Hangzhou EZVIZ Network (688475)

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云平台业务贡献收入利润,智能家居产品毛利显著提升
Tianfeng Securities· 2024-04-13 16:00
Investment Rating - The report maintains a "Buy" rating for the company, with a target price indicating a potential upside of 10%-20% over the next six months [3][18]. Core Insights - The company achieved a total revenue of 4.84 billion yuan in 2023, representing a year-on-year growth of 12.39%, and a net profit of 562.94 million yuan, up 68.8% year-on-year [6][12]. - The cloud platform business showed a revenue increase of 27.8% year-on-year, significantly outpacing the overall revenue growth, driven by an increase in device connections and user numbers [7][8]. - The gross margin improved to 42.85% in 2023, up 6.44 percentage points year-on-year, with net profit margin reaching 11.63%, an increase of 3.9 percentage points [8][12]. Financial Performance Summary - Revenue for 2024 is projected to reach 5.74 billion yuan, with a growth rate of 18.58% [2][12]. - The company plans to distribute a cash dividend of 5 yuan per 10 shares and a stock bonus of 4 shares per 10 shares, resulting in a dividend payout ratio of 49.96% [6][12]. - The company’s net profit for 2024 is estimated at 721.07 million yuan, reflecting a growth of 28.09% [2][12]. Product and Market Development - The smart home product segment, particularly smart entry products, saw significant growth, with revenue increases of 49.5% and 52.2% for smart entry and other smart home products, respectively [7][8]. - The company has launched several series of facial recognition smart locks, enhancing its market position in the smart lock industry [7][8]. - The overseas sales increased by 24.8% year-on-year, contributing to a rise in the overseas revenue share to 31.4% [7][8]. Cost and Margin Analysis - The company’s gross margin for 2023 was 42.85%, with improvements across various product lines, particularly in smart home cameras, which saw a gross margin increase of 7.6 percentage points [8][12]. - The company has focused on optimizing its product structure and supply chain management, leading to a reduction in raw material costs and an increase in overseas business contributions [8][12]. Cash Flow and Financial Health - The net cash flow from operating activities for 2023 was 971 million yuan, an increase of 31.95% year-on-year [9][12]. - The company’s total assets reached 8.19 billion yuan in 2023, with a debt ratio of 32.06% [3][12].
2023A&2024Q1业绩点评:用户基数快速扩张,双主业优势显著
Guolian Securities· 2024-04-13 16:00
证券研究报告 公 2024年04月14日 司 报 告 萤石网络(688475) │ 行 业: 计算机/计算机设备 公 投资评级: 买入(维持) 司 2023A&2024Q1 业绩点评: 当前价格: 46.50元 年 报 用户基数快速扩张,双主业优势显著 目标价格: 56.56元 点 事件: 评 基本数据 萤石网络披露 2023 年报与 2024 年一季报:公司 2023 年实现营收 48.40 总股本/流通股本(百万股) 562.50/289.13 亿,同比+12.39%,业绩 5.63 亿,同比+68.80%,扣非业绩 5.53 亿,同比 +86.90%;其中2023年四季度实现营收13.32亿,同比+13.87%,业绩1.61 流通A股市值(百万元) 13,444.31 亿,同比+41.11%,扣非业绩 1.64 亿,同比+97.00%。公司 2023 年度拟现 每股净资产(元) 9.59 金分红2.81亿,分红率49.96%。公司2024年一季度实现营收12.37亿, 资产负债率(%) 32.06 同比+14.61%,业绩1.25亿,同比+37.38%,扣非业绩1.22亿,同比+34.94%。 一年内最 ...
萤石网络(688475) - 2024 Q1 - 季度财报
2024-04-12 16:00
Financial Performance - The company's operating revenue for Q1 2024 was RMB 1,236,902,103.16, representing a year-on-year increase of 14.61%[4] - The net profit attributable to shareholders was RMB 125,253,301.27, reflecting a growth of 37.38% compared to the same period last year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 121,621,290.84, up by 34.94% year-on-year[4] - The basic earnings per share increased by 37.50% to RMB 0.22[4] - Total operating revenue for Q1 2024 reached ¥1,236,902,103.16, a 14.6% increase from ¥1,079,187,249.83 in Q1 2023[17] - Net profit for Q1 2024 was ¥125,253,301.27, representing a 37.3% increase compared to ¥91,170,866.24 in Q1 2023[18] - Basic earnings per share for Q1 2024 was ¥0.22, up from ¥0.16 in Q1 2023[19] Expenses and Costs - Research and development expenses totaled RMB 207,472,364.70, accounting for 16.77% of operating revenue, an increase of 1.86 percentage points[5] - Total operating costs increased to ¥1,101,988,558.17, up 14.0% from ¥967,243,475.63 in the same period last year[17] - Sales expenses increased to ¥183,788,340.82, up 32.6% from ¥138,649,376.41 in Q1 2023[17] - The company reported a tax expense of ¥22,829,428.84, compared to ¥21,120,673.73 in the same quarter last year[18] Cash Flow and Liquidity - The net cash flow from operating activities was negative at RMB -153,559,962.37, a decline of 334.26% compared to the previous year[4] - Cash flow from operating activities showed a net outflow of ¥153,559,962.37, compared to a net inflow of ¥65,551,703.59 in Q1 2023[20] - Total cash inflow from operating activities was ¥1,610,918,772.99, an increase from ¥1,301,682,015.02 in the previous year[20] - The net cash flow from financing activities was -$1.34 million, significantly improved from -$24.05 million in the previous year[21] - The ending balance of cash and cash equivalents was $4.37 billion, down from $4.72 billion at the end of the previous year[21] Assets and Liabilities - Total assets at the end of the reporting period were RMB 7,938,282,244.29, a decrease of 3.10% from the end of the previous year[5] - The total liabilities decreased to RMB 2,544,693,084.82 from RMB 2,927,582,905.77, indicating a reduction of about 13.1%[16] - The equity attributable to shareholders increased by 2.44% to RMB 5,393,589,159.47 compared to the end of the previous year[5] - Accounts receivable decreased to RMB 784,926,694.30 from RMB 860,351,858.04, reflecting a decline of approximately 8.8%[14] - Inventory increased slightly to RMB 698,501,001.91 from RMB 694,770,094.37, showing a marginal increase of about 0.4%[14] - Long-term borrowings increased to RMB 330,546,389.75 from RMB 319,337,031.25, indicating a rise of about 3.8%[16] - The company’s retained earnings increased to RMB 1,382,613,622.61 from RMB 1,257,360,321.34, reflecting an increase of about 9.9%[16] Non-Recurring Items - The company reported non-recurring gains of RMB 3,632,010.43 after tax, primarily from government subsidies and other non-operating income[7] - Other comprehensive income after tax was negative at ¥544,099.47, contrasting with a positive amount of ¥1,156,394.60 in Q1 2023[18] Accounting and Standards - The company has not adopted new accounting standards or interpretations for the first time in 2024[21]
萤石网络(688475) - 2023 Q4 - 年度财报
2024-04-12 16:00
Financial Performance - Revenue for 2023 reached RMB 4,839,744,865.55, a year-on-year increase of 12.39%[17] - Net profit attributable to shareholders of the listed company in 2023 was RMB 562,940,763.10, up 68.80% year-on-year[17] - Net cash flow from operating activities in 2023 was RMB 970,566,189.69, a 31.95% increase compared to the previous year[17] - Total assets at the end of 2023 were RMB 8,192,575,262.24, a 14.05% increase from the previous year[17] - Basic earnings per share (EPS) for 2023 was RMB 1.00, a 35.14% increase year-on-year[18] - Revenue in Q4 2023 was RMB 1,331,566,781.68, the highest among all quarters[21] - Net profit attributable to shareholders in Q4 2023 was RMB 161,474,601.53[21] - Non-recurring gains and losses in 2023 amounted to RMB 9,626,637.74[24] - The company achieved a total operating revenue of 4.84 billion yuan, a year-on-year increase of 12.39%[27] - Net profit attributable to shareholders of the listed company reached 563 million yuan, a year-on-year increase of 68.80%[27] - Net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses was 553 million yuan, a year-on-year increase of 86.90%[27] - Revenue for the reporting period reached 4,839.74 million yuan, a year-on-year increase of 12.39%[104] - Net profit attributable to shareholders of the listed company was 562.94 million yuan, a year-on-year increase of 68.80%[104] - Total assets as of December 31, 2023, were 8,192.58 million yuan, an increase of 14.05% compared to the beginning of the year[104] - Shareholders' equity attributable to the listed company was 5,264.99 million yuan, an increase of 8.31% compared to the beginning of the year[104] - Operating costs increased by 1.01% to 2,765.81 million yuan[105] - Sales expenses increased by 28.42% to 696.73 million yuan[105] - Management expenses increased by 9.35% to 160,961,654.03 yuan[106] - R&D expenses increased by 21.18% to 730,711,983.10 yuan[106] - Net cash flow from operating activities increased by 31.95% to 970,566,189.69 yuan[106] - Net cash flow from investing activities decreased by 134.63% to -790,312,038.70 yuan[106] - Smart home products revenue increased by 10.09% to 3,959,904,032.54 yuan[108] - IoT cloud platform revenue increased by 27.79% to 856,346,920.23 yuan[108] - Domestic revenue increased by 8.14% to 3,303,772,752.78 yuan[109] - Overseas revenue increased by 24.79% to 1,512,478,199.99 yuan[109] - Online sales revenue increased by 22.52% to 1,218,073,349.35 yuan[109] - Production of smart home cameras increased by 22.56% to 19,429,258 units[111] - Smart home camera direct material costs decreased by 8.60% to 1,554,185,110.32 yuan, accounting for 84.66% of total costs[113] - Smart home product outsourcing processing fees decreased by 40.02% due to increased production capacity at the Chongqing base[113] - IoT cloud platform costs increased by 10.82% to 204,754,529.05 yuan, accounting for 7.45% of total costs[113] - Top five customers accounted for 28.16% of total sales, with the top customer contributing 14.39% of sales[115][116] - Top five suppliers accounted for 22.56% of total procurement, with the top supplier contributing 7.65%[117][118] - R&D expenses increased by 21.18% to 730,711,983.10 yuan due to increased investment in new products and technologies[119][120] - Operating cash flow increased by 31.95% to 970,566,189.69 yuan, driven by sales growth[121][122] - Investment cash flow decreased by 134.63% to -790,312,038.70 yuan due to increased capital expenditure in the Chongqing base and smart home product industrialization projects[121][122] - Accounts receivable increased by 20.11% to 860,351,858.04 yuan, accounting for 10.50% of total assets[123] - Other receivables increased by 174.80% to 23,816,037.03 RMB, mainly due to uncollected export tax refunds[124] - Inventory increased by 17.69% to 694,770,094.37 RMB, driven by adjustments in stockpiling strategy and increased safety stock[124] - Other current assets rose by 65.64% to 80,551,686.20 RMB, primarily due to increased VAT input tax credits from procurement and construction projects[124] - Construction in progress surged by 231.00% to 1,217,719,113.72 RMB, mainly due to increased investments in the Chongqing base for fluorite intelligent manufacturing and smart home product industrialization projects[124] - Accounts payable increased by 67.26% to 1,307,459,168.11 RMB, driven by higher procurement and construction project payments[124] - Long-term loans grew by 40.18% to 319,337,031.25 RMB, mainly due to increased investments in smart home product industrialization projects[124] - Overseas assets amounted to 185,451,385.27 RMB, accounting for 2.26% of total assets[125] - Restricted assets totaled 43,464,551.25 RMB, including 19,687,501.25 RMB in cash for various guarantees and 23,777,050.00 RMB in intangible assets pledged for long-term loans[126] Dividend and Shareholder Information - The company plans to distribute a cash dividend of 5 yuan per 10 shares (tax included) and a capital reserve of 4 shares per 10 shares, totaling 281,250,000 yuan (tax included), accounting for 49.96% of the net profit attributable to shareholders in 2023[5] - The total share capital of the company is 562,500,000 shares as of December 31, 2023, and will increase to 787,500,000 shares after the capital reserve transfer[5] - The company's stock is listed on the Shanghai Stock Exchange's STAR Market under the stock code 688475[14] - The company's 2022 annual report and financial statements were approved at the annual general meeting held on May 9, 2023[136] - The company's Chairman and General Manager, Jiang Haiqing, held 1,316,000 shares throughout 2023 with no changes, and received a pre-tax remuneration of 2.4595 million yuan[140] - Guo Xudong, a director, increased his shareholding by 25,000 shares through secondary market transactions, ending the year with 25,000 shares[140] - Guo Hangbiao, Vice President, Board Secretary, and Financial Officer, increased his shareholding by 21,045 shares through secondary market transactions, ending the year with 100,020 shares[140] - The total shareholding of directors, supervisors, and senior management increased by 45,545 shares in 2023, reaching 1,441,020 shares at year-end[141] - The total pre-tax remuneration for directors, supervisors, and senior management in 2023 was 14.554 million yuan[141] - Ge Difeng, R&D Director, reduced his shareholding by 500 shares through secondary market transactions, ending the year with 0 shares[141] - The company's independent directors each received a pre-tax remuneration of 150,000 yuan in 2023[140] - The company's Vice Presidents received pre-tax remunerations ranging from 1.1754 million yuan to 1.4046 million yuan in 2023[140] - The company's R&D Directors received pre-tax remunerations ranging from 780,200 yuan to 1.0293 million yuan in 2023[141] - The total actual remuneration for directors, supervisors, and senior management at the end of the reporting period was 8.53 million RMB[150] - The total actual remuneration for core technical personnel at the end of the reporting period was 6.02 million RMB[150] - The company plans to distribute a cash dividend of 5 RMB per 10 shares, totaling 281.25 million RMB, which accounts for 49.96% of the net profit attributable to ordinary shareholders[175] - The company's cash dividend policy requires a minimum of 10% of the distributable profit to be distributed annually, with a cumulative cash dividend ratio of at least 30% over three years[171] - The company's cash dividend policy is differentiated based on development stage and capital expenditure plans, with cash dividend ratios ranging from 20% to 80%[172] - The company's decision-making process for profit distribution involves board approval, independent director opinions, and shareholder communication, ensuring transparency and protection of minority shareholders' interests[173] - The company's cash dividend policy is compliant with regulatory requirements and has clear standards, decision-making procedures, and mechanisms in place[174] Corporate Governance and Leadership - The company's direct controlling shareholder is Hangzhou Hikvision Digital Technology Co., Ltd. (002415.SZ), and its ultimate controlling shareholder is China Electronics Technology Group Corporation[10] - The company's registered address is No. 399 Danfeng Road, Binjiang District, Hangzhou, Zhejiang Province, and its office address is No. 630 Qizhi Street, Binjiang District, Hangzhou, Zhejiang Province[11] - The company's annual report is disclosed on the Shanghai Stock Exchange website (http://www.sse.com.cn/)[13] - The company's auditor is Deloitte Touche Tohmatsu Certified Public Accountants LLP, located at 30/F, 222 Yan'an East Road, Huangpu District, Shanghai[16] - The company's sponsor for continuous supervision is China International Capital Corporation Limited, located at 27-28/F, China World Tower 2, No. 1 Jianguomenwai Avenue, Chaoyang District, Beijing[16] - Jiang Haiqing has served as the Chairman and General Manager of the company since June 2021, with extensive experience in engineering and management roles at Hikvision and other related entities[142] - Guo Xudong has been the Senior Vice President of Hikvision since July 2002 and has held various leadership roles in domestic marketing and sales[142] - Jin Yan has been the Senior Vice President and Financial Controller of Hikvision since July 2004 and has served as a director of the company since June 2021[142] - Pu Shiliang has been the Senior Vice President and President of the Research Institute at Hikvision since April 2006 and has served as a director of the company since June 2021[142] - Chen Jun has been a professor and director at Zhejiang University's School of Management since March 2019 and has served as an independent director of the company since June 2021[142] - Fang Gang has been a professor and executive director of the MBA Education Center at Hangzhou Dianzi University since April 2009 and has served as an independent director of the company since June 2021[143] - Ge Weijun has been a professor at Fudan University Law School since January 2022 and has served as an independent director of the company since January 2022[143] - Wang Dan has been the Comprehensive Director of the company since January 2021 and has served as the Chairman of the Supervisory Board since June 2021[143] - Xu Lirong has been the Employee Supervisor at Hikvision since March 2018 and has served as a supervisor of the company since June 2021[143] - Yang Ying has been a Quality Assurance Expert at Hikvision since January 2002 and has served as a supervisor of the company since June 2021[143] - Chen Guanlan has been serving as the company's Vice President since April 2023, with extensive experience in software engineering and product management at companies like NetEase and Hikvision[144] - Jin Jingyang has been the R&D Director at EZVIZ Software since January 2018, with a background in software development at Huawei and UTStarcom[144] - Ming Xu has been the R&D Director at EZVIZ Software since January 2018, with prior experience at Ricoh Software Technology and Shanda Interactive Entertainment[144] - Li Kai has been the Product Director at EZVIZ Software since January 2018, with a history of roles in design and development at companies like ZTE and Hikvision[144] - Li Fubing has been the Product Director at EZVIZ Software since January 2018, with a background in engineering at Alibaba and Hikvision[144] - Su Hui has been the R&D Director at EZVIZ Software since January 2018, with experience as an algorithm engineer at Hikvision[144] - Zheng Jianping has been the Product Director at EZVIZ Software since January 2018, with a history in hardware development at Hikvision[144] - Ge Difeng has been the R&D Director at EZVIZ Software since January 2018, with experience in embedded software engineering at Hikvision and other tech firms[144] - Guo Xudong has been serving as Senior Vice President at Hangzhou Hikvision Digital Technology Co., Ltd. since March 2021[146] - Pu Shiliang has been serving as Senior Vice President at Hangzhou Hikvision Digital Technology Co., Ltd. since March 2018[146] - Chen Guanlan was appointed as a senior executive (Vice President) following the approval of the 19th meeting of the first board of directors[151] - The company's 2023 annual director compensation standards were reviewed and approved by the Remuneration and Assessment Committee, ensuring compliance with laws and regulations[149] - The 2023 remuneration and performance assessment plan was unanimously agreed upon by the company, aligning with market salary levels and actual business conditions[150] - The company held 6 board meetings in 2023, with 5 conducted via telecommunication and 1 combining both on-site and telecommunication methods[156] - All board members attended all 6 meetings, with no absences or consecutive missed meetings[155] - The company's board committees include Audit, Nomination, Compensation, and Strategy, each with specific members and responsibilities[158] - The company's strategic committee met once in 2023 to review and approve the organizational structure adjustment plan[161] - The nomination committee met once in 2023 to approve the appointment of senior management personnel[162] - The compensation committee met once in 2023 to approve the 2023 salary and performance assessment plan[163] - The company's board approved the 2023 semi-annual report and the special report on the storage and use of raised funds[154] Research and Development - R&D investment accounted for 15.10% of revenue in 2023, an increase of 1.10 percentage points from the previous year[19] - The company released multiple new AI multi-lens cameras, including pet care cameras and 4G/battery-powered cameras, enhancing visual, scene-based, and intelligent upgrades[29] - The company launched several series of facial recognition video smart locks, leading the industry into the dual-camera + facial recognition era[30] - The company introduced the HP7 smart intercom product for overseas markets, which won the Plus X Award and German Design Award[30] - The company released two new cleaning robots, the RS20 Pro for home use and the BS1 for commercial use, both incorporating AI visual capabilities and innovative technologies[32][34] - The BS1 commercial cleaning robot uses a pure visual positioning and navigation system, replacing the mainstream LiDAR solution, improving stability and adaptability in complex environments[34] - The company upgraded its companion robot products in 2023, enhancing external perception, cloud collaboration, and cross-device communication capabilities, while exploring more usage scenarios and applications[36] - The company launched a non-intrusive sleep companion using millimeter-wave detection technology to monitor elderly users' nighttime health data, including respiratory rate, heart rate, and body movements, providing scientific sleep reports[37] - The company's open platform served over 310,000 customers by the end of 2023, with new AI digital human components introduced for roles like customer service, hosts, and receptionists[40] - The company upgraded its ERTC platform in 2023, improving compatibility, stability, and network resilience, supporting scenarios like remote diagnosis, online training, and video customer service[41] - The company introduced cloud legacy services in 2023, enabling low-cost reuse of old devices through multi-standard protocols and device hosting[42] - The company enhanced its IoT private cloud in 2023, adding video privacy protection features like face mosaic and stick figure replacements to prevent privacy leaks[43] - The company has restructured its intelligent algorithm engineering department to build a heterogeneous AI inference engine, improving the self-developed proportion of AI interaction capabilities[69] - The company has set up multiple product R&D departments focusing on smart home products and cloud services, ensuring effective management of the R&D cycle[70] - The company invested RMB 731 million in R&D in 2023, accounting for 15.10% of its revenue, with a year-on-year increase of 21.18%[79][82] - The company added 90 authorized invention patents and 3 software copyrights in 2023, bringing the total to 219 invention patents and 83 software copyrights by the end of 2023[79][81] - The company's R&D team consists of 1,352 employees, representing 31.94% of the total workforce[79] - The company is developing next-generation visual and voice interaction technologies, forming a dual-core technology system of "multi-dimensional perception + AI interaction"[79] - The company is advancing robot technology, focusing on intelligent sensing, VSLAM, obstacle avoidance, and intelligent recognition and classification[79] - The company is leveraging AI large model technology to develop differentiated and innovative products and value-added services, enhancing user experience in the smart home sector[76] - The company has invested a total of 37,000.00 million yuan in R&D projects, with a cumulative investment of
萤石网络:2023年环境、社会及管治(ESG)报告
2024-04-12 10:16
% EZVIZ萤石 萤石网络 2023 环境、社会及管治报告 股份代号: 688475 CONTENTS | 关于萤石网络 | 04 | | --- | --- | | 公司简介 | 04 | | 奖项荣誉 | 06 | | 管理层致辞 | 08 | | ESG 绩效摘要 | 10 | | 专题:科技有温度 | 12 | | 全屋智能,悦享生活 | 12 | | 用心洞察,智慧守护 | 14 | | 开篇: ESG 管理 22 | | | --- | --- | | ESG 管理理念 | 22 | | 公司治理 | 24 | | 合规运营 | 26 | | 利益相关方沟通 | 28 | | 科技赋能,绿色发展 | 30 | 携手共进,美好同行 | 56 | | --- | --- | --- | --- | | 1.1 低碳产品 | 31 | 3.1 多元包容 | 57 | | 1.2 绿色生产 | 35 | 3.2 员工成长 | 59 | | 1.3 绿色运营 | 41 | 3.3 健康安全 | 61 | | | | 3.4 员工关爱 | 63 | | 安全可信,品质保障 | 43 | 和谐生态,共生共荣 ...
萤石网络:独立董事提名人声明与承诺—葛伟军
2024-04-12 10:01
杭州萤石网络股份有限公司 独立董事提名人声明与承诺 提名人杭州萤石网络股份有限公司董事会,现提名葛伟军为 杭州萤石网络股份有限公司第二届董事会独立董事候选人,并已 充分了解被提名人职业、学历、职称、详细的工作经历、全部兼 职、有无重大失信等不良记录等情况。被提名人已书面同意出任 杭州萤石网络股份有限公司第二届董事会独立董事候选人(参见 该独立董事候选人声明)。提名人认为,被提名人具备独立董事 任职资格,与杭州萤石网络股份有限公司之间不存在任何影响其 独立性的关系,具体声明并承诺如下: 一、被提名人具备上市公司运作的基本知识,熟悉相关法律、 行政法规、规章及其他规范性文件,具有五年以上法律、经济、 会计、财务、管理等履行独立董事职责所必需的工作经验。 被提名人已经参加培训并取得证券交易所认可的相关培训 证明材料。 二、被提名人任职资格符合下列法律、行政法规和部门规章 的要求: (一)《中华人民共和国公司法》等关于董事任职资格的规 定; (二)《中华人民共和国公务员法》关于公务员兼任职务的 规定(如适用); (三)中国证监会《上市公司独立董事管理办法》、上海证 券交易所自律监管规则以及公司章程有关独立董事任职资格 ...
萤石网络:董事会秘书工作制度
2024-04-12 10:01
杭州萤石网络股份有限公司 董事会秘书工作制度 杭州萤石网络股份有限公司 董事会秘书工作制度 第一章 总 则 第一条 为规范公司行为,明确董事会秘书的职责权限,根据《中华人民共和国公 司法》(以下简称"《公司法》")、《中华人民共和国证券法》(以下简称"《证券法》") 等法律、行政法规、规范性文件以及《杭州萤石网络股份有限公司章程》(以下简称"《公 司章程》")的规定,特制定本制度。 第二条 公司设董事会秘书一名,董事会秘书为公司的高级管理人员,对董事会负 责。法律、法规及《公司章程》对公司高级管理人员的有关规定,适用于董事会秘书。 第三条 公司董事会在聘任董事会秘书的同时,可以委任一名证券事务代表,协助 董事会秘书履行职责。 第四条 公司董事会秘书和证券事务代表均应遵守本制度的规定。 第二章 任职资格 第五条 董事会秘书应当具有必备的专业知识和经验。 第六条 董事会秘书应当具备履行职责所必需的财务、管理、法律专业知识,具有 良好的职业道德和个人品德以及履行职责所必需的工作经验,并取得交易所认可的董事 会秘书具备任职能力的证明。有下列情形之一的人士不得担任公司董事会秘书: (一)有《公司法》第一百四十六条规定情 ...
萤石网络:关于召开2023年年度股东大会的通知
2024-04-12 10:01
证券代码:688475 证券简称:萤石网络 公告编号:2024-017 杭州萤石网络股份有限公司 关于召开 2023 年年度股东大会的通知 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: 一、 召开会议的基本情况 (一) 股东大会类型和届次 2023 年年度股东大会 召开日期时间:2024 年 5 月 9 日 15 点 00 分 召开地点:浙江杭州滨江区启智街 630 号 D 楼 (五) 网络投票的系统、起止日期和投票时间。 网络投票系统:上海证券交易所股东大会网络投票系统 网络投票起止时间:自 2024 年 5 月 9 日 至 2024 年 5 月 9 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 股东大会召开日期:2024年5月9日 本次股东大会采用的网络投票系统:上海证券交易所股东大会网络投票 系统 (二) 股东大会召集人:董事会 (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 合的方式 (四) 现场会议召开的日期、时间和地点 东大会召开当日的交易时间段 ...
萤石网络:独立董事工作制度
2024-04-12 10:01
杭州萤石网络股份有限公司 独立董事工作制度 杭州萤石网络股份有限公司 独立董事工作制度 第一章 总 则 第一条 为了进一步规范杭州萤石网络股份有限公司(以下简称"公司") 治理结构,改善董事会结构,强化对非独立董事及经理层的约束和监督机制,保 护中小股东及利益相关者的利益,促进公司的规范运作,根据《中华人民共和国 公司法》(以下简称"《公司法》")、《中华人民共和国证券法》《上市公司 章程指引》《上市公司治理准则》《上海证券交易所科创板股票上市规则》《上 市公司独立董事管理办法》(以下简称"《独立董事管理办法》")和《杭州萤石网络 股份有限公司章程》(以下简称"《公司章程》")等有关规定,制订本规则。 第二条 独立董事是指不在公司担任除董事外的其他职务,并与公司及其主 要股东、实际控制人不存在直接或者间接利害关系,或者其他可能影响其进行独 立客观判断关系的董事。 第三条 独立董事对公司及全体股东负有忠实和勤勉义务。独立董事应当按 照相关法律法规、规范性文件及《公司章程》的要求,认真履行职责,在董事会 中发挥参与决策、监督制衡、专业咨询作用,维护公司整体利益,保护中小股东 的合法权益。 第四条 独立董事应保证投 ...
萤石网络:关于修订《公司章程》及部分治理制度的公告
2024-04-12 10:01
证券代码:688475 证券简称:萤石网络 公告编号:2024-014 杭州萤石网络股份有限公司 关于修订《公司章程》及部分治理制度的公告 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、准确性和完整性依法承担法律责任。 重要内容提示: 杭州萤石网络股份有限公司(以下简称"公司")于 2024 年 4 月 11 日召开 了第一届董事会第二十三次会议,审议通过了《关于修订<公司章程>及部分治理 制度的议案》,本次修订《公司章程》及《独立董事工作制度》的有关事项尚需 提交公司 2023 年年度股东大会审议。现将有关事项公告如下: 一、 修订《公司章程》的情况 公司根据《中华人民共和国公司法》(以下简称"《公司法》")《中华人民共 和国证券法》(以下简称"《证券法》")《上市公司独立董事管理办法》《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》《上海证券交易所科 创板股票上市规则》《上市公司章程指引》等规定,拟对《公司章程》进行修订, 具体修订内容如下: | 条款 | 原章程内容 | 修订后内容 | | --- | --- | --- | | ...