Workflow
Guangdong Anda Automation Solutions (688125)
icon
Search documents
安达智能: 2025年半年度报告摘要
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - Guangdong Anda Intelligent Equipment Co., Ltd. reported a significant increase in total assets and operating income for the first half of 2025, but also faced substantial losses in net profit and total profit compared to the previous year [1][2]. Financial Summary - Total assets at the end of the reporting period reached CNY 2,391,491,329, representing a 4.93% increase from CNY 2,279,124,008.69 at the end of the previous year [2]. - Operating income for the reporting period was CNY 342,592,904.81, which is a 9.55% increase compared to CNY 312,736,893.84 in the same period last year [2]. - The total profit for the period was reported as a loss of CNY 78,247,616.31, compared to a loss of CNY 23,096,630.85 in the previous year [2]. - The net profit attributable to shareholders of the listed company was a loss of CNY 58,443,807.73, compared to a loss of CNY 12,735,911.05 in the same period last year [2]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was a loss of CNY 41,320,420.57, compared to a loss of CNY 16,750,764.62 in the previous year [2]. - The net cash flow from operating activities was a negative CNY 18,858,431.35, compared to a negative CNY 65,089,097.15 in the previous year [2]. - The weighted average return on net assets decreased to -3.12%, down 2.45 percentage points from -0.67% in the previous year [2]. Shareholder Information - As of the end of the reporting period, the total number of shareholders was 4,289 [3]. - Major shareholders include Dongguan Shengsheng Industrial Investment Co., Ltd. and Dongguan Yizhitong Industrial Investment Partnership (Limited Partnership), with the former being the controlling shareholder [4][5]. - The actual controllers of the company are Liu Fei and He Yuqiao, who are married and jointly control Dongguan Shengsheng Industrial Investment Co., Ltd. [4].
安达智能: 董事、高级管理人员薪酬管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:24
Core Points - The compensation management system for directors and senior management of Guangdong Anda Intelligent Equipment Co., Ltd. aims to establish a scientific and effective incentive mechanism to enhance the company's management level [1] - The system is applicable to the company's directors and senior management, including the general manager, deputy general managers, financial director, and board secretary [1] Group 1: Principles of Compensation Management - The compensation provided by the company should be competitive compared to similar positions in the market [1] - Compensation should be based on a combination of labor distribution and responsibilities, rights, and benefits [1] - Performance evaluation standards and procedures should be established for compensation [1] - Individual compensation should align with the long-term interests of the company [1] Group 2: Compensation Management Structure - The board of directors is responsible for reviewing the compensation plans for senior management, while the shareholders' meeting reviews the compensation plans for directors [2] - A compensation and assessment committee under the board of directors is responsible for formulating assessment standards and reviewing compensation policies [2] - The finance center and human resources department will assist the board in implementing the compensation plans [2] Group 3: Compensation Standards - Non-independent directors' compensation is determined based on their roles and responsibilities without additional director allowances [3] - Independent directors receive a fixed allowance approved by the shareholders' meeting, and reasonable expenses incurred while exercising their duties are covered by the company [3] - Senior management compensation is determined by considering the economic environment, company circumstances, industry standards, and individual performance [3][4] Group 4: Compensation Payment - Compensation and allowances for directors and senior management are paid according to the company's compensation management system [3] - Compensation for departing directors and senior management is calculated based on their actual tenure and performance [3] - Travel and other reasonable expenses incurred by directors and senior management while performing their duties are reimbursed by the company [3] Group 5: Compensation Adjustment - The compensation system should serve the company's business strategy and be adjusted according to the company's operational changes [4] - Factors influencing compensation adjustments include industry salary growth, inflation, company profitability, strategic development, and individual role changes [5] Group 6: Miscellaneous - The board of directors is responsible for formulating, modifying, and interpreting the compensation management system [5] - The system becomes effective upon approval by the shareholders' meeting and is subject to modification under the same conditions [5]
安达智能: 内部审计制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:24
General Principles - The internal audit system of Guangdong Andar Intelligent Equipment Co., Ltd. aims to standardize internal audit work, improve audit quality, enhance self-restraint, and prevent and control operational risks [1][2] - Internal audit is defined as an evaluation activity conducted by internal personnel on the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1][2] Internal Audit Organization and Personnel - The internal audit department is responsible for checking and supervising the authenticity and completeness of financial information and the implementation of internal control systems, reporting to the board of directors [2][3] - The internal audit department must maintain independence and not be under the leadership of the finance department [2][3] - Internal auditors should possess relevant professional knowledge and adhere to ethical standards, ensuring objectivity and confidentiality [2][3] Responsibilities of the Internal Audit Department - The audit department is tasked with evaluating the completeness and effectiveness of internal control systems across various departments and subsidiaries [4][5] - It is responsible for auditing financial data and ensuring compliance with laws and regulations, including financial reports and disclosures [4][5] - The audit department must report to the audit committee at least quarterly, detailing the execution of the internal audit plan and any issues discovered [4][5] Internal Control and Disclosure - The internal audit department is responsible for organizing and implementing internal control evaluations, which must be disclosed alongside the annual report [6][7] - The internal control evaluation report should include the board's declaration of authenticity, the overall situation of the evaluation, and any identified deficiencies [6][7] - The audit department must monitor the implementation of corrective measures for any identified internal control deficiencies [7][8] Incentives and Disciplinary Measures - The company should establish a mechanism for incentives and constraints for internal audit personnel, evaluating their performance [9][10] - Internal auditors demonstrating integrity and contributing significantly may be recommended for rewards, while those obstructing audits or engaging in misconduct may face disciplinary actions [9][10]
安达智能: 董事和高级管理人员持股及变动管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:24
General Principles - The management system for the shareholding and changes of directors and senior management of Guangdong Anda Intelligent Equipment Co., Ltd. aims to standardize the management of shares held by directors and senior management, thereby improving the company's operational management level [1][2] - This system is based on relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange's self-regulatory guidelines [1] Scope of Application - The system applies to all shares held by directors and senior management, including those held in their own name and through others' accounts, as well as derivatives like convertible bonds and stock options [2] - Senior management includes the general manager, deputy general managers, financial directors, and other personnel recognized by the board of directors [1][2] Shareholding Management - Directors and senior management must manage their stock accounts responsibly and are prohibited from engaging in margin trading with the company's shares [2][3] - They are required to maintain confidentiality regarding undisclosed information that could significantly impact the company's stock price and must not engage in insider trading [2][3] Share Transfer Regulations - When transferring shares, directors and senior management must adhere to legal and regulatory restrictions, ensuring that all information disclosed is truthful and complete [3][4] - The maximum number of shares that can be transferred annually is limited to 25% of the total shares held, based on the last trading day of the previous year [4][5] Prohibited Trading Periods - Directors and senior management are prohibited from trading the company's shares during specific periods, such as 15 days before the annual or semi-annual report announcements [5][6] - They are also restricted from trading shares within six months of buying or selling them [5][6] Reporting Obligations - Directors and senior management must report any changes in their shareholdings within two trading days and disclose relevant information through the Shanghai Stock Exchange [8][9] - Any planned share reductions must be reported to the exchange 15 trading days prior to the first sale [9][10] Accountability and Penalties - The board of directors is responsible for enforcing compliance with the share trading regulations, and any profits from violations will be returned to the company [11][12] - Serious violations may result in dismissal and legal action [12][13] Miscellaneous - The management system will be executed in accordance with relevant laws and regulations, and any inconsistencies will defer to those legal standards [13]
安达智能: 信息披露暂缓与豁免业务管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:24
General Principles - The company establishes a system for the temporary suspension and exemption of information disclosure to ensure compliance with laws and regulations, protecting the rights of shareholders, creditors, and stakeholders [1][2] - The company can independently assess the need for temporary suspension or exemption of information disclosure without prior application to the Shanghai Stock Exchange, subject to post-event supervision [1][2] Scope of Temporary Suspension and Exemption - The company must disclose significant events promptly when certain conditions are met, such as board resolutions or when key personnel become aware of the events [2] - If a significant event is difficult to keep confidential or has already leaked, the company must disclose relevant information within two trading days [2] - The company can temporarily suspend disclosure if it may harm its interests or mislead investors, provided that confidentiality agreements are in place [2][3] Confidential Information - Information involving state secrets or commercial secrets can be exempted from disclosure if it meets specific criteria, such as potential harm from disclosure [3][4] - The company must disclose any temporarily suspended or exempted information once the reasons for suspension are eliminated or if the information becomes difficult to keep confidential [4][5] Review Procedures - The company must follow internal review procedures before deciding on temporary suspension or exemption of information disclosure, ensuring that the scope is not arbitrarily expanded [5][6] - A detailed internal registration and approval form must be completed for any information that is temporarily suspended or exempted, including reasons and potential impacts [5][6] Reporting Obligations - The company is required to submit relevant registration materials regarding temporarily suspended or exempted disclosures to regulatory authorities within ten days after the publication of periodic reports [6][7] Implementation and Amendments - The system will be effective upon approval by the board of directors and will be amended as necessary, adhering to national laws and regulations [7][8]
安达智能: 累积投票制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:24
General Principles - The purpose of the cumulative voting system is to enhance the governance structure of Guangdong Andar Intelligent Equipment Co., Ltd., regulate the election of directors, ensure shareholders can fully exercise their rights, and protect the interests of minority shareholders [2][3] - The cumulative voting system 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 candidate or distribute them among multiple candidates [3][4] Nomination of Director Candidates - Only shareholders holding more than 1% of the company's issued shares can propose new director candidates at least 10 days before the shareholders' meeting [4][5] - The nominated candidates must undergo qualification review by the current board's nomination committee before being submitted for election [4][5] Election of Directors - The cumulative voting method must be clearly stated in the notice of the shareholders' meeting, and the voting process must be explained to shareholders [6][10] - Each shareholder's voting power is calculated based on their shares multiplied by the number of directors to be elected, and they can allocate their votes as they see fit [6][7] Principles of Director Election - Directors are elected based on the total votes received, with candidates needing to secure more than half of the voting rights represented at the meeting to be elected [8][9] - If the number of elected directors is less than required but exceeds the legal minimum, the vacancies will be filled in the next shareholders' meeting [9][10] Miscellaneous Provisions - The cumulative voting system will be revised in accordance with any new laws or regulations issued by relevant authorities [12] - The board of directors is responsible for interpreting and amending this system, which takes effect upon approval by the shareholders' meeting [12]
安达智能: 子公司管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:24
广东安达智能装备股份有限公司 子公司管理制度 广东安达智能装备股份有限公司 子公司管理制度 第一章 总 则 《上海证券交易所科创板股票上市规则》 (以下简称"《上 《上海证券交易所科创板上市公司自律监管指引第 1 号——规范运作》 市规则》")、 等法律、法规、规范性文件及《广东安达智能装备股份有限公司章程》(以下简 称"《公司章程》")的相关规定,结合公司的实际情况,制订本制度。 第二条 本制度所称子公司是指公司根据总体战略规划、产业结构布局或业 务发展需要而依法设立或投资的、具有独立法人主体资格的公司,包括: 在 50%以上,具体是指公司持有其 50%以上的股权,或者持股 50%以下但能够 决定其董事会半数以上成员的当选,或者通过协议或其他安排能够实际控制的子 公司。 第三条 本制度旨在加强对子公司的管理,建立有效的控制机制,对子公司 的组织、战略、投资、生产、经营、财务、人事、信息披露等重要的经营运作活 动进行规范,加强对子公司的管控力度,提高公司整体运作效率和抗风险能力。 第四条 公司依据对子公司资产控制和规范运作要求,行使对子公司的重大 事项管理。同时,负有对子公司指导、监督和相关服务的义务。 第五 ...
安达智能: 内幕信息知情人登记管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:24
Core Points - The document outlines the insider information management system of Guangdong Anda Intelligent Equipment Co., Ltd, aimed at regulating insider information management and protecting investors' rights [1][2][3] Group 1: Insider Information Management - The board of directors is responsible for managing insider information and must ensure the accuracy and completeness of insider information records [1][2] - All directors, senior management, and relevant departments must maintain confidentiality regarding insider information and cooperate with the board secretary in registering and reporting insider information [2][3] - Insider information must be kept to a minimum number of people before public disclosure, and insider trading is strictly prohibited [3][4] Group 2: Definition and Scope of Insider Information - Insider information is defined as non-public information that could significantly impact the company's operations, finances, or stock prices [4][5] - Examples of insider information include major changes in business strategy, significant asset transactions, and major debts or losses [4][5] Group 3: Registration and Reporting of Insider Information - The company must maintain a detailed record of insider information personnel and report this information to the Shanghai Stock Exchange within five trading days after public disclosure [8][12] - The registration process includes filling out an insider information personnel record form and ensuring all information is accurate and complete [10][13] Group 4: Confidentiality Obligations - Insider information personnel are obligated to keep information confidential and are prohibited from trading company securities based on insider information [14][18] - The company must implement strict confidentiality agreements with external advisors and ensure that insider information is not leaked before public disclosure [14][15] Group 5: Accountability and Penalties - Violations of insider information regulations can lead to disciplinary actions, including warnings, demotions, or termination of employment [18][19] - The company reserves the right to pursue legal action against individuals who disclose insider information or engage in insider trading [19]
安达智能: 投资者关系管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:24
Core Viewpoint - The document outlines the investor relations management system of Guangdong Anda Intelligent Equipment Co., Ltd., emphasizing the importance of effective communication with investors to enhance understanding, trust, and corporate governance [1][2]. Group 1: Principles of Investor Relations Management - Compliance Principle: The company must conduct investor relations management in accordance with laws, regulations, and internal rules [2]. - Equality Principle: All investors should be treated equally, with special provisions for small and medium investors [2]. - Proactive Principle: The company should actively engage with investors, listening to their opinions and responding to their needs [2]. - Honesty and Integrity Principle: The company must maintain integrity and responsibility in its investor relations activities [2]. Group 2: Content and Methods of Investor Relations Management - Target Audience: The investor relations management work includes communication with investors, analysts, media, regulatory bodies, and other relevant parties [3]. - Communication Channels: The company should utilize multiple channels such as the official website, new media platforms, and direct communication methods like meetings and roadshows [3][4]. - Investor Feedback: The company must establish dedicated contact points for investor inquiries and ensure timely responses [4][5]. Group 3: Organizational Structure and Responsibilities - Board Responsibility: The board of directors is responsible for formulating the investor relations management system, with the chairman overseeing the activities [8][9]. - Coordination Mechanism: A good internal coordination mechanism should be established to gather and share relevant information across departments [9]. - Training: Regular training should be provided to directors and management on investor relations management [10]. Group 4: Compliance and Record-Keeping - Information Disclosure: The company must ensure that all disclosed information is accurate and not misleading, and maintain a clear distinction between promotional content and media reports [10][11]. - Record Management: The company should keep detailed records of all investor relations activities, including communications and feedback [10][11].
安达智能: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:24
广东安达智能装备股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 为规范广东安达智能装备股份有限公司(以下简称"公司")董事、 高级管理人员离职程序,确保公司治理结构的稳定性和连续性,维护公司及股东 的合法权益,公司根据《中华人民共和国公司法》 市公司治理准则》《上海证券交易所科创板股票上市规则》及其他有关法律法规 和《广东安达智能装备股份有限公司章程》(以下简称"《公司章程》")的规定, 并结合公司的实际情况制定本制度。 第二条 本制度适用于公司董事(含独立董事)、高级管理人员因任期届满、 辞职、被解除职务或其他原因离职的情形。 《中华人民共和国证券法》 《上 第三条 公司董事、高级管理人员离职管理应遵循以下原则: (一)合法合规原则:严格遵守国家法律法规、监管规定及《公司章程》的 要求; (二)公开透明原则:及时、准确、完整地披露董事、高级管理人员离职相 关信息; (三)平稳过渡原则:确保董事、高级管理人员离职不影响公司正常经营和 治理结构的稳定性; (四)保护股东权益原则:维护公司及全体股东的合法权益。 第二章 离职管理机构与流程 第四条 公司董事可以在任期届满以前辞任。公司董事辞任应 ...