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航材股份: 2024年审计报告
Zheng Quan Zhi Xing· 2025-03-30 09:13
Company Overview - Beijing Aviation Materials Research Institute Co., Ltd. (referred to as "the Company" or "Aviation Materials Co.") was established in March 2000 with a total share capital of 50 million yuan [2] - The Company transitioned to a high-tech enterprise engaged in titanium alloy castings, rubber and sealing components, aircraft cockpit transparent parts, and high-temperature alloy master alloys [2] - In December 2021, the Company completed its restructuring and was renamed Beijing Aviation Materials Research Institute Co., Ltd. [2] - The Company was approved for an initial public offering of 90 million shares on May 23, 2023, by the China Securities Regulatory Commission [2] Financial Reporting - The financial statements are prepared based on the accrual basis of accounting and comply with the accounting standards issued by the Ministry of Finance [2] - The Company adopts a calendar year as its accounting period, running from January 1 to December 31 [2] - The Company uses the renminbi as its functional currency for accounting purposes [2] Accounting Policies - The Company recognizes fixed asset depreciation, intangible asset amortization, and revenue recognition policies based on its operational characteristics [2] - Significant receivables and payables are identified based on a threshold of 0.5% of total assets [3][4] - The Company assesses the impairment of assets and recognizes provisions for bad debts based on specific criteria [2][4] Financial Instruments - Financial instruments are classified into three categories: financial assets measured at amortized cost, financial assets measured at fair value with changes recognized in other comprehensive income, and financial assets measured at fair value with changes recognized in profit or loss [10][16] - The Company recognizes financial assets when it becomes a party to the financial instrument contract and derecognizes them under specific conditions [11][26] - Expected credit losses are measured based on the risk of default and are recognized for financial assets measured at amortized cost and those measured at fair value [19][25] Inventory Management - The Company classifies inventory into raw materials, work in progress, finished goods, and goods in transit [29] - Inventory is measured at the lower of cost and net realizable value, with provisions for inventory write-downs recognized when necessary [29]
航材股份: 中信证券股份有限公司关于公司2024年度持续督导工作现场检查报告
Zheng Quan Zhi Xing· 2025-03-30 09:02
Core Viewpoint - The report outlines the ongoing supervision and compliance checks conducted by CITIC Securities on Beijing Aeronautical Materials Research Institute Co., Ltd. for the year 2024, confirming adherence to governance, internal controls, and regulatory requirements [2][3][4]. Group 1: Company Governance and Internal Control - The company has established rules for the shareholder meeting, board of directors, and supervisory board, clearly defining the roles and responsibilities of directors, supervisors, and senior management [3]. - Internal management systems for financial management, accounting, internal auditing, and major operational decisions have been implemented and are being executed [3]. Group 2: Information Disclosure - The company has set up and is executing an information disclosure system in accordance with relevant laws and regulations [4]. Group 3: Independence and Related Party Transactions - No violations regarding the misuse of company funds by controlling shareholders or related parties were found during the checks, apart from disclosed related transactions [5]. Group 4: Use of Raised Funds - The company has established and is following a management system for raised funds, with the usage of these funds aligning with the original plans and necessary decision-making procedures [6]. Group 5: Related Transactions, Guarantees, and Investments - No violations were identified in terms of related transactions, external guarantees, or significant external investments during the supervision period [6]. Group 6: Operational Status - The company is operating normally, with checks confirming satisfactory performance in terms of receivables and key operational metrics [6]. Group 7: Recommendations - The company is advised to continue improving its governance structure, fulfill information disclosure obligations timely, and ensure compliance in the use of raised funds [7].
航材股份: 致同会计师事务所(特殊普通合伙)关于公司2024年度募集资金存放与实际使用情况鉴证报告
Zheng Quan Zhi Xing· 2025-03-30 09:02
Core Points - The company successfully raised a total of RMB 710.91 million through the issuance of 90 million shares at a price of RMB 78.99 per share, with a net amount of RMB 689.56 million after deducting issuance costs [2][3] - As of December 31, 2023, the company has invested RMB 222.41 million in projects, leaving a balance of RMB 467.15 million, which includes RMB 101.55 million in the fundraising account and RMB 370 million in structured deposits and large certificates of deposit [3][4] - The company has established a special account for fundraising and signed agreements with banks and sponsors to ensure proper management and usage of the funds [3][4] Fundraising Management - The company has implemented a strict management system for the fundraising, adhering to regulatory guidelines and has developed its own management measures to ensure investor protection [3][4] - As of December 31, 2024, the total balance in the fundraising accounts is RMB 103.48 million, which includes interest income of RMB 13.48 million [5][6] - The company plans to use up to RMB 3.7 billion of temporarily idle fundraising for cash management, investing in safe and liquid financial products [6][7] Fund Usage and Compliance - The company has not made any changes to the fundraising investment projects during the reporting period, nor has it transferred or replaced any previous investment projects [7][8] - A special verification report from the sponsor confirms that the company's fundraising storage and usage comply with relevant regulations and that there are no violations in the use of funds [9]
航材股份: 关于2024年年度利润分配方案的公告
Zheng Quan Zhi Xing· 2025-03-30 08:52
Profit Distribution Plan - The company plans to distribute a cash dividend of RMB 3.02 per 10 shares (including tax) to all shareholders, based on a total share capital of 450,000,000 shares, amounting to a total cash dividend of RMB 216,900,000, which represents 37.33% of the net profit attributable to shareholders [1][2][3] - The profit distribution plan is subject to approval at the upcoming shareholders' meeting [2][5] Financial Performance - The company reported a net profit attributable to shareholders of RMB 581,044,329.32 for the year 2024 [2][3] - The cumulative undistributed profits at the end of the fiscal year 2024 amount to RMB 1,255,347,259.79 [2] Decision-Making Process - The company's board of directors approved the profit distribution plan during the second board meeting held on March 27, 2025, and it will be submitted for shareholder approval [5] - The supervisory board also reviewed and approved the profit distribution plan, confirming its compliance with relevant laws and regulations [5]
航材股份: 第二届监事会第二次会议(定期会议)决议公告
Zheng Quan Zhi Xing· 2025-03-30 08:52
Meeting Overview - The second meeting of the second supervisory board of Beijing Aeronautical Materials Research Institute Co., Ltd. was held on March 27, 2025, with all five supervisors present [1] - The meeting was conducted in accordance with relevant laws and regulations, ensuring its legality and validity [1] Resolutions Passed - The following proposals were approved unanimously with 5 votes in favor, 0 against, and 0 abstentions: - 2024 Supervisory Board Work Report [2] - 2024 Annual Report (full text and summary) [2] - 2024 Financial Settlement Report [2] - 2024 Profit Distribution Plan [2] - 2024 Environmental, Social, and Governance (ESG) Report [2] - 2024 Internal Control Evaluation Report [3] - 2024 Internal Control System Work Report [3] - 2024 Risk Continuous Assessment Report of China Aviation Engine Group Finance Co., Ltd. [3] - 2024 Special Report on the Storage and Actual Use of Raised Funds [4] - 2024 Supervisors' Total Remuneration Proposal (individual votes were conducted with supervisors recusing themselves) [4] - 2025 Financial Budget Report [4] - 2025 Expected Daily Related Transactions [5] - 2025 Business Plan and Investment Proposal [5] Next Steps - All proposals are subject to approval at the upcoming shareholders' meeting [2][5]
航材股份: 关于召开2024年度股东大会的通知
Zheng Quan Zhi Xing· 2025-03-30 08:52
Meeting Information - The annual general meeting of Beijing Aeronautical Materials Research Institute Co., Ltd. is scheduled for April 29, 2025, at 14:30 [1][4] - The meeting will be held at the company's conference room [1] - Voting will be conducted through a combination of on-site and online methods [1][4] Voting Procedures - The online voting system will be the Shanghai Stock Exchange's shareholder meeting voting system, available from 9:15 to 15:00 on the day of the meeting [1][4] - Shareholders must complete identity verification to vote online for the first time [6] - Duplicate votes through different methods will be counted based on the first submission [6] Agenda Items - The meeting will review several proposals, including the 2024 Board of Directors' report, the 2024 Supervisory Board's report, and the 2024 annual report [3] - Other proposals include the expected situation of related party transactions for 2025 [3] Attendance Requirements - Shareholders registered by the close of trading on April 22, 2025, are eligible to attend [6] - Proxy representation is allowed, and specific documentation is required for both shareholders and proxies [7] Contact Information - The contact for the meeting is Xu Xingyu from the Securities Department, reachable at 010-62457705 [8]
航材股份: 2024年度独立董事述职报告-黄进
Zheng Quan Zhi Xing· 2025-03-30 08:32
Core Viewpoint - The independent director of Beijing Aeronautical Materials Research Institute Co., Ltd. has diligently fulfilled responsibilities in 2024, ensuring the protection of shareholders' rights, especially those of minority shareholders, while maintaining independence and oversight [1][2]. Group 1: Independent Director's Basic Information - The independent director, Huang Jin, has a strong academic background with a Ph.D. and has held various significant positions in universities and companies [1]. - There are no conflicts affecting independence, as the director does not hold shares in the company and has no undisclosed benefits from the company or its major shareholders [1]. Group 2: Attendance and Participation - The board held 6 meetings and 3 shareholder meetings during the reporting period, with the independent director attending all meetings [2]. - The independent director reviewed meeting materials thoroughly and voted in favor of all board proposals, demonstrating a commitment to due diligence [2]. Group 3: Committee Involvement - The independent director served as the chair of the Nomination Committee and a member of the Audit Committee, attending all meetings of both committees [3]. - The Nomination Committee met 3 times, and the Audit Committee met 8 times, with the independent director actively participating in all sessions [3]. Group 4: Independent Director Responsibilities - The independent director attended all specialized meetings and conducted pre-audits on related party transactions, fulfilling responsibilities effectively [4]. - There were no instances of hiring external consultants or calling for extraordinary shareholder meetings during the reporting period [4]. Group 5: Communication and Support - The company provided timely support and communication regarding development plans and major issues, facilitating the independent director's work [5]. - The independent director maintained active communication with internal audit institutions and external auditors to ensure objective and fair audit results [5]. Group 6: Focus on Key Issues - The independent director reviewed related party transactions, confirming they were conducted fairly and did not harm the interests of the company or minority shareholders [6]. - The company adhered to commitments made, with no changes or waivers reported during the period [6]. Group 7: Financial Oversight - The independent director monitored the financial reports and internal control evaluations, finding them to be accurate and compliant with regulations [7]. - The appointment of the external auditor was approved, with the independent director affirming the auditor's qualifications and independence [7]. Group 8: Management Appointments - The independent director supported the appointment of the new financial director, confirming compliance with legal and regulatory requirements [8]. - The company did not make any changes to accounting policies or significant errors during the reporting period [8]. Group 9: Overall Evaluation - The independent director has effectively contributed to the company's governance and development, utilizing expertise to provide constructive suggestions and protect shareholder interests [9].
航材股份: 董事会2024年度独立董事独立性的评估专项意见
Zheng Quan Zhi Xing· 2025-03-30 08:20
Core Viewpoint - The board of Beijing Aeronautical Materials Research Institute Co., Ltd. has assessed the independence of its independent directors for the year 2024, confirming that they meet the relevant requirements for independence as per regulatory guidelines [1]. Summary by Relevant Sections Independent Directors' Assessment - The independent directors, Ye Zhongming, Huang Jin, and Yu Hao, have been evaluated and found to have no conflicting interests or relationships that could impair their independent judgment [1]. - The assessment confirms that the independent directors do not hold any positions other than their role as independent directors within the company or its major shareholders [1]. Compliance with Regulations - The independent directors have adhered to the requirements set forth by the Company Law, the Guidelines for Corporate Governance of Listed Companies, and the Management Measures for Independent Directors of Listed Companies [2][3][4]. - Each independent director has conducted a self-assessment regarding their independence, confirming that there are no circumstances affecting their independence for the year 2024 [2][3][4]. Self-Assessment Results - The self-assessment reports from the independent directors indicate that they do not have any direct or indirect holdings of more than 1% of the company's issued shares, nor do they have any family members in positions that could affect their independence [2][3][4][5]. - The reports also confirm that none of the independent directors have served in any capacity that would compromise their independence in the past twelve months [2][3][4][5].
航材股份: 致同会计师事务所(特殊普通合伙)关于公司非经营性资金占用及其他关联资金往来的专项说明
Zheng Quan Zhi Xing· 2025-03-30 08:20
| 关于北京航空材料研究院股份有限公司 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 非经营性资金占用及其他关联资金往来情况 | | | | | | | | | | 汇总表的专项审计报告 | 目 录 | | | | | | | | | 委托单位:北京航空材料研究院股份有限公司 | | | | | | | | | | 审计单位:致同会计师事务所(特殊普通合伙) | | | | | | | | | | | 联系电话:010-88611663 2 附表 | | | | | | | | | | | | | | 关于北京航空材料研究院股份有限公司 | | | | | | 单位:万元 | | | | | | | | | 资金占用方 | | | 占用方与上市公司的关联关 | | 上市公司核算的会 | 2024 年期初占用资 | 2024 年度占用累计 | | | 2024 年度偿还累计 | 2024 年度占用资金 | | 2024 年期末占用资 | | | | | | | 非经营性资金占 | | | | | | | | ...
航材股份(688563) - 2024年度环境、社会及公司治理(ESG)报告
2025-03-30 08:15
2024 年度 环境、社会和公司治理报告 1 CONTENTS 01 关于本报告 04 走进航材股份 07 ESG 管理 57 报告索引表 59 读者反馈表 01 | 治理篇 | | --- | | 稳健运营 夯实治理根基 | | 坚持党建引领 | 13 | | --- | --- | | 完善公司治理 | 17 | 03 环境篇 绿色发展 守护和谐家园 | 环境安全管理 | 33 | | --- | --- | | 构建安全防线 | 34 | | 应对气候变化 | 38 | | 优化能源利用 | 41 | | 守护生命之源 | 43 | | 捍卫绿色底线 | 43 | 目录 02 产品篇 创新引领 聚焦主责主业 | 推动科技创新 | 23 | | --- | --- | | 铸就品质基石 | 28 | | 加强供应链管理 | 30 | 04 社会篇 以人为本 履行社会责任 | 保障员工权益 | 49 | | --- | --- | | 助力人才发展 | 53 | | 践行公益使命 | 55 | 关于本报告 本报告是北京航空材料研究院股份有限公司发布的第二份 ESG 报告,披露 2024 年度公司在 ESG ...