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高测股份: 关于召开2025年第二次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-07-11 16:26
Meeting Information - The shareholders' meeting is scheduled for July 30, 2025, at 14:00 [1] - The meeting will be held at Gaoce Technology Co., Ltd. training room, Qingdao, Shandong Province [1] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange voting system [1] Voting Procedures - Online voting will be available from 9:15 to 15:00 on the day of the meeting [1] - Shareholders must complete identity verification to vote online for the first time [1] - Duplicate votes through different methods will be counted based on the first submission [1] Agenda Items - The meeting will review several proposals, including changes to registered capital and the cancellation of the supervisory board [1] - Other proposals include the implementation of the 2025 restricted stock incentive plan and the company's dividend return plan for 2025-2027 [1] Attendance Requirements - Shareholders must be registered by the close of trading on July 24, 2025, to attend the meeting [1] - Both individual and institutional shareholders can appoint proxies to attend and vote [1] Registration Process - Registration for the meeting can be done in person or via mail, with specific documentation required for different types of shareholders [3] - All original documents must be accompanied by copies [3] Contact Information - The board office can be contacted for any inquiries regarding the meeting [6] - The expected duration of the meeting is less than half a day, with attendees responsible for their own travel and accommodation costs [6]
高测股份: 关于开展期货套期保值业务的可行性分析报告
Zheng Quan Zhi Xing· 2025-07-11 16:26
Group 1 - The company aims to reduce potential risks from raw material price fluctuations by engaging in futures hedging activities, enhancing financial stability [1][2] - The maximum trading balance for futures hedging will not exceed 100 million RMB, with a margin and premium cap of 10 million RMB, and the duration is set for 12 months from board approval [1] - The funding for these transactions will come from the company's own funds, without involving raised capital [1] Group 2 - The company will only engage in futures hedging related to its production operations, specifically in polysilicon futures, and will use approved trading venues [1] - The board has authorized the management to implement the necessary actions for the futures hedging business, including signing relevant documents [1] - The company has established a management system for futures hedging and improved internal control processes, ensuring compliance with national laws and regulations [2]
高测股份: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:26
Core Viewpoint - The company has established a comprehensive system to manage the departure of directors and senior management, ensuring compliance with laws and regulations while protecting shareholder rights [1][2][3]. Group 1: Departure Circumstances and Procedures - Departure scenarios for directors and senior management include term expiration, voluntary resignation, dismissal, and other reasons leading to actual departure [2]. - Resignation must be submitted in writing, with the resignation of directors effective upon notification, while that of senior management is effective upon board receipt [2]. - The company is required to disclose the resignation announcement within two trading days, detailing the departure time, reasons, position, and any ongoing commitments [2][3]. Group 2: Responsibilities and Obligations of Departing Directors and Senior Management - Departing directors and senior management must complete all handover procedures within five working days post-departure, including all relevant documents and assets [5][6]. - They remain bound by confidentiality obligations regarding company secrets even after leaving, and must fulfill any public commitments made during their tenure [6][7]. - Departing individuals must cooperate with the company in follow-up investigations related to significant matters during their tenure [6][7]. Group 3: Shareholding Management of Departing Directors and Senior Management - Departing directors and senior management are prohibited from transferring their shares within six months post-departure [7]. - They must adhere to specific shareholding commitments made during their tenure, including restrictions on share transfers [7]. Group 4: General Provisions - The system is subject to amendments based on new laws and regulations, with the board of directors holding the interpretation rights [8].
高测股份: 关于续聘会计师事务所的公告
Zheng Quan Zhi Xing· 2025-07-11 16:26
Core Viewpoint - The company intends to appoint Ernst & Young Huaming as its auditor for the fiscal year 2025, highlighting the firm's qualifications and experience in providing audit services to listed companies in various industries [1][5][6]. Group 1: Auditor Information - Ernst & Young Huaming was established in September 1992 and transitioned to a special partnership in August 2012, with its headquarters located in Beijing [1]. - As of the end of 2024, Ernst & Young Huaming has 251 partners and over 1,700 certified public accountants, with more than 1,500 having experience in securities-related services [1][2]. - The firm reported total audited business revenue of RMB 5.71 billion for 2024, with RMB 2.37 billion coming from securities-related services [2]. Group 2: Client and Industry Engagement - Ernst & Young Huaming audited 155 A-share listed companies in 2024, generating a total fee of RMB 1.19 billion, with clients spanning manufacturing, finance, wholesale and retail, mining, and information technology sectors [2]. - Among the audited companies, 86 are in the same industry as Qingdao High Test Technology Co., Ltd [2]. Group 3: Compliance and Quality Control - The firm has not faced any criminal or administrative penalties in the past three years, with only three supervisory measures and one self-regulatory measure recorded [3][4]. - The project partners and signing accountants have maintained a clean record, with no penalties affecting their ability to perform securities services [4]. Group 4: Audit Fee Determination - Audit fees will be determined based on the responsibilities and professional services required, considering the experience and level of the audit staff involved [5]. - The board of directors has proposed to authorize management to negotiate the audit fees with Ernst & Young Huaming based on the specific workload and market price levels [5]. Group 5: Approval Process - The audit committee has reviewed and approved the proposal to reappoint Ernst & Young Huaming, confirming its qualifications and ability to provide necessary audit services [5][6]. - The proposal will be submitted to the shareholders' meeting for final approval, and it will take effect upon approval [6].
高测股份: 关于变更注册资本、取消监事会并修订《公司章程》、修订及制定部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-07-11 16:26
Summary of Key Points Core Viewpoint The announcement details the changes in the registered capital, the cancellation of the supervisory board, and the amendments to the company's articles of association and governance systems of Qingdao High Test Technology Co., Ltd. Group 1: Changes in Registered Capital - The registered capital of the company has been changed from RMB 546,743,918 to RMB 546,769,006 following the completion of the third vesting period of the 2021 restricted stock incentive plan, which allowed for the allocation of 25,088 shares [1][2] - The total number of shares increased from 546,743,918 to 546,769,006 shares due to the conversion of convertible bonds "High Test Convertible Bonds" starting from January 30, 2023, and additional conversions on June 27, 2025 [1][3] - The company plans to distribute a cash dividend of RMB 0.18000 per share and increase capital by 0.40000 shares per share from capital reserves, totaling a cash distribution of RMB 98,418,426.12 and an increase of 218,707,614 shares [1][2] Group 2: Cancellation of Supervisory Board and Amendments to Articles of Association - The company will no longer have a supervisory board, with the responsibilities of the supervisory board being transferred to the audit committee of the board of directors [1][3] - The amendments to the articles of association were made to comply with the latest laws and regulations, including the revised Company Law of the People's Republic of China [1][2] - The revised articles of association will be submitted for approval at the shareholders' meeting, and the management team is authorized to handle the necessary registration changes [1][3] Group 3: Governance System Amendments - The company has abolished the "Rules for Supervisory Board Meetings" and revised several governance systems to align with the latest legal requirements [1][2] - The proposed revisions and new systems have been approved by the board of directors and will require shareholder approval for certain items [1][3] - Full details of the revised governance systems will be disclosed on the Shanghai Stock Exchange website [1][2]
高测股份: 未来三年(2025年-2027年)分红回报规划
Zheng Quan Zhi Xing· 2025-07-11 16:26
Core Viewpoint - Qingdao High Test Technology Co., Ltd. has established a three-year dividend return plan for 2025-2027 to ensure reasonable returns for shareholders and enhance transparency in profit distribution decisions [1][2]. Group 1: Factors Considered in the Dividend Plan - The company focuses on long-term sustainable development, analyzing operational performance, shareholder expectations, social capital costs, and external financing environments to create a stable return mechanism for investors [1]. - The plan aims to maintain continuity and stability in profit distribution policies [1]. Group 2: Principles of the Dividend Plan - The company emphasizes reasonable returns for shareholders and a stable profit distribution policy, ensuring that distributions do not exceed cumulative distributable profits and do not harm the company's ongoing operations [2]. - The board and shareholders will consider the opinions of independent directors and public investors during the decision-making process [2]. Group 3: Specific Dividend Return Plan for 2025-2027 - The company may distribute profits in cash, stock, or a combination of both, prioritizing cash dividends [2]. - Cash dividends will be distributed if the company is profitable and if major investment plans or cash expenditures do not exceed 30% of the latest audited net assets within the next twelve months [2]. - The company plans to distribute at least 30% of the average distributable profits over the three years in cash [2]. Group 4: Differentiated Cash Dividend Policy - The board will consider industry characteristics, development stages, operational models, and significant capital expenditures to propose differentiated cash dividend policies [3]. - Minimum cash dividend ratios are set at 80%, 40%, and 20% for different scenarios [3]. Group 5: Conditions for Stock Dividend Distribution - The company may issue stock dividends based on distributable profits, reserves, and cash flow, ensuring sufficient cash dividends and reasonable capital structure [3]. Group 6: Decision Mechanism and Procedures for Profit Distribution - The company will carefully study the timing, conditions, and minimum ratios for cash dividends, ensuring independent opinions are considered [3]. - The board must disclose any independent directors' opinions not fully adopted in the decision-making process [3]. Group 7: Adjustments to Profit Distribution Policy - Adjustments to the profit distribution policy may occur due to force majeure or significant changes in operational conditions, requiring a two-thirds majority approval from shareholders [4]. - The company must disclose reasons for not proposing cash dividends in regular reports [4]. Group 8: Review Cycle for Dividend Return Planning - The board will review the dividend return plan at least every three years based on profit distribution policies and actual company conditions [5]. Group 9: Miscellaneous - The plan will be executed in accordance with relevant laws, regulations, and the company's articles of association [5].
高测股份: 董事、高级管理人员和核心技术人员持有公司股份及其变动管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:26
General Principles - The company establishes a management system for the shares held by its directors, senior management, and core technical personnel to comply with relevant laws and regulations [1][2] - The shares held by directors and senior management include those registered in their names and those held through others' accounts [1] Share Transfer Rules - Directors and senior management are prohibited from transferring shares under certain conditions, such as within one year of the company's stock listing or within six months after leaving the company [2] - Specific circumstances that restrict share transfers include investigations by regulatory authorities or administrative penalties [2] Trading Restrictions - Directors and senior management cannot trade company shares during specific periods, such as 15 days before the annual or semi-annual report announcements [3] - Violations of the Securities Law regarding trading within six months of buying or selling shares will result in the company reclaiming the profits [3] Core Technical Personnel Regulations - Core technical personnel are subject to restrictions on transferring shares acquired before the company's initial public offering, including a 12-month lock-up period post-listing [4] - They can only transfer a maximum of 25% of their pre-IPO shares each year for four years after the lock-up period [4] Information Reporting and Disclosure - The company secretary is responsible for managing the shareholding data of directors and senior management, ensuring timely reporting of any changes [5][6] - Directors and senior management must report any shareholding changes within two trading days and disclose relevant details on the stock exchange [7][8] Penalties and Responsibilities - Violations of the established rules may lead to disciplinary actions by the company and reporting to regulatory authorities [10] - The company reserves the right to amend the management system in accordance with new laws and regulations [10]
高测股份: 关联交易管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:26
Core Viewpoint - The document outlines the regulations and procedures for related party transactions of Qingdao High Test Technology Co., Ltd, ensuring fairness and legality in transactions to protect the interests of the company and non-related shareholders [1][11]. Group 1: Definition of Related Parties - Related parties include individuals or organizations that directly or indirectly control the company, hold more than 5% of shares, or are family members of key stakeholders [2][3]. - The definition also encompasses entities controlled by related parties and those recognized by regulatory authorities as having special relationships with the company [2][3]. Group 2: Related Transactions - Related transactions are defined as transactions between the company and its related parties, including asset purchases, investments, financial assistance, guarantees, and management services [4][5]. - All related transactions must be documented in written agreements that adhere to principles of equality, voluntariness, and fairness [5]. Group 3: Approval and Disclosure Procedures - Transactions exceeding 3 million yuan or 1% of the company's total assets must be approved by independent directors and disclosed to shareholders [6][9]. - The company must provide financial reports and evaluations for transactions involving non-cash assets, ensuring transparency and compliance with regulations [6][7]. Group 4: Responsibilities and Compliance - The board of directors and management must act in the best interest of the company, ensuring that related transactions do not harm the company or its shareholders [10][20]. - Any individual representing the company in related transactions must do so without conflicts of interest, and related parties must abstain from voting on such matters [9][19]. Group 5: Miscellaneous Provisions - The document stipulates that any unresolved issues will be governed by national laws and regulations, and the board of directors holds the authority for interpretation [11][29].
高测股份: 青岛高测科技股份有限公司章程
Zheng Quan Zhi Xing· 2025-07-11 16:26
Core Points - The company is Qingdao Gaoce Technology Co., Ltd., established as a joint-stock company in accordance with the Company Law of the People's Republic of China [1][2] - The company was registered with a capital of RMB 765,476,919 and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on August 7, 2020 [1][3] - The company's business scope includes the design, development, production, sales, installation, debugging, and maintenance of various mechanical equipment, molds, cutting tools, computer software and hardware, and automation products [3][4] Company Structure and Governance - The company is a permanent joint-stock company with a chairman serving as the legal representative [2][3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [2][3] - The company's articles of association serve as a legally binding document governing the rights and obligations of the company, shareholders, directors, and senior management [2][3] Share Issuance and Management - The company issues shares in the form of stocks, with each share having a nominal value of RMB 1 [3][4] - The total number of shares issued by the company is 765,476,919, all of which are ordinary shares [3][4] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [4][5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in shareholder meetings, as well as the right to request information and inspect company documents [9][10] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [13][14] - The company must disclose information regarding shareholder meetings, including the agenda and voting procedures [20][21] Decision-Making and Voting Procedures - The company’s shareholder meetings are the highest authority, responsible for electing directors, approving financial reports, and making significant corporate decisions [45][46] - Ordinary resolutions require a simple majority, while special resolutions require a two-thirds majority of the voting rights present [79][80] - The company must ensure that all shareholders are informed of meeting details and have the opportunity to participate, either in person or through proxies [66][67]
高测股份: 对外提供财务资助管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:26
Core Points - The document outlines the regulations for Qingdao High Measurement Technology Co., Ltd. regarding external financial assistance to control operational risks and ensure compliance with relevant laws and regulations [1][5] - The company can provide financial assistance to its subsidiaries under specific conditions, primarily requiring guarantees from the receiving party [1][2] Group 1: Financial Assistance Definition and Approval - External financial assistance refers to the provision of funds or entrusted loans to subsidiaries within the company's consolidated financial statements, excluding those with the company's controlling shareholders or related parties [1] - Financial assistance transactions must be approved by a majority of the board of directors and require a two-thirds majority for certain conditions, such as amounts exceeding 10% of the latest audited net assets [2][3] Group 2: Application and Review Process - The finance department is responsible for receiving applications for financial assistance, which must include details about the applicant, debt situation, requested amount, guarantee methods, and repayment sources [3][4] - The company must conduct due diligence on the recipient's financial and operational status and ensure compliance and repayment capability before providing assistance [3] Group 3: Management and Risk Control - The finance department will manage the daily operations of financial assistance, maintaining records of all related documents and agreements [4] - Continuous monitoring of the recipient's financial health is required, and if repayment issues arise, the finance department must report to the board and propose remedial actions [4] Group 4: Penalties and Legal Compliance - Any personnel failing to follow the established procedures for financial assistance may face accountability, and severe cases may be referred to judicial authorities [5] - The regulations will be effective upon approval by the board and will be interpreted by the board in case of any ambiguities [5]