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萤石网络: 关于首次公开发行股票募投项目结项并将节余募集资金部分用于其他募投项目、部分永久补充流动资金的公告
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Viewpoint - The company has completed the investment projects from its initial public offering (IPO) and plans to allocate surplus funds to other projects and to permanently supplement working capital [1][4][6]. Fundraising Overview - The company raised a total of RMB 3,236.63 million by issuing 112,500,000 shares at a price of RMB 28.77 per share on December 28, 2022 [1][2]. - After deducting underwriting fees of RMB 89.15 million, the actual amount received was RMB 3,121.37 million [1][2]. Project Completion Status - The completed projects include: - "Chongqing Base Project for Intelligent Manufacturing" - "Next-Generation IoT Cloud Platform Project" - "Core Key Technology R&D Project for Smart Home" - "Industrialization Base Project for Smart Home Products" [1][4][6]. - These projects have reached a state of readiness for use and meet the conditions for completion [4][6]. Surplus Fund Allocation - The estimated surplus from the "Chongqing Base Project for Intelligent Manufacturing" is RMB 155.93 million, excluding future cash management income and net interest [4][6]. - The company plans to transfer RMB 41.54 million of the surplus to the "Industrialization Base Project for Smart Home Products" to cover construction costs and warranty payments [4][6]. - The remaining surplus will be used to permanently supplement working capital for daily operations and business development [4][6]. Fund Management and Compliance - The company has established a special account for the raised funds, which is subject to a tripartite supervision agreement with the sponsor and the bank [2][5]. - The decision to conclude the projects and reallocate surplus funds aligns with regulatory requirements and aims to optimize resource allocation and improve fund utilization efficiency [6][8]. Approval Process - The board of directors and the supervisory board approved the allocation of surplus funds on August 1, 2025, without needing to present the matter to the shareholders' meeting [6][8].
萤石网络: 重大事项内部报告制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Viewpoint - The internal reporting system for significant events at Hangzhou Yingshi Network Co., Ltd. aims to ensure accurate, timely, and complete information disclosure, protecting shareholder interests and ensuring regulatory compliance [1][2]. General Provisions - The internal reporting system is designed to clarify the reporting obligations and procedures for significant events that may impact the company's securities trading or investment decisions [2]. - The system applies to the company, its subsidiaries, and branches [2]. Reporting Obligations - Reporting obligations include company shareholders holding more than 5%, directors, senior management, and other relevant personnel [6]. - The board secretary is responsible for managing and disclosing significant event information [3][4]. Scope of Significant Events - Significant events include important meetings, major transactions, related party transactions, major risks, accidents, and other events that could impact stock prices [5][8]. - Specific thresholds for reporting major transactions include asset totals exceeding 10% of the company's audited total assets or transaction amounts exceeding 10% of market value [5][7]. Reporting Procedures - Reporting personnel must notify the board secretary immediately upon becoming aware of significant events, using various communication methods [15]. - The board secretary must analyze reports and propose disclosure plans for matters requiring public announcement [16]. Responsibilities and Penalties - Reporting personnel are responsible for the accuracy and completeness of the information provided [22]. - Violations of the reporting obligations may lead to disciplinary actions, including warnings or legal consequences [23]. Confidentiality Obligations - All personnel involved in significant events must maintain confidentiality until the information is publicly disclosed [24][25].
萤石网络: 杭州萤石网络股份有限公司章程(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations [2] - The company, Hangzhou Yingstone Network Co., Ltd., was registered with the Zhejiang Provincial Market Supervision Administration and obtained a business license [2] - The company was approved for registration by the China Securities Regulatory Commission and issued 112.5 million shares to the public, listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on December 28, 2022 [2][3] - The registered capital of the company is RMB 787,500,000 [2] Company Purpose and Scope - The company's business purpose is to become a trusted provider of smart home and IoT cloud platform services, focusing on core self-developed technologies such as smart hardware, internet cloud services, AI, and robotics [4] - The company’s business scope includes technology services, software development, information technology consulting, and various manufacturing and sales activities related to electronic devices and smart home products [5] Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [6] - The total number of shares issued by the company is 787,500,000, all of which are ordinary shares [6] - The company is not allowed to provide financial assistance for others to acquire its shares, except under specific conditions approved by the shareholders' meeting [7] Shareholder Rights and Meetings - Shareholders have rights to dividends, attend meetings, supervise the company’s operations, and request information [12] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [22] - The company’s shareholders' meeting is the authority of the company, responsible for electing directors, approving reports, and making significant decisions [20] Decision-Making and Voting - Ordinary resolutions require a simple majority of the voting rights held by attending shareholders, while special resolutions require two-thirds majority [80] - Shareholders can propose agenda items for meetings, and the company must notify shareholders of the meeting details in advance [58][60] - The company must ensure that the voting process is transparent and that results are disclosed promptly [83]
萤石网络: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-01 16:23
证券代码:688475 证券简称:萤石网络 公告编号:2025-026 杭州萤石网络股份有限公司 本公司董事会及全体董事保证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、准确性和完整性依法承担法律责任。 重要内容提示: ? 股东大会召开日期:2025年8月18日 (三) 投票方式:本次股东大会所采用的表决方式是现场投票和网络投票相结 至2025 年 8 月 18 日 采用上海证券交易所网络投票系统,通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段,即 9:15-9:25,9:30-11:30,13:00-15:00;通过互联 网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 (六) 融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者的投 票,应按照《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》 等有关规定执行。 (七) 涉及公开征集股东投票权 不适用 二、 会议审议事项 本次股东大会审议议案及投票股东类型 投票股东类型 ? 本次股东大会采用的网络投票系统:上海证券 ...
萤石网络: 董事、高级管理人员及核心技术人员持股及变动管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Points - The document outlines the management system for the shareholding and changes of the board members, senior management, and core technical personnel of Hangzhou Yingshi Network Co., Ltd. [1] - The system is established in accordance with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2]. Summary by Sections General Provisions - The management system applies to all shares registered under the names of the company's board members, senior management, and core technical personnel [2]. - Shareholders can sell shares through the Shanghai Stock Exchange or other legally permitted methods, adhering to relevant laws and commitments regarding shareholding [2][3]. Shareholding Change Rules - Board members and senior management must be aware of laws against insider trading and market manipulation before trading shares [4]. - There are specific restrictions on share reduction, including a one-year lock-up period post-listing and a six-month restriction after leaving the company [4][5]. Reporting and Disclosure of Share Changes - Board members and senior management must notify the board secretary of their trading plans in writing before executing any trades [6][7]. - Any changes in shareholding must be reported to the board within two trading days, including details such as the number of shares held before and after the change [8]. Responsibilities and Penalties - Board members and senior management are responsible for ensuring that their relatives and associated entities do not engage in insider trading [9]. - Violations of the trading rules may result in penalties from the company and regulatory authorities, including the recovery of profits from illegal trades [9][10].
萤石网络: 股东会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Points - The document outlines the rules governing the shareholders' meetings of Hangzhou Yingshi Network Co., Ltd, ensuring compliance with relevant laws and regulations [2][3][16] - The rules specify the procedures for convening, proposing, notifying, and conducting shareholders' meetings, emphasizing the rights of shareholders to participate and vote [4][5][6] Group 1: General Provisions - The rules are established to standardize company behavior and ensure shareholders can exercise their rights according to the Company Law and other relevant regulations [2] - Shareholders' meetings are categorized into annual and temporary meetings, with specific timelines for their convening [5][6] Group 2: Convening Shareholders' Meetings - The board of directors is responsible for convening meetings within the stipulated timeframes, and independent directors can propose temporary meetings [7][8] - If the board fails to convene a meeting upon request from shareholders holding over 10% of shares, the audit committee can independently convene the meeting [10][11] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting authority and be clearly defined [14] - Shareholders holding at least 1% of shares can submit supplementary proposals, but these must comply with legal and regulatory requirements [15][16] Group 4: Conducting Shareholders' Meetings - Meetings must be held at the company's registered location or another designated place, and provisions for remote participation must be made [21][22] - Shareholders can attend in person or by proxy, and the voting process must be clearly outlined in the meeting notifications [22][23] Group 5: Voting and Resolutions - Each share carries one vote, and specific rules apply to the voting process, including the requirement for independent counting of votes related to significant matters affecting minority investors [11][12] - Resolutions must be announced promptly, detailing the number of participating shareholders and the voting results [40][41] Group 6: Record Keeping and Compliance - Meeting records must be maintained for at least 10 years, including details of attendees, proposals, and voting outcomes [42][43] - The company must comply with legal obligations regarding the execution of resolutions and information disclosure following court rulings [48][49]
萤石网络: 内幕信息知情人登记管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Viewpoint - The document outlines the insider information management system of Hangzhou Yingshi Network Co., Ltd, aiming to regulate insider information handling, enhance confidentiality, and prevent insider trading while ensuring fair information disclosure to protect investors' rights. Group 1: General Provisions - The system is established based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - The scope of the system includes all departments, subsidiaries, and companies controlled by the company [1] - The board of directors is responsible for ensuring the accuracy and completeness of the insider information knowledge person records [1] Group 2: Insider Information Definition - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock prices [7] - Examples of insider information include major changes in business strategy, significant asset transactions exceeding 30% of total assets, and major debt defaults [7][8] Group 3: Insider Information Knowledge Person Management - The board office is responsible for managing the registration of insider information knowledge persons [2] - Individuals who have access to insider information must maintain confidentiality and are prohibited from insider trading [6] - The registration process involves documenting the details of individuals who have access to insider information, including their roles and the nature of the information [5][6] Group 4: Reporting Requirements - The company must report insider information knowledge person records to the Shanghai Stock Exchange for significant events such as major asset restructuring and stock issuance [16][18] - The company is required to submit these records within five trading days after the initial public disclosure of insider information [10] Group 5: Confidentiality Management - All directors and senior management must enhance their understanding of securities laws and confidentiality obligations [23] - Confidentiality agreements must be signed with external parties who receive insider information [13] - The company must ensure that insider information is disclosed only through approved channels and to authorized individuals [31] Group 6: Accountability - Insider information knowledge persons are held accountable for any breaches of confidentiality, which may lead to legal consequences [33] - The company will conduct self-checks on insider trading activities and report any violations to regulatory authorities [36]
萤石网络: 中国国际金融股份有限公司关于杭州萤石网络股份有限公司首次公开发行股票募投项目结项并将节余募集资金部分用于其他募投项目、部分永久补充流动资金的核查意见
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Viewpoint - The company has completed the fundraising project related to its initial public offering (IPO) and plans to allocate surplus funds to other projects and permanently supplement working capital [1][6]. Fundraising Overview - The company raised a total of RMB 3,236,625,000 by issuing 112,500,000 shares at RMB 28.77 per share on December 28, 2022, with net proceeds amounting to RMB 3,121,365,252.83 after deducting fees [1][2]. - All raised funds have been deposited into a special account approved by the board of directors, and a tripartite supervision agreement has been signed [2]. Project Details - The fundraising projects include the "Chongqing Smart Manufacturing Base Project," "Next-Generation IoT Cloud Platform Project," "Core Key Technology R&D Project for Smart Home," and "Smart Home Product Industrialization Base Project" [6][9]. - As of July 25, 2025, the total investment for these projects is estimated at RMB 441,350.90 million, with a cumulative investment of RMB 312,136.53 million [3][5]. Surplus Fund Allocation - The surplus funds from the "Chongqing Smart Manufacturing Base Project" are estimated at RMB 15,593.39 million, which will be partially allocated to the "Smart Home Product Industrialization Base Project" and the remainder will be used to supplement working capital [6][8]. - The company plans to transfer RMB 4,153.97 million to cover payment gaps for the Smart Home Product Industrialization Base Project [6]. Project Completion and Fund Management - The completion of the aforementioned projects meets the conditions for project closure, and the company will proceed with the closure of relevant fundraising accounts while retaining accounts for ongoing projects [7][9]. - The company emphasizes prudent management of surplus funds to enhance operational efficiency and ensure compliance with regulatory requirements [8][10]. Approval Process - The board of directors and the supervisory board have approved the allocation of surplus funds without the need for a shareholder meeting, ensuring compliance with relevant regulations [9][10].
萤石网络: 关联交易管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Points - The document outlines the management system for related party transactions of Hangzhou Yingshi Network Co., Ltd, aiming to protect the interests of shareholders and creditors, especially minority investors [1] - The related party transactions are defined as transactions between the company or its subsidiaries and related parties, including various types of transactions such as asset purchases, investments, and guarantees [2][3] - The approval process for related party transactions is categorized based on transaction amounts, with specific thresholds for different types of transactions requiring board or shareholder approval [5][6][7] Group 1: General Principles - Related party transactions must adhere to principles of honesty, fairness, openness, and impartiality [4] - Independent directors must avoid voting on transactions where they have a conflict of interest [10][11] Group 2: Approval Authority and Procedures - Transactions with related individuals below RMB 300,000 can be approved by the chairman, while those above require board approval [5][6] - Transactions with related entities below RMB 3 million or 0.1% of the company's total assets can also be approved by the chairman, while larger transactions require board approval [6][7] Group 3: Disclosure Requirements - The company must disclose related party transactions that exceed certain thresholds, including those with related individuals over RMB 300,000 and those with related entities that exceed 0.1% of total assets [18][19] - Annual and semi-annual reports must summarize related party transactions, and any significant changes in ongoing agreements must be disclosed [20]
萤石网络: 募集资金管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
General Principles - The purpose of the fundraising management system is to standardize the use and management of funds raised by the company, improve the efficiency of fund usage, and protect the legitimate rights and interests of investors [2][3] - The term "raised funds" refers to funds raised through the issuance of stocks or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2] Fund Storage - The company must store raised funds in a special account approved by the board of directors, and separate accounts should be established for multiple rounds of financing [3][4] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [4][5] Fund Usage - Funds must be used according to the purposes listed in the prospectus or other public offering documents [6] - If a project is delayed beyond the original timeline, the company must seek board approval and disclose the reasons for the delay [7][8] - The company should primarily use raised funds for its main business and technology innovation, avoiding financial investments or providing funds to related parties [8][9] Management of Idle Funds - Temporarily idle funds can be managed through cash management products, which must be safe and liquid, with a maximum term of twelve months [9][10] - Any temporary use of idle funds for working capital must be approved by the board and disclosed [10][11] Use of Over-raised Funds - The company should develop a plan for the use of over-raised funds, which must be approved by the board and disclosed to shareholders [12][13] - Over-raised funds should be invested in ongoing or new projects related to the main business [12] Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed, especially if it involves canceling or terminating original projects [19][20] - The company must ensure that any new projects funded by raised funds enhance its competitiveness and innovation capabilities [20][21] Reporting and Supervision - The company must accurately disclose the actual use of raised funds and conduct semi-annual reviews of the progress of funded projects [23][24] - Annual reports must include conclusions from the sponsor or independent financial advisor regarding the management of raised funds [25]