NovelBeam Technology(688677)

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海泰新光: 海泰新光关于2024年度“提质增效重回报”行动方案的评估报告暨2025年度“提质增效重回报”行动方案的公告
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Viewpoint - The company is committed to enhancing quality and efficiency while returning value to investors, aligning with national policies and market demands to drive high-quality development and protect investor rights [1]. Group 1: Strategic Focus and Business Development - The company focuses on the development of medical endoscopes and optical products, emphasizing innovation in optical technology and digital imaging [1]. - In 2024, the company expanded its endoscope product line, obtaining registration certificates for various endoscopes, including thoracic and abdominal endoscopes, hysteroscopes, and bladder endoscopes [1]. - The company has established a remote interactive platform for surgical diagnosis and treatment, integrating automatic microscopic scanning and endoscopic systems [2]. Group 2: Innovation and R&D - The company applied for 42 new patents and received 32 new authorized patents, including 12 invention patents, which account for 37.50% of the newly authorized patents [3]. - The company collaborates with external institutions for innovation, establishing a clinical anatomy training center with a medical college to enhance clinical, research, and educational activities [3]. Group 3: Investor Protection Measures - The company has implemented a stable dividend policy, distributing cash dividends to shareholders for five consecutive years, with a proposed cash dividend of 0.60 yuan per share for 2024 [4][5]. - The company has initiated a share repurchase plan, with a total of 1,387,000 shares repurchased, representing 0.6110% of the total share capital [5][6]. - The company emphasizes high-quality information disclosure and investor communication, ensuring transparency and responsiveness to investor inquiries [6][7]. Group 4: Corporate Governance - The company has established a governance structure that includes a shareholders' meeting, board of directors, supervisory board, and independent directors, ensuring clear responsibilities and coordination [8]. - The company plans to optimize its governance structure in 2025, including revising its articles of association and adjusting internal supervisory mechanisms [8].
海泰新光: 董事和高级管理人员薪酬管理制度
Zheng Quan Zhi Xing· 2025-08-22 16:49
第三条 体现个人薪酬与公司长远利益相结合的原则,提高公司品牌形象, 保证薪酬与公司持续健康发展的目标相符。 第二章 本制度适用的对象 第四条 本制度适用的对象包括: (一)公司董事长、董事(独立董事除外); (二)公司总经理、副总经理、财务总监、董事会秘书以及公司章程认定 的其他高级管理人员。 青岛海泰新光科技股份有限公司董事和高级管理人员薪酬管理制度 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(以下简称"公司")为激励董事、高级 管理人员诚信、勤勉地履行岗位职责,完善公司治理结构和激励约束机制,提 高公司的经营管理水平,有效调动公司董事、高级管理人员的工作积极性,保 障公司持续、稳定、健康的发展,结合公司实际,制定本制度。 第一章 薪酬制定原则 第一条 体现个人薪酬水平与公司业绩和工作目标、责任大小相结合的原 则,强化员工的目标责任意识,促进公司和部门的整体绩效提高。 第二条 体现按劳分配原则,促进持续不断的创新,保证薪酬与价值创造 和 贡献大小相符。 第三章 薪酬管理机构 第五条 公司董事会薪酬与考核委员会是对董事、高级管理人员进行薪酬 和考核管理的机构。薪酬与考核委员会对董事会负责,受董 ...
海泰新光: 对外担保制度
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Viewpoint - The external guarantee system of Qingdao Haitai Newlight Technology Co., Ltd. aims to standardize the company's external guarantee behavior, strengthen management, and effectively control and prevent risks associated with external guarantees to ensure asset safety [1][2]. Group 1: General Principles - The external guarantee system applies to the company and its consolidated subsidiaries, which must notify the company of relevant resolutions made by their boards or shareholders [1]. - External guarantees refer to the guarantees provided by the company for others, including guarantees for subsidiaries within the consolidated financial statements [1][2]. - The company must manage external guarantees uniformly, and no individual is authorized to sign guarantee contracts without board or shareholder approval [2]. Group 2: Guarantee Principles - The company can provide guarantees for independent legal entities that meet specific conditions, such as having sound financial systems and strong creditworthiness [2]. - The company is generally prohibited from providing guarantees for any non-legal entities or individuals [2]. Group 3: Guarantee Review - Before deciding on a guarantee, the company must assess the credit status of the guaranteed party and analyze the associated risks and benefits [3]. - The responsible parties must ensure the authenticity of the debt contracts and prevent fraudulent activities [4]. Group 4: Approval Process - All external guarantees must be approved by the board or shareholders, with specific conditions requiring shareholder approval after board review [5]. - Guarantees exceeding 10% of the latest audited net assets or 30% of total assets require additional scrutiny and approval [5][6]. Group 5: Risk Management - After the guarantee contract is signed, the company must manage and monitor the guarantee's validity and inform relevant parties [11]. - The responsible parties must actively pursue repayment from the guaranteed party within 15 working days after the debt's due date [11][12]. Group 6: Responsibilities of Responsible Parties - Company directors and senior management who violate the established procedures for signing guarantee contracts may be held accountable for any resulting damages [12]. - Responsible parties must act diligently to prevent risks and ensure compliance with legal and regulatory requirements [12].
海泰新光: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-22 16:49
Core Points - The document outlines the independent director working system of Qingdao Haitai Newlight Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders and stakeholders [1][2]. Group 1: Independent Director Definition and Qualifications - An independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [1]. - Basic qualifications for independent directors include legal eligibility, independence, knowledge of corporate operations, at least five years of relevant experience, and good personal character [1][2]. Group 2: Independence Criteria - Individuals who cannot serve as independent directors include those with close relationships to the company, significant shareholders, or those providing services to the company [2][3]. - Independent directors must conduct annual self-assessments of their independence and submit the results to the board for evaluation [3]. Group 3: Nomination and Election Process - The board or shareholders holding over 1% of shares can nominate independent director candidates, who must be approved by the shareholders' meeting [4]. - The nomination process requires the consent of the nominee and a thorough review of their qualifications by the nomination committee [4][5]. Group 4: Responsibilities and Powers - Independent directors have special powers, including approving significant related-party transactions and proposing the hiring or dismissal of accounting firms [8][9]. - They must provide independent opinions on various matters, including the appointment of directors and senior management [9][10]. Group 5: Obligations and Rights - Independent directors are required to fulfill their duties diligently, focusing on protecting the interests of minority shareholders [18][19]. - The company must provide necessary support and information to independent directors to enable them to perform their roles effectively [25][26]. Group 6: Compensation and Insurance - The company is responsible for compensating independent directors and may establish a liability insurance system to mitigate risks associated with their duties [30][31].
海泰新光: 募集资金管理制度
Zheng Quan Zhi Xing· 2025-08-22 16:49
青岛海泰新光科技股份有限公司募集资金管理制度 青岛海泰新光科技股份有限公司 第一章 总则 第一条 为规范青岛海泰新光科技股份有限公司(以下简称"公司")募集 资金的管理和运用,保护投资者的利益,提高募集资金使用效率,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》") 、中国证券监督管理委员会(以下简称"证监会") 《上市公司 证券发行注册管理办法》 、《上市公司募集资金监管规则》、 《上海证券交易所科 创板股票上市规则》 (以下简称"《科创板上市规则》")《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》等有关法律、行政法规、规范性文件 及《青岛海泰新光科技股份有限公司章程》 (以下简称"《公司章程》")的规定, 结合公司实际情况,特制定本制度。 第二条 本制度所称募集资金是指公司通过公开发行股票或其他具有股权性质 的证券,向投资者募集并用于特定用途的资金,但不包括公司为实施股权激励 计划募集的资金。 第三条 本制度是公司对募集资金使用和管理的基本行为准则。如募集资金 投资项目(以下简称"募投项目")通过公司的子公司或公司控制的 ...
海泰新光: 董事会议事规则
Zheng Quan Zhi Xing· 2025-08-22 16:49
青岛海泰新光科技股份有限公司董事会议事规则 青岛海泰新光科技股份有限公司 第一条 为规范青岛海泰新光科技股份有限公司(以下简称"公司")董事 会的议事程序,保证董事会落实股东会决议,提高董事会的工作效率和科学决策 水平,根据《中华人民共和国公司法》(以下简称"《公司法》")、《青岛海 泰新光科技股份有限公司章程》(以下简称"《公司章程》"),结合公司的实 际情况制定本议事规则。 第二条 董事会是公司的常设机构,对股东会负责,执行股东会决议,维护 公司和全体股东的利益,负责公司发展目标和重大经营活动的决策。 (三)担任破产清算的公司、企业的董事或者厂长、总经理,对该公司、企 业的破产负有个人责任的,自该公司、企业破产清算完结之日起未逾三年; 第一章 总 则 第三条 董事会应当在《公司法》等相关法律、法规和规范性文件以及《公 司章程》规定的范围内依法行使职权,公平对待所有股东。董事会应当严格按照 股东会和《公司章程》的授权行事,不得越权形成决议。 第四条 董事会行使其职权,应当通过召开董事会会议审议,并形成董事会 决议后进行。 第二章 董 事 第五条 公司董事为自然人,有下列情形之一的,不能担任公司的董事: (一 ...
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: 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: 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 ...