NovelBeam Technology(688677)
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海泰新光: 募集资金管理制度
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Viewpoint - The management system for fundraising at Qingdao Haitai Newlight Technology Co., Ltd. aims to regulate the use and management of raised funds, protect investor interests, and enhance the efficiency of fund utilization [1]. Group 1: General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The funds raised are defined as those obtained through public stock issuance or other equity-like securities, excluding funds raised for equity incentive plans [1]. Group 2: Fund Management and Usage - The company must ensure that any fundraising projects implemented through subsidiaries comply with this management system [2]. - Fund usage should adhere to principles of legality, compliance, and efficiency, with careful planning and risk control [2]. - The board of directors is responsible for monitoring the management and usage of raised funds to prevent investment risks [2]. - Major stakeholders, including controlling shareholders and related parties, are prohibited from misappropriating raised funds [2]. Group 3: Special Account Management - The company must open a special account for raised funds, ensuring that these funds are not mixed with other funds [3][4]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of fund arrival [4]. - The agreement must include details such as account numbers, project specifics, and withdrawal conditions [4]. Group 4: Fund Usage Regulations - If a fundraising project encounters significant changes, the company must reassess its feasibility and disclose the situation in the latest periodic report [7]. - The company is prohibited from using raised funds for high-risk financial investments or providing funds to related parties for improper benefits [8]. - All fund expenditures must follow a strict approval process, ensuring authenticity and legality [9]. Group 5: Cash Management and Idle Funds - Idle funds can be temporarily used for cash management, provided it does not affect the normal progress of fundraising projects [10][11]. - The company can use idle funds to supplement working capital under strict conditions, including a maximum duration of 12 months [12]. Group 6: Fund Usage Change Management - Any changes to fundraising project usage must be approved by the board and disclosed to shareholders [14]. - The company must conduct a feasibility analysis for any new investment projects to ensure they enhance competitiveness and mitigate risks [29]. Group 7: Fund Supervision - The company must accurately disclose the actual usage of raised funds and address any significant deviations from the investment plan [34]. - The financial department is required to maintain a detailed ledger of fund expenditures, and internal audits must occur quarterly [35]. - The sponsor or independent financial advisor must conduct regular oversight and report any irregularities [19].
海泰新光: 董事会议事规则
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Points - The document outlines the rules governing the board of directors of Qingdao Haitai Newlight Technology Co., Ltd, aiming to standardize meeting procedures and enhance decision-making efficiency [1][22] - The board is responsible for executing shareholder resolutions and safeguarding the interests of the company and all shareholders [1][2] - Directors must adhere to legal and regulatory requirements, ensuring fair treatment of all shareholders and acting within the authority granted by the shareholders and the company's articles of association [3][4] Chapter Summaries Chapter 1: General Provisions - The rules are established to regulate the board's meeting procedures and improve decision-making efficiency [1] - The board acts as a permanent body accountable to the shareholders' meeting, responsible for major operational decisions [2][3] Chapter 2: Directors - Directors must be natural persons and cannot serve if they meet certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [5][6] - Directors are elected by the shareholders' meeting for a term of three years and can be re-elected [6][7] - Directors have a duty of loyalty and must not misuse their position for personal gain or harm the company's interests [8][9] Chapter 3: Board Office and Secretary - The board has an office responsible for daily affairs and document management, and a secretary who prepares meetings and manages shareholder information [7][8] Chapter 4: Powers of the Board - The board consists of seven directors, including three independent directors, and is responsible for convening shareholder meetings and executing resolutions [20][21] - The board has the authority to decide on significant operational plans, financial matters, and internal management structures [20][21] Chapter 5: Chairman of the Board - The chairman oversees the board's work, convenes meetings, and ensures the execution of board resolutions [13][14] Chapter 6: Meeting Procedures - Regular meetings must be held at least twice a year, with proper notice given to all directors [28][29] - A quorum requires the presence of more than half of the directors, and decisions are made by majority vote [31][41] Chapter 7: Voting Procedures - Each director has one vote, and decisions require a majority of the directors present [41][42] - Directors must recuse themselves from voting on matters where they have a conflict of interest [44] Chapter 8: Meeting Records and Resolutions - Meeting records must be kept for at least ten years, detailing decisions and voting outcomes [49][50] - Directors are responsible for the resolutions made during meetings, and failure to comply may result in liability [51][52] Chapter 9: Implementation of Resolutions - The general manager is responsible for implementing board resolutions, and the board monitors compliance [52][53] Chapter 10: Amendments and Effectiveness - The rules take effect upon approval by the shareholders' meeting and can be amended as necessary [58][59]
海泰新光: 关联交易制度
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Viewpoint - The document outlines the related party transaction system of Qingdao Haitai Newlight Technology Co., Ltd, emphasizing fairness, transparency, and compliance with laws and regulations to protect the rights of the company and non-related shareholders [1]. Group 1: General Principles - The system is established to ensure that related party transactions are fair, just, and open, in accordance with the Company Law of the People's Republic of China and the company's articles of association [1]. - Related party transactions must be documented in written agreements that adhere to principles of equality, voluntariness, equivalence, and compensation [1]. - The pricing of related party transactions should generally align with market prices or standards set by independent third parties [1]. Group 2: Definition of Related Transactions and Parties - Related party transactions include significant transactions such as asset purchases or sales, investments, project transfers, and guarantees, among others [4][5]. - Related parties are defined as individuals or entities with specific relationships to the company, including family members of key personnel and entities controlled by them [3][4]. Group 3: Avoidance Procedures - Board members with a conflict of interest must abstain from voting on related party transactions, and the presence of a majority of non-related directors is required for decision-making [5][6]. - Shareholders with a conflict of interest must also abstain from voting on related party matters, and the company must maintain records of non-related shareholders' voting [6][7]. Group 4: Transaction Procedures - Transactions exceeding 30 million yuan or 1% of the company's total assets must be submitted for shareholder approval [12]. - Transactions involving related parties that exceed 300,000 yuan or 0.1% of total assets must be reviewed by the board [13]. - The company must disclose and follow specific procedures for daily related party transactions, including annual estimates and re-evaluations if actual amounts exceed estimates [18]. Group 5: Internal Control Measures - Major shareholders and executives must report any changes in related party relationships to ensure accurate records [21]. - The company must conduct thorough due diligence on transaction parties and pricing to prevent conflicts of interest and ensure fair dealings [23][24]. - Independent directors should regularly review transactions to safeguard against potential misuse of company resources by related parties [10].
海泰新光: 对外投资管理制度
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Viewpoint - The document outlines the external investment management system of Qingdao Haitai Newlight Technology Co., Ltd, emphasizing the need to strengthen investment management, control risks, and protect investors' rights [1][2]. Group 1: Definition and Scope of External Investment - External investment refers to various forms of investment activities conducted by the company domestically and internationally, including equity investments, acquisitions, capital increases, asset purchases, stock and bond investments, and entrusted financial management [1][2]. - The investment management system applies to the company and all its wholly-owned and controlled subsidiaries, requiring approval for entrusted financial management activities [2]. Group 2: Principles of External Investment - Investments must comply with national laws, regulations, and industry policies, and should promote the company's sustainable development and maximize shareholder value [2]. - The company should ensure effective resource allocation, enhance asset quality, and maintain shareholder rights while adhering to prudent investment principles in entrusted financial management [2]. Group 3: Approval Authority for External Investments - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and general manager, with specific thresholds for approval based on asset value and transaction amounts [3][4]. - Transactions exceeding certain thresholds, such as 50% of total assets or market value, require shareholders' meeting approval, while those below these thresholds can be approved by the board or general manager [4][5]. Group 4: Organizational Management of External Investments - The board's strategic committee is responsible for coordinating and analyzing investment projects, while the board office handles market development and project evaluation [6]. - The finance center manages financial aspects of investments, including feasibility analysis and risk assessment for entrusted financial management [6][7]. Group 5: Decision-Making Process for External Investments - The investment decision-making process involves project research, feasibility analysis, project initiation, and execution stages [7][8]. - The board office organizes evaluations and reports on proposed investments, with the general manager making decisions within authorized limits [7]. Group 6: Management of Investment Transfers and Recoveries - The company can recover investments under specific circumstances, such as project completion or bankruptcy of the invested entity [9][10]. - Investment transfers must comply with legal and regulatory requirements, following the same approval process as initial investments [10][11]. Group 7: Personnel Management in External Investments - The company appoints representatives to the boards of invested companies, ensuring they fulfill their duties and report back on investment performance [11][12]. Group 8: Financial Management and Auditing of Investments - The finance department maintains detailed financial records for each investment project and conducts annual audits to ensure compliance with accounting standards [11][12]. - Regular checks and reconciliations are performed to confirm the consistency of investment records [12].
海泰新光: 海泰新光2025年半年度报告
Zheng Quan Zhi Xing· 2025-08-22 16:36
Core Views - Qingdao NovelBeam Technology Co., Ltd. reported a revenue increase of 20.50% year-on-year, reaching approximately 265.61 million yuan in the first half of 2025, driven by strong demand for medical endoscopes and optical products [6][8] - The company achieved a net profit attributable to shareholders of approximately 74.45 million yuan, reflecting a growth of 5.52% compared to the same period last year [6][8] - The medical endoscope segment generated revenue of approximately 20.70 million yuan, an increase of 17.72%, while the optical products segment saw a revenue increase of 34.62% [8] Company Overview - Qingdao NovelBeam Technology Co., Ltd. specializes in the research, production, and sales of medical endoscopes and optical products, focusing on innovative applications of optical technology and digital imaging [5][6] - The company operates under a complete industrial chain, from system design to optical processing and assembly, ensuring high-quality product development [6][11] Financial Performance - The total assets of the company reached approximately 1.51 billion yuan, a year-on-year increase of 3.61%, while the net assets attributable to shareholders decreased by 3.43% to approximately 1.26 billion yuan [6][8] - The basic earnings per share increased by 6.90% to 0.62 yuan, and the diluted earnings per share also stood at 0.62 yuan [6][8] Industry Insights - The medical endoscope industry is experiencing rapid growth, with the Chinese market projected to reach 10.2 billion yuan by 2025, driven by advancements in minimally invasive surgery and increasing healthcare demands [6][8] - The optical products industry benefits from a diverse range of applications, including medical diagnostics, industrial lasers, and biometric recognition, contributing to its growth [6][8] Competitive Advantages - The company has established a strong international presence through collaborations with leading medical device manufacturers, enhancing its reputation and market access [9][10] - The company emphasizes quality control and has implemented ISO 13485 standards for medical device quality management, ensuring compliance with global regulatory requirements [12][10] Research and Development - The company has developed several core technologies in optical design, processing, and integration, with a focus on high-performance endoscopic products [10][14] - Ongoing R&D efforts include the development of 4K and 3D endoscopes, as well as advancements in AI technology for image quality enhancement [10][16]
海泰新光: 海泰新光2025年半年度报告摘要
Zheng Quan Zhi Xing· 2025-08-22 16:36
青岛海泰新光科技股份有限公司2025 年半年度报告摘要 公司代码:688677 公司简称:海泰新光 青岛海泰新光科技股份有限公司 青岛海泰新光科技股份有限公司2025 年半年度报告摘要 第一节 重要提示 截至报告期末表决权恢复的优先股股东总数 (户) - 截至报告期末持有特别表决权股份的股东总数 归属于上市公司股 东的净资产 | | | | 本报告期比上年同期增 | | --- | --- | --- | --- | | | 本报告期 | 上年同期 | | | | | | 减(%) | | 营业收入 | 265,610,402.51 | 220,416,210.20 | 20.50 | | 利润总额 | 84,925,181.63 | 80,212,610.55 | 5.88 | | 归属于上市公司股 | | | | | 东的净利润 | | | | | 归属于上市公司股 | | | | | 东的扣除非经常性 | 72,486,245.51 | 64,678,297.47 | 12.07 | | 损益的净利润 | | | | | 经营活动产生的现 | | | | | 金流量净额 | | | | | 加权平均净资 ...
海泰新光: 海泰新光第四届董事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-08-22 16:36
经与会董事投票表决,审议通过了如下议案: 证券代码:688677 证券简称:海泰新光 公告编号:2025-044 青岛海泰新光科技股份有限公司 第四届董事会第六次会议决议公告 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。 一、董事会会议召开情况 青岛海泰新光科技股份有限公司(以下简称"公司")第四届董事会第六次 会议于 2025 年 8 月 22 日 9:00 在公司会议室以现场与通讯表决相结合的方式召 开,会议通知于 2025 年 8 月 6 日以邮件方式送达。公司董事 7 人,实际参会董 事 7 人。会议由公司董事长郑安民先生主持,会议的召集和召开程序符合《中华 人民共和国公司法》和《公司章程》等相关规定,会议形成的决议合法、有效。 二、董事会会议审议情况 (一)审议通过《关于 <公司 ensp="ensp" 年半年度报告="年半年度报告"> 及摘要的议案》; 经审核,董事会认为公司 2025 年半年度报告及摘要的编制符合相关法律法 规及《公司章程》等内部规章制度的规定;半年度报告编制过程中,未发现公司 参与半年度报 ...
海泰新光(688677.SH):上半年净利润7444.84万元,同比增长5.52%
Ge Long Hui A P P· 2025-08-22 14:36
格隆汇8月22日丨海泰新光(688677.SH)公布,2025上半年实现营业总收入2.66亿元,同比增长20.5%; 归属母公司股东净利润7444.84万元,同比增长5.52%;基本每股收益为0.62元。 ...
海泰新光(688677) - 海泰新光关于取消监事会、修订<公司章程>并办理工商变更登记及修订、制定部分治理制度的公告
2025-08-22 12:39
司经营、公司财务及公司董事、高级管理人员履职的合法合规性进行监督,维护 公司和全体股东的利益。 二、修订和制定部分治理制度的情况 证券代码:688677 证券简称:海泰新光 公告编号:2025-047 青岛海泰新光科技股份有限公司 关于取消监事会、修订<公司章程>并办理工商变更登 记及修订、制定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。 青岛海泰新光科技股份有限公司(以下简称"公司")于 2025 年 8 月 22 日 召开的第四届董事会第六次会议,审议通过了《关于取消监事会、修订公司章程 并办理工商变更登记的议案》及《关于修订、制定公司部分治理制度的议案》, 现将有关事项说明如下: 一、取消监事会、修订公司章程的情况 为了进一步完善公司治理结构,促进公司规范运作,根据 2024 年 7 月 1 日 起实施的《中华人民共和国公司法》及 2025 年 3 月 28 日起实施的《上市公司章 程指引(2025 年修订)》等法律法规的相关规定,结合公司实际情况,公司将不 再设置监事会,取消监事设置,《中华人 ...
海泰新光(688677) - 海泰新光关于公司募集资金存放与实际使用情况的专项报告
2025-08-22 12:39
证券代码:688677 证券简称:海泰新光 公告编号:2025-046 青岛海泰新光科技股份有限公司 关于公司募集资金存放与实际使用情况的专项报告 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。 2021 年 3 月 26 日,公司第二届董事会第十七次会议审议通过了《关于部分 募集资金投资项目增加实施主体的议案》、《关于使用部分募集资金向全资子公 司借款以实施募投项目的议案》,青岛奥美克医疗科技有限公司(以下简称"奥 美克")在招商银行股份有限公司青岛分行开立了募集资金专户,淄博海泰新光 光学技术有限公司(以下简称"淄博海泰")在上海浦东发展银行股份有限公司 青岛分行开立了募集资金专户。2021 年 3 月 25 日,公司、奥美克和保荐机构与 招商银行股份有限公司青岛分行签订了《募集资金四方监管协议》。公司、淄博 海泰和保荐机构与上海浦东发展银行股份有限公司青岛分行签订了《募集资金四 方监管协议》,明确了各方的权利和义务。 根据《上市公司募集资金监管规则》和《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 ...