel are obligated to maintain confidentiality regarding public opinion incidents and their handling [6][7]. - The company reserves the right to pursue legal action against individuals or entities that disseminate false information affecting its reputation [6][7].
光峰科技: 年报信息披露重大差错责任追究制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
General Principles - The company aims to enhance the quality and transparency of annual report disclosures by establishing a responsibility accountability system for significant errors in information disclosure [1] - The system applies to various stakeholders, including directors, senior management, and other relevant personnel involved in the annual report disclosure process [1] Responsibilities of Disclosure Personnel - Senior management, including the general manager and financial director, is responsible for organizing the preparation of the annual report draft and ensuring timely reporting of necessary information [2] - Directors and senior management are accountable for the authenticity, accuracy, completeness, timeliness, and fairness of the annual report disclosures, except when they can provide sufficient evidence of due diligence [2] Circumstances and Considerations for Accountability - Significant errors in annual report disclosures include major accounting errors, substantial omissions, and discrepancies in performance forecasts that are recognized as significant by regulatory authorities [3] - Specific violations leading to significant errors include breaches of national laws, internal regulations, and failure to follow established procedures [3][4] Standards for Performance Forecast Discrepancies - A performance forecast is considered significantly different if the latest expected net profit shows a directional change or a substantial deviation from previously disclosed forecasts [4] - The threshold for significant differences in performance reports is set at a deviation of 10% or more from the actual data in periodic reports [4] Forms and Consequences of Accountability - The company may impose various penalties on responsible parties, including economic penalties, based on the severity of the incident [5] - The company must disclose corrections, supplements, or revisions to significant accounting errors and discrepancies in performance forecasts in accordance with regulatory requirements [5] Additional Provisions - The accountability system also applies to quarterly and semi-annual reports, ensuring consistency in the handling of significant errors across different reporting periods [6] - The system is effective upon approval by the board of directors and will be modified as necessary to comply with relevant laws and regulations [6]
光峰科技: 累积投票制度实施细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
General Principles - The implementation details of the cumulative voting system aim to protect the interests of minority shareholders and regulate the governance structure of Shenzhen Guangfeng Technology Co., Ltd [1] - Cumulative voting allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling them to concentrate their votes on one or more candidates [1][2] Voting Principles - Each shareholder's voting rights are calculated as the number of shares held multiplied by the number of directors to be elected [6] - Shareholders can either concentrate their votes on specific candidates or distribute them among all candidates, but cannot exceed the number of candidates to be elected [7][8] - If a shareholder casts more votes than they hold, that vote is invalid; if they cast fewer, the excess is considered a waiver of voting rights [9] Election Principles - Directors are elected based on the total votes received, with candidates needing to secure more than half of the voting rights held by attending shareholders to be elected [14] - In case of a tie among candidates, specific rules are applied to determine the outcome, including potential re-elections if necessary [15][16] Operational Procedures - The company must clearly state the use of the cumulative voting system in the notice for the shareholders' meeting and provide the relevant implementation details [17] - Voting can be conducted in person or through a proxy, and the ballots must include specific information to ensure clarity and compliance with the voting process [19]
光峰科技: 自愿信息披露管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
Core Points - The document outlines the voluntary information disclosure management system of Shenzhen Guangfeng Technology Co., Ltd, aiming to ensure the authenticity, accuracy, and completeness of information disclosed to protect the rights of the company, shareholders, and investors [1][2]. Group 1: General Principles - The voluntary information disclosure is defined as information disclosed by the company that does not meet the mandatory disclosure standards but is intended to protect investor interests [2]. - The company must ensure that voluntarily disclosed information does not conflict with legally required disclosures and must not mislead investors [3]. - The disclosure should adhere to principles of truthfulness, accuracy, completeness, timeliness, and fairness, reflecting the company's actual operational status [3]. Group 2: Disclosure Standards - The company may voluntarily disclose information under specific circumstances, such as signing significant strategic agreements or when there are important developments in product research and certifications [4]. - The company must assess the necessity of disclosure and avoid misleading content, especially when dealing with sensitive information [4]. Group 3: Disclosure Procedures - A strict review process is mandated before any voluntary disclosure, including verification by department heads and compliance checks by the board secretary [5]. - The board secretary is responsible for coordinating and organizing the disclosure process, ensuring compliance with legal requirements [6]. Group 4: Responsibilities - The chairman bears primary responsibility for ensuring compliance with disclosure regulations, while the board secretary manages the specific disclosure tasks [6][7]. - Other executives, including the general manager and financial officer, are responsible for the accuracy of the disclosed information within their areas of expertise [6]. Group 5: Management of Disclosure Documents - The board office is tasked with managing disclosure documents and ensuring that all relevant records are maintained for at least ten years [7]. - Departments and subsidiaries are required to appoint personnel to manage disclosure documents and report relevant information to the board secretary [8].
光峰科技: 信息披露事务管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
General Principles - The company aims to enhance the quality of information disclosure to protect investors' rights and ensure the authenticity, accuracy, completeness, timeliness, and consistency of disclosed information [1][2] - Information disclosure refers to information that significantly impacts the trading price of the company's securities or is relevant to investors' decision-making [1][2] Disclosure Obligations - The company and its disclosure obligors must timely disclose all information that may significantly affect the trading price of its securities [4][5] - Disclosure must be objective, based on factual evidence, and should not contain false records or misleading statements [4][5] - Information must be disclosed simultaneously to all investors, without prior disclosure to any individual or entity [4][5] Responsibilities of Disclosure Obligors - The board of directors and senior management are responsible for ensuring timely and fair disclosure of information [3][4] - The board secretary is the primary responsible person for implementing the information disclosure management system [6][7] - The audit committee supervises the actions of the board and senior management regarding their disclosure responsibilities [8] Reporting Procedures - Regular reports must be prepared and disclosed within specified timeframes, including quarterly, semi-annual, and annual reports [11][12] - The company must disclose any significant events that may impact the trading price of its securities immediately [15][16] Voluntary Disclosure - The company may voluntarily disclose information that could assist investors in making decisions, provided it does not conflict with mandatory disclosures [40][41] - Voluntary disclosures must be truthful, accurate, and complete, adhering to the principle of fairness [40][41] Confidentiality Measures - Disclosure obligors must maintain confidentiality regarding insider information and prevent insider trading [58][59] - The company must take necessary measures to control the number of individuals aware of undisclosed information [60][61] Penalties for Non-compliance - Failure to comply with disclosure obligations may result in disciplinary actions against responsible individuals, including warnings or dismissal [63][64] - The company holds the right to pursue legal responsibility for inaccurate disclosures that cause losses to the company or investors [66][67]
光峰科技: 信息披露暂缓与豁免事务管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
General Principles - The company establishes a system for the management of information disclosure deferral and exemption to ensure compliance with legal obligations and protect investors' rights [1] - The company will defer or exempt disclosure based on its prudent judgment when certain conditions are met, subject to post-regulation by the Shanghai Stock Exchange [1][2] Applicable Situations and Conditions - Information can be exempted from disclosure if it involves state secrets or other matters that may violate confidentiality regulations [2] - Business secrets can be deferred or exempted from disclosure if they meet specific criteria, such as core technology information that could lead to unfair competition [2][3] Internal Management of Deferral and Exemption - The company must carefully determine whether information qualifies for deferral or exemption and take measures to prevent leaks [4] - An internal approval process is required for deferring or exempting disclosure, involving notification to the board office and subsequent reviews [4][5] Registration and Reporting - The company must register details of any deferred or exempted disclosures, including the type of information and the internal review process [5] - Relevant materials must be submitted to the regulatory authority within 10 days after the announcement of periodic reports [5] Additional Provisions - The company must maintain records of deferred or exempted disclosures for at least 10 years [5] - The system becomes effective upon approval by the board and will be modified as necessary [6][7]
光峰科技: 防范控股股东及关联方占用公司资金制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
Core Points - The document outlines a system to prevent the controlling shareholder and related parties from occupying the funds of Shenzhen Guangfeng Technology Co., Ltd. [1] - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the listing rules of the Shanghai Stock Exchange [1][2] - The document specifies the definitions of "controlling shareholder," "actual controller," "related party," and "related transactions" [1] Group 1: General Provisions - The system applies to the company and its subsidiaries in relation to fund transactions with controlling shareholders, actual controllers, and other related parties [1] - It prohibits the controlling shareholder and related parties from occupying company funds through various means, including requiring the company to pay their expenses or debts [1][2] Group 2: Measures to Prevent Fund Occupation - The company's board of directors is responsible for establishing a verification system to regularly check the company's monetary funds and transactions with controlling shareholders and related parties [3] - The audit committee is tasked with guiding internal audits and may hire external agencies for professional opinions [3] Group 3: Accountability and Penalties - The company will impose penalties on directors and senior management who assist or condone the occupation of company assets by controlling shareholders and related parties [4] - Funds occupied by controlling shareholders and related parties should generally be repaid in cash, with strict controls on non-cash asset repayments [4][5]