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芯动联科: 《内部审计管理制度》
Zheng Quan Zhi Xing· 2025-08-18 16:33
Core Points - The internal audit management system aims to enhance internal management and control, ensuring compliance and legality of management actions, providing reliable information for decision-making, and protecting investors' rights [2][3] - The internal audit system is established based on relevant laws and regulations, including the Audit Law of the People's Republic of China and the Shanghai Stock Exchange's self-regulatory guidelines for listed companies [2][3] - The internal audit is defined as an independent and objective supervisory and evaluation activity that promotes the achievement of the company's operational goals [2][3] Internal Audit Structure and Responsibilities - The company establishes an internal audit institution responsible to the board of directors, with dedicated internal audit personnel assigned based on the company's development needs [3][4] - The internal audit institution supervises business activities, risk management, internal controls, and financial information, reporting significant issues directly to the audit committee [3][4] - Internal audit personnel must possess relevant professional knowledge and business capabilities, ensuring independence from the financial department [3][4] Audit Work Duties - The internal audit institution is responsible for evaluating the completeness and effectiveness of internal control systems across the company and its subsidiaries [4][5] - It conducts audits on the legality, compliance, and authenticity of financial documents and economic activities, including financial reports and performance forecasts [4][5] - The internal audit institution must report to the audit committee at least quarterly, detailing the execution of the audit plan and any issues discovered [4][5] Audit Process and Requirements - The internal audit institution must draft an annual audit work plan for approval by the audit committee, ensuring compliance with established procedures [8][9] - Audits typically require prior notification, with specific procedures for conducting audits and documenting findings [8][9] - Internal audit personnel must maintain independence and objectivity, refraining from involvement in decision-making processes of the audited units [9][10] Accountability and Compliance - The company emphasizes the importance of cooperation from all internal departments with the internal audit process [9][10] - Any obstruction or non-compliance by audited units may lead to corrective actions and potential disciplinary measures [10][11] - The internal audit management system is subject to periodic review and modification based on the company's evolving needs and regulatory requirements [11]
芯动联科: 2025年限制性股票激励计划(草案)摘要公告
Zheng Quan Zhi Xing· 2025-08-18 16:33
Core Viewpoint - The company, Anhui Xindong Link Technology Co., Ltd., has announced a new stock incentive plan involving the issuance of 3.2 million restricted stocks to attract and retain talent, aligning the interests of shareholders, the company, and core team members [1][2][3]. Group 1: Purpose of the Stock Incentive Plan - The stock incentive plan aims to improve corporate governance, establish a long-term incentive mechanism, and create a balanced value distribution system to attract and retain talent [2]. - The plan is designed to align the interests of shareholders, the company, and the core team, promoting long-term development while safeguarding shareholder interests [2]. Group 2: Stock Incentive Plan Details - The total number of restricted stocks to be granted is 3.2 million, accounting for 0.80% of the company's total share capital at the time of the announcement [1][3]. - The initial grant consists of 2.9577 million shares (0.74% of total share capital), while 242,300 shares are reserved for future grants (0.06% of total share capital) [1][3]. Group 3: Stock Source and Grant Conditions - The stocks will be sourced from the company's repurchase from the secondary market or through a directed issuance of A-shares to the incentive recipients [3]. - The incentive plan specifies that the restricted stocks will not confer shareholder rights until they are vested, and they cannot be transferred or used as collateral before vesting [3][5]. Group 4: Eligibility and Distribution of Incentives - Eligible recipients include directors, senior management, core technical personnel, and other individuals deemed necessary for motivation by the board, excluding independent directors and supervisors [5][6]. - The distribution of restricted stocks among recipients is structured to ensure that no individual can receive more than 1% of the total share capital through all incentive plans during the effective period [4][6]. Group 5: Performance Assessment and Vesting Conditions - The performance assessment for the first grant will be based on the company's revenue and net profit growth rates over the years 2025 to 2027, with specific targets set for each year [17][18]. - The vesting of restricted stocks is contingent upon meeting both company-level performance targets and individual performance assessments, with a structured vesting schedule [19][20]. Group 6: Implementation Procedures - The plan requires approval from the board and shareholders, with a clear process for the identification and announcement of eligible recipients [22][23]. - The company will engage independent financial advisors and legal counsel to ensure compliance and assess the plan's impact on shareholder interests [22][23].
芯动联科: 2025年限制性股票激励计划(草案)
Zheng Quan Zhi Xing· 2025-08-18 16:33
Core Points - The company, Anhui Xindong Link Technology Co., Ltd., has proposed a stock incentive plan involving the issuance of 3.2 million restricted stocks, accounting for 0.80% of the total share capital [2][14] - The initial grant will consist of 2.9577 million shares, representing 0.74% of the total share capital, with 129 individuals eligible for the first grant [3][14] - The grant price for the restricted stocks is set at 56.89 yuan per share, with adjustments possible based on corporate actions [3][21] Group 1 - The incentive plan aims to enhance corporate governance, attract and retain talent, and align the interests of shareholders, the company, and core team members [8][12] - The plan will be implemented only after approval from the shareholders' meeting, and the company must complete the grant within 60 days post-approval [5][29] - The plan includes performance-based vesting conditions tied to the company's revenue and net profit growth over the years 2025 to 2027 [22][26] Group 2 - The plan specifies that the restricted stocks cannot be transferred or used as collateral before they vest [2][19] - The company will not provide any financial assistance or loans to the incentive recipients for acquiring the restricted stocks [4][12] - The plan outlines a clear process for determining the eligibility of incentive recipients, excluding independent directors and foreign employees [4][12]
芯动联科: 2025年限制性股票激励计划首次授予激励对象名单
Zheng Quan Zhi Xing· 2025-08-18 16:33
酬与考核委员会发表明确意见、律师发表专业意见并出具法律意见书后,公司在指定网站按要求及时 准确 | 安徽芯动联科微系统股份有限公司 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 一、限制性股票激励计划的分配情况 | | | | | | | | | 获授的限制 | | | | 占授予限制 | | 占本激励计划 | | | 序 | | | | | | | | | 姓名 国籍 | 职务 | | 性股票数量 | | 性股票总数 | | 公告时股本总 | | 号 | | | | | | | | | (万股) | | | | 的比例 | | 额的比例 | | | 一、董事、高级管理人员、核心技术人员 | | | | | | | | | 董事、总经理、董 | | | | | | | | | 事会秘书 | | | | | | | | | 二、其他激励对象(123 | 人) | | | | | | | | 董事会认为需要激励的其他人员(123 | | 人) | | 229.58 | 71.74% | | 0.57% | | 首次授予部分合 ...
芯动联科: 2025年半年度报告摘要
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Viewpoint - Anhui Xindong Lian Technology Co., Ltd. reported significant growth in its 2025 mid-year financial results, with substantial increases in revenue and net profit, indicating strong operational performance and potential for future growth [1][2]. Financial Performance - Total assets as of June 30, 2025, amounted to RMB 246,040.19 million, reflecting a 3.28% increase from the previous year [2]. - Operating revenue reached RMB 25,313.41 million, marking an 84.34% increase compared to RMB 13,731.95 million in the same period last year [2]. - Total profit for the period was RMB 15,432.25 million, which is a 173.37% increase from RMB 5,645.20 million year-on-year [2]. - Net profit attributable to shareholders was RMB 14,751.86 million, representing a 210.65% increase from RMB 4,748.66 million in the previous year [2]. Dividend Distribution - The company proposed a cash dividend of RMB 1.56 per 10 shares (including tax), with a total distribution amounting to RMB 62,511,642.96 (including tax) based on a total share capital of 400,715,660 shares as of June 30, 2025 [1].
芯动联科: 关于2025年中期利润分配预案的公告
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Viewpoint - The company announced a profit distribution plan for the first half of 2025, proposing a cash dividend of RMB 1.56 per 10 shares, which requires approval from the upcoming extraordinary shareholders' meeting [1][2][3]. Profit Distribution Plan - The proposed cash dividend is RMB 1.56 per 10 shares (including tax), with no capital reserve conversion to increase share capital or issuance of bonus shares [1][2]. - As of June 30, 2025, the company's net profit attributable to shareholders was RMB 154,322,510.31, and the distributable profit was RMB 531,475,695.15 [2]. - The total cash dividend amount is estimated at RMB 62,511,642.96, representing 40.51% of the net profit attributable to shareholders [2]. Decision-Making Process - The company's board of directors approved the profit distribution plan during the 12th meeting of the second board on August 15, 2025, and agreed to submit it for shareholder approval [3]. - The supervisory board also reviewed and approved the plan, confirming it aligns with the company's profit distribution policy and does not harm minority shareholders' interests [3].
芯动联科: 第二届董事会第十二次会议决议的公告
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Viewpoint - The board of directors of Anhui Xindong Link Micro System Co., Ltd. has approved several key proposals during its 12th meeting of the second board, including the 2025 semi-annual report, profit distribution plan, and adjustments to fundraising projects, all of which will be submitted for shareholder approval. Group 1: Board Meeting Overview - The second board meeting was held on August 15, 2025, with all 9 directors present, ensuring compliance with legal and regulatory requirements [1]. - The board unanimously approved the semi-annual report for 2025, affirming the accuracy and completeness of the disclosed information [2]. Group 2: Profit Distribution Plan - The company plans to distribute a cash dividend of RMB 1.56 per 10 shares (including tax) based on a total share capital of 400,715,660 shares as of June 30, 2025, amounting to a total cash dividend of approximately RMB 626 million, representing 40.51% of the net profit [2]. Group 3: Fundraising and Project Adjustments - The board approved a special report on the storage and actual use of fundraising, confirming no misuse of funds and compliance with regulations [3]. - Adjustments to fundraising projects were approved, allowing for the reallocation of funds to new projects while extending the implementation period of four existing projects [3]. - The board also agreed to use its own funds for project expenses, which will be replaced by equivalent fundraising [6]. Group 4: Governance Changes - The board proposed changes to the company's registered capital, the cancellation of the supervisory board, and amendments to the company’s articles of association to align with current laws and regulations [7][8]. - The board approved the establishment of a special account for fundraising to ensure the safety of fund usage [6]. Group 5: Stock Incentive Plan - The board approved a draft for the 2025 restricted stock incentive plan aimed at attracting and retaining talent, with a focus on aligning the interests of shareholders and the core team [9]. - The board also approved the management measures for the implementation of the stock incentive plan [10]. Group 6: Upcoming Shareholder Meeting - The board scheduled the second extraordinary general meeting of shareholders for September 5, 2025, to vote on the approved proposals [12].
芯动联科: 董事会薪酬与考核委员会关于公司2025年限制性股票激励计划(草案)的核查意见
Zheng Quan Zhi Xing· 2025-08-18 16:30
Core Viewpoint - The company is set to implement a 2025 restricted stock incentive plan, which has been reviewed and approved by the Board's Compensation and Assessment Committee, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: Eligibility and Compliance - The company has confirmed its eligibility to implement the stock incentive plan, meeting the conditions outlined in the relevant laws and regulations [2][3] - The incentive plan does not include independent directors or supervisors, ensuring that all selected participants meet the criteria established by the management regulations and company bylaws [2][3] Group 2: Plan Details and Objectives - The plan includes specific arrangements for the granting and vesting of restricted stocks, such as grant quantity, grant date, conditions, and vesting terms, all of which comply with legal requirements and protect the interests of the company and its shareholders [3] - The primary objective of the incentive plan is to attract and retain talented individuals, aligning the interests of shareholders, the company, and the core team to promote long-term development [3]
芯动联科: 关于召开2025年第二次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-18 16:30
证券代码:688582 证券简称:芯动联科 公告编号:2025-040 安徽芯动联科微系统股份有限公司 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9月5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 9 月 5 日 (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 无 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 序号 议案名称 类型 A 股股东 非累积投票议案 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。 ...
芯动联科: 第二届监事会第九次会议决议的公告
Zheng Quan Zhi Xing· 2025-08-18 16:30
Group 1 - The company held its 9th meeting of the 2nd Supervisory Board on August 15, 2025, with all three supervisors present, confirming the legality and validity of the meeting procedures [1] - The Supervisory Board reviewed the 2025 semi-annual report and its summary, concluding that the content and format comply with regulations and accurately reflect the company's operational and financial status [1][2] - The company proposed a cash dividend of RMB 1.56 per 10 shares, amounting to a total of RMB 62,511,642.96, which represents 40.51% of the net profit attributable to shareholders [2] Group 2 - The Supervisory Board confirmed that the use and storage of raised funds comply with relevant regulations, ensuring no misuse or violation of shareholder interests [3][4] - The company plans to adjust the implementation methods and investment structure of certain fundraising projects, extending their deadlines and allocating funds to new projects [4][5] - The Supervisory Board approved the use of self-owned funds to pay for fundraising project expenses, which will be replaced by raised funds to improve efficiency [5] Group 3 - The company intends to change its registered capital and cancel the Supervisory Board, aligning with the latest legal requirements and ensuring no harm to shareholder interests [6] - The company will continue to fulfill its supervisory responsibilities until the shareholders' meeting approves the cancellation of the Supervisory Board [6] - The Supervisory Board agreed to implement the 2025 restricted stock incentive plan, which is expected to support the company's sustainable development [7][8]