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2023年年报点评:多产品线发力驱动增长,储能、氢能等新领域布局前景可期
EBSCN· 2024-04-02 16:00
Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The company achieved significant revenue growth of 245.07% year-on-year in 2023, with a net profit of 42.32 million yuan, marking a turnaround from losses [19] - The growth was driven by strong demand in the commercial vehicle market, particularly in the natural gas heavy truck sector, and successful bulk supply to major passenger vehicle clients [19] - The company has successfully reduced its sales, management, and R&D expense ratios, contributing to improved profitability [19] - New production capacity has been established, alleviating previous capacity constraints and supporting future growth [19] - The company is expanding into new fields such as hydrogen energy, power batteries, and energy storage, which are expected to contribute to long-term growth [19] Financial Summary - In 2023, the company reported revenues of 1.544 billion yuan and a net profit of 42.32 million yuan, with a gross margin of 11.91% and a net margin of 2.86% [19] - The company's earnings per share (EPS) are projected to be 1.01 yuan in 2024, 1.69 yuan in 2025, and 2.15 yuan in 2026 [19] - The report forecasts a decline in net profit for 2024 and 2025 due to potential fluctuations in the commercial vehicle market, with revised estimates of 122 million yuan and 203 million yuan respectively [19]
2023年报点评:催化剂业务放量,氢能技术突破
Investment Rating - The report maintains a "Buy" rating for the company [10][25]. Core Views - The company achieved a revenue of 1.544 billion yuan in 2023, representing a year-on-year growth of 245%, with a net profit of 42.32 million yuan, indicating a turnaround to profitability [14][25]. - The growth in revenue is primarily driven by the increased demand for natural gas heavy-duty trucks, leading to higher sales of exhaust catalysts [14][21]. - The company is actively advancing its hydrogen fuel cell technology, with successful project completions that enhance production capabilities [16][23]. Financial Summary - Revenue Forecast: The company forecasts revenues of 1.967 billion yuan for 2024 and 2.756 billion yuan for 2026, with corresponding EPS of 1.10 yuan and 1.65 yuan respectively [8][25]. - Profitability Metrics: The gross margin improved to 11.91% in 2023, with a significant reduction in expense ratios [22]. - Market Position: The company is positioned as a key player in the exhaust catalyst market for various vehicle types, including natural gas and diesel vehicles [14][21]. Industry Insights - The demand for hydrogen fuel cell vehicles is expected to rise significantly during the "14th Five-Year Plan," leading to increased demand for high-performance catalysts [16]. - The company is enhancing its production capabilities with a new intelligent manufacturing facility, which is expected to improve operational efficiency and scale [22].
中自科技(688737) - 2023 Q4 - 年度财报
2024-03-29 16:00
Financial Performance - Revenue in 2023 increased by 245.07% to RMB 1.544 billion compared to 2022[24] - Net profit attributable to shareholders in 2023 was RMB 42.32 million, a significant improvement from a loss of RMB 87.27 million in 2022[24] - Revenue for 2023 reached 1,544,081,894.61 RMB, a significant increase of 245.07% year-over-year[35] - Net profit attributable to shareholders was 42,318,630.74 RMB, achieving a turnaround from loss to profit[35] - Revenue for Q1 2023 was 265,265,859.02 RMB, Q2 was 419,765,144.52 RMB, Q3 was 438,677,400.94 RMB, and Q4 was 420,373,490.13 RMB[27] - Net profit attributable to shareholders for Q1 was 6,185,549.45 RMB, Q2 was 14,420,906.27 RMB, Q3 was 12,239,684.97 RMB, and Q4 was 9,472,490.05 RMB[27] - Revenue for the reporting period reached RMB 1,544,081,894.61, a significant increase of 245.07% year-over-year, driven by the surge in China's commercial vehicle market, particularly the natural gas heavy-duty truck market, and the implementation of new emission regulations[96][97] - Main business revenue increased by 248.02% to RMB 1,540,991,149.29, with main business costs rising by 222.88% to RMB 1,357,828,048.72[100][102] - Domestic sales accounted for 99.77% of main business revenue, totaling RMB 1,537,429,729.69[104] - Direct sales to vehicle manufacturers contributed 97.51% of main business revenue, amounting to RMB 1,502,560,644.04[104] - Industrial catalyst revenue surged by 1,213.39% to RMB 8,374,181.07, with a gross margin of 41.21%[102] - Revenue from hydrogen-related products increased by 4,797.28% to RMB 533,110.44, with a gross margin of 28.53%[102] - Chemical raw materials and chemical products manufacturing segment revenue increased by 248.02% year-on-year to 154,099.11 million RMB, with a gross margin increase of 6.86 percentage points[137] Profit Distribution and Share Repurchase - The company implemented a share repurchase of RMB 22,001,516.08, accounting for 51.99% of the distributable profit for the reporting period[5] - No cash dividends, stock dividends, or capital reserve to share capital conversion will be distributed for the 2023 fiscal year[5] - The company is in a growth stage with significant capital expenditure plans, influencing the decision against profit distribution[5] - The total cash dividend amount for 2023 was RMB 22,001,516.08, accounting for 51.99% of the net profit attributable to ordinary shareholders[192] - The company did not propose a cash dividend plan for 2023 due to significant capital expenditure arrangements and growth stage, with unallocated profits to be used for project construction[189] R&D and Innovation - R&D expenditure as a percentage of revenue decreased by 15.11 percentage points to 5.63% in 2023[26] - R&D investment intensity exceeded 5%, with R&D personnel accounting for 33.5% of the workforce[36] - The company obtained 189 patent authorizations, with over 70 new patents added in the year[36] - The company has 199 R&D personnel, including 93 engineers, with most being self-trained, forming a high-quality talent team[37] - R&D is primarily self-driven, supplemented by industry-academia collaboration, focusing on key catalytic materials and technology development[46] - The company's R&D is divided into platform technology research and product development stages, focusing on catalyst technology routes and core product solutions based on downstream engine and vehicle manufacturers' needs[47] - In 2023, the company applied for 59 domestic patents, including 28 invention patents, and obtained 73 domestic patent authorizations, including 36 invention patents[63] - The company has accumulated a total of 261 domestic and international patent applications, including 173 domestic invention patents and 13 European and American invention patents[63] - The company's cumulative number of domestic invention patents granted reached 115, with 7 European and American invention patents granted[64] - Total R&D investment decreased by 6.51% to 869.65 million yuan compared to the previous year's 927.88 million yuan[66] - R&D investment as a percentage of revenue dropped by 15.11 percentage points to 5.63% from 20.74%[66] - The company has a strong technical advantage in environmental catalysts, having mastered key technologies such as high-performance rare earth oxygen storage materials and advanced coating techniques[81] - The company has developed a low-precious-metal and cost-effective catalyst for hybrid vehicle exhaust purification, which has been verified and delivered in bulk to mainstream domestic automakers[57] - The company's high-performance rare earth oxygen storage material technology has significantly improved the thermal stability and performance of the materials, with no phase separation observed after 1,000°C/10h aging[58] - The company's high-temperature high-surface-area material technology has enhanced the stability and surface area of alumina materials, with high surface area and large pore volume maintained after 1,100°C/10h aging[59] - The company's high-dispersion and high-stability precious metal technology has reduced the amount of precious metals used while improving catalyst performance[60] - The company has developed an advanced coating technology, including a dual-airflow rotary spray granulation process, to ensure precise control of catalyst loading and uniformity[61] Business Operations and Market Position - The company has multiple subsidiaries, including Zhongzi Future Energy and Zhongzi New Materials, indicating a diversified business structure[14] - The company operates in the environmental catalyst sector, competing with global giants like BASF, Johnson Matthey, and Umicore[14] - The significant revenue growth was driven by the explosive growth in China's commercial vehicle market, particularly natural gas heavy trucks, and the full implementation of emission regulations[26] - The company achieved batch supply to major passenger vehicle customers, contributing to revenue growth[26] - The company's new business progressed steadily, further boosting revenue[26] - The company's main products for internal combustion engine exhaust purification catalysts saw substantial revenue growth[26] - The company focuses on new materials and new energy, specializing in mobile pollution source (vehicles, non-road machinery, ships, etc.) tail gas treatment catalysts[40] - Main products include internal combustion engine exhaust purification catalysts, energy storage and power batteries, hydrogen fuel cell catalysts, and industrial VOCs catalysts[41] - The company adopts a "production-based procurement" model, ensuring long-term stable supply of raw materials such as precious metals, carriers, and rare earth materials[42] - Production follows an "order-based production" model, with advanced process control and material traceability systems[43] - Sales are primarily direct to engine and vehicle manufacturers, with pricing models including "future point pricing" and "past period average pricing"[44] - The company employs a combination of "cost-plus" and "market bidding" pricing models for catalyst coatings[46] - The company operates in the "C26 Chemical Raw Materials and Chemical Products Manufacturing" industry, specifically in "Rare Earth Catalytic Material Manufacturing"[50] - The company is part of the "Advanced Non-ferrous Metal Materials" field under the Shanghai Stock Exchange's STAR Market guidelines[50] - The company is a national specialized and innovative "little giant" enterprise and a national technological innovation demonstration enterprise, leading in the field of environmental catalysts in China[55] - The company has undertaken 12 major national research projects, including the "863 Plan" and the National Key R&D Program, related to exhaust gas treatment catalysts and hydrogen fuel cell catalysts[55] - The company has expanded its product portfolio to include light commercial vehicles and passenger vehicles, achieving significant breakthroughs in the automotive after-treatment market[81] - The company has entered the hydrogen fuel cell catalyst and energy storage battery sectors, with hydrogen fuel cell catalysts achieving kilogram-level batch production capacity[81] - The company faces competition from global environmental catalyst giants like BASF, Johnson Matthey, and Umicore, which dominate the market share[91] - The company maintains long-term partnerships with engine manufacturers due to high switching costs and collaborative R&D requirements[82] - The company operates multiple national and provincial-level technology innovation platforms, including a national enterprise technology center and postdoctoral research workstation[82] - The domestic environmental catalyst market is accelerating its localization process, with domestic manufacturers narrowing the technology gap with foreign giants[140] - The company plans to accelerate the R&D and industrialization of solid-state batteries and sodium-ion batteries, leveraging its technical advantages and industrialization system[146] - The company aims to increase R&D investment, focusing on product line planning, technology libraries, and application technology libraries, while fostering innovation through a combination of independent R&D and collaborative efforts[147] - In the field of hydrogen fuel cell catalysts, the company will leverage its participation in national key R&D projects to enhance batch delivery capabilities for strategic value customers[148] - The company will accelerate the construction of key projects, including the automotive aftertreatment device intelligent manufacturing industrial park and the R&D capability construction project for catalysts meeting China VI b and above emission standards[148] - The company plans to deepen strategic cooperation with key customers in the energy storage and power battery sector, expanding both domestic and international markets[148] - The company will focus on developing high-performance, cost-effective products in the field of exhaust gas treatment catalysts, aiming to increase market share and accelerate domestic substitution[145] - The company will strengthen its sales and technical service integration team in the industrial catalyst sector, aiming to establish a robust business model and build a strong industry brand[148] - The company will utilize its national enterprise technology center and national technological innovation demonstration enterprise platform to enhance technological innovation capabilities[147] - The company will focus on customer-centric strategies, emphasizing cost control and quality management to ensure sustained and effective growth in performance[147] - The company is advancing its digital information construction, focusing on optimizing the MES system and achieving efficient synchronization with the ERP system[149] Environmental and Safety Performance - The company achieved zero deaths, zero serious injuries, and zero pollution incidents in 2023[36] - The company invested RMB 481.29 million in environmental protection during the reporting period[198] - The company is a key pollutant discharge unit in Chengdu, with pollutants including wastewater and exhaust gases such as particulate matter, nitrogen oxides, VOCs, ammonia, and COD[199] - The company installed organic waste gas purification systems, ammonia treatment systems, and nitrogen oxide waste gas treatment systems to ensure emissions are below national and local standards[200] - The company completed the renovation of waste gas treatment facilities at the Gunan Street factory in 2023, addressing safety hazards and pipeline blockages[200] - The company established a high-ammonia wastewater evaporation system and sewage treatment station to treat production and domestic wastewater[200] - The company conducted 2 annual tests, 4 supervision tests, and 11 rainwater tests in 2023, with all results meeting standards[200] - The company's MVR evaporation system for wastewater was put into operation, with all test results meeting standards under full production conditions[200] Corporate Governance and Leadership - The company has established a comprehensive governance structure with clear responsibilities and independent operations among the shareholders' meeting, board of directors, and management[152] - The company held five temporary shareholders' meetings in 2023, all of which passed all proposals without any rejections[152] - The company's chairman, Chen Qizhang, holds 39,008,704 shares, an increase of 11,145,344 shares due to capital reserve conversion[156] - The company's general manager, Li Yun, holds 672,000 shares, an increase of 192,000 shares due to capital reserve conversion[156] - The company's vice general manager, Chen Cuirong, holds 2,896,437 shares, an increase of 827,553 shares due to capital reserve conversion[156] - The company's independent directors, Cao Qilin and Liao Dong, each received a pre-tax remuneration of 100,000 yuan[156] - The company's board of directors has five specialized committees providing professional advice for major decisions[152] - The company continues to optimize its budget management system to enhance the autonomous operational management capabilities of business lines[149] - The company is strengthening its employer brand and increasing cooperation with universities to ensure a steady supply of talent[149] - Total capital reserve transfer to share capital amounted to 13,197,297 shares, increasing the total shares from 33,006,244 to 46,203,541[159] - The company's total equity reached 783.00 million, reflecting a significant increase in shareholder value[159] - Key personnel such as Wang Yun, Vice President and core technical personnel, hold significant equity stakes, with Wang Yun holding 45.57 million shares[158] - The company has a strong focus on core technical personnel, with multiple individuals holding substantial equity stakes, such as Li Dacheng with 30.09 million shares[159] - The company's leadership team, including directors and senior management, holds a combined equity of over 783.00 million shares, indicating strong alignment with shareholder interests[159] - The company has implemented a capital reserve transfer to share capital strategy, increasing the total shares by 13,197,297[159] - The company's core technical personnel, such as Wang Jinfeng, hold significant equity stakes, with Wang Jinfeng holding 30.74 million shares[159] - The company's leadership team, including directors and senior management, holds a combined equity of over 783.00 million shares, indicating strong alignment with shareholder interests[159] - Li Yun has served as the Director and General Manager of Zhongzi Environmental Technology Co., Ltd. since December 2018[161] - Chen Cuirong has been the Director and Deputy General Manager of Zhongzi Environmental Technology Co., Ltd. since December 2021[161] - Ma Renhu has been a Director of Zhongzi Environmental Technology Co., Ltd. since June 2020[161] - Xi Shan served as a Director of Zhongzi Environmental Technology Co., Ltd. from June 2020 to March 2023[161] - Cao Qilin has been an Independent Director of Zhongzi Environmental Technology Co., Ltd. since June 2020[161] - Lu Dong has been an Independent Director of Zhongzi Environmental Technology Co., Ltd. since June 2020[161] - Sun Wei has been an Independent Director of Zhongzi Environmental Technology Co., Ltd. since April 2023[161] - Cai Hong has been a Supervisor of Zhongzi Environmental Technology Co., Ltd. since December 2018[161] - The company has experienced significant leadership changes and promotions, with multiple executives transitioning to higher roles such as General Manager, Product Line Director, and Vice President since 2015[164] - Key personnel have been promoted to roles like Sales Director, Quality Director, and Technical Deputy Chief Engineer, indicating a focus on strengthening management and technical expertise[164] - The company has established new departments and roles, including the Hydrogen Energy R&D Center and the Energy Storage & Power Battery Division, reflecting a strategic shift towards new energy technologies[164] - Several executives have been promoted to roles like Manufacturing Director and Technology Center Deputy Director, suggesting an emphasis on operational and technological advancements[164] - The company has seen a consistent pattern of internal promotions, with employees moving from technical roles to managerial positions, indicating a strong internal talent development strategy[164] - The company received the resignation report of director Su Shan on March 20, 2023, due to personal reasons[165] - The company received the resignation report of senior executive Hu Shumei on April 7, 2023, due to personal reasons[165] - The company held the 12th interim meeting of the third board of directors on March 22, 2023, and the second interim shareholders' meeting of 2023 on April 7, 2023, approving the election of Wang Yun and Sun Wei as directors[165] - Chen Qizhang serves as the executive director of Sichuan Shengnuo Investment Management Co., Ltd. since November 2012[166] - Chen Qizhang is the executive partner of Sichuan Shengnuo Kaite Technology Service Partnership (Limited Partnership) since June 2020[166] - Chen Cui Rong serves as a director at Sichuan Shengnuo Investment Management Co., Ltd. since November 2012[166] - Chen Qizhang is the executive director and general manager of Zhongzi Changchun since September 2020[167] - Li Yun serves as a director at Zhongzi Guangming since August 2017[167] - Ma Renhu is the strategic investment director at Hanhai Information Technology (Shanghai) Co., Ltd. since February 2022[167] - Sun Wei is a professor at the School of Materials and Energy, University of Electronic Science and Technology of China since April 2023[167] - Total compensation for directors, supervisors, and senior management at the end of the reporting period was 523.78 million[170] - Total compensation for core technical personnel at the end of the reporting period was 229.92 million[170] - The company approved the 2023 senior management and director compensation plans during the 4th meeting of the 3rd Compensation and Assessment Committee on April 27, 2023[170] - The company elected new directors and independent directors, including Wang Yun and Sun Wei, during the reporting period[171] - The company approved a share repurchase plan and revisions to the Articles of Association during the 11th interim meeting of the 3rd Board of Directors on January 17, 2023[173] - The company approved the establishment of a wholly-owned subsidiary during the 12th interim meeting of the 3rd Board of Directors on March 22, 2023[173] - The company approved the 2022 annual report, 2023 financial budget, and 2023 director and senior management compensation plans during the 15th meeting of the 3rd Board of Directors on April 27, 2023[173] - The company approved the 2023 semi-annual report and the special report on the deposit and actual use of raised funds during the 17th meeting of the 3rd Board of Directors on August 24, 2023[174] - The company approved the 2023 third-quarter report during the 18th interim meeting of the 3rd Board of Directors on October 30, 2023[174] - The company approved the extension of some IPO fundraising projects during the 20th interim meeting of the 3rd Board of Directors on December 13, 2023[174] - The company held a total of 10 board meetings in 2023, with all directors attending either in person or via communication methods[176] - The Audit Committee held
中自科技:中自科技2023年度审计报告
2024-03-29 13:04
中自环保科技股份有限公司 2023 年度 审计报告 | 索引 | | 页码 | | --- | --- | --- | | 审计报告 | | | | 公司财务报告 | | | | — | 合并资产负债表 | 1-2 | | — | 母公司资产负债表 | 3-4 | | — 合并利润表 | | 5 | | — 母公司利润表 | | 6 | | — | 合并现金流量表 | 7 | | — | 母公司现金流量表 | 8 | | — | 合并股东权益变动表 | 9-10 | | — | 母公司股东权益变动表 | 11-12 | | — 财务报表附注 | | 13-80 | 信永中和会计师事务所 | 北京市东城区朝阳门北大街 8 号宫华大厨 A 座 9 后 群亮申话 +86 (010) 6554 2288 +86 (010) 6554 2298 | | | 9/F, Block A, Fu Hua Mansion, | | | | --- | --- | --- | --- | --- | | nG | ShineWing | No.8, Chaoyangmen Beidajie, | | | | | | Dongch ...
中自科技:中自环保科技股份有限公司2023年度社会责任报告
2024-03-29 12:54
Table of 目 求 Contents | 关于我们 | | --- | | 关于本报告. | | 董事长致辞 0 4 | | 环境信息 | | 环境管理 | | 污染和排放. | | 能源使用 | | 碳排放 | | 社会信息 | | 员工权益保护 10 | | 职业健康与安全 11 | | 员工培训与发展 13 | | 产品责任. | | 隐私与信息安全………………………………………………… 17 | | 供应链责任 | | 社会公益 . | | 产业推动. | | 治理信息 | | 公司治理. | | 社会责任管理 25 | | 投资者关系…………………………………………………26 | | 风险与内控 | | 商业道德与反腐败 | | 党建工作. | 地址:成都市高新区古楠街88号 Add:No.88, Gunan Street, High-Tech Zone,Cheng Du 邮编:611731 Postcode:611731 电话:023-87869490 Tel:023-87869490 传真:023-62825889 Fax:023-62825889 邮箱: zzq@sinocat.com. ...
中自科技:中自环保科技股份有限公司2023年度董事会工作报告
2024-03-29 12:54
| | | 议案 3-关于 2022 年度独立董事履职情况报告的议案; | | --- | --- | --- | | | | 议案 4-关于 2022 年度董事会审计委员会履职报告的议案; | | | | 议案 5-关于 2022 年度利润分配及资本公积转增股本预案的 | | | | 议案; | | | | 议案 6-关于续聘 2023 年度会计师事务所的议案; | | | | 议案 7-关于 2023 年度对外担保额度预计的议案; | | | | 议案 8-关于公司 2023 年度审计计划的议案; | | | | 议案 年度日常关联交易预计额度的议案; 9-关于 2023 | | | | 议案 10-关于募集资金 2022 年度存放与使用情况的专项报告 | | | | 的议案; | | | | 议案 11-关于 2022 年年度报告及其摘要的议案; | | | | 议案 年度董事薪酬方案的议案; 12-关于 2023 | | | | 议案 13-关于 2023 年度高级管理人员薪酬方案的议案; | | | | 议案 14-关于 2022 年度财务决算报告的议案; | | | | 议案 15-关于 年度财务 ...
中自科技:中自环保科技股份有限公司关于2023年度计提资产减值准备的公告
2024-03-29 12:54
中自环保科技股份有限公司 关于 2023 年度计提资产减值准备的公告 证券代码:688737 证券简称:中自科技 公告编号:2024-014 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。 中自环保科技股份有限公司(以下简称"公司")于 2024 年 3 月 29 日召开 第三届董事会第二十二次会议、第三届监事会第十六次会议,审议通过了《关于 公司 2023 年度计提资产减值准备的议案》。现将相关情况公告如下: 一、计提信用及资产减值概述 根据《企业会计准则第 8 号——资产减值》《企业会计准则第 22 号——金 融工具确认和计量》及相关会计政策、会计估计的相关规定,为了真实、准确地 反映公司截至 2023 年 12 月 31 日的财务状况及 2023 年度的经营成果,本着 谨慎性原则,公司 2023 年度确认资产减值损失和信用减值损失共计 896.87 万 元,明细如下: | 项目 | | 计提减值准备金额(万元) | | --- | --- | --- | | 信用减值损失 | 应收票据坏账准备 | 1.52 | | 应 ...
中自科技:信永中和会计师事务所(特殊普通合伙)关于中自环保科技股份有限公司会计估计变更专项说明
2024-03-29 12:54
中自环保科技股份有限公司 财务报告会计估计变更 专项说明的审核报告 索引 页码 XYZH/2024CDAA7F0017 关于会计估计变更专项说明的审核报告 关于会计估计变更的专项说明 1-2 会计师事务所 | 北京市东城区朝阳门北大街 8 导富华大厦 A 座 9 后 关于中自环保科技股份有限公司 2023 年度会计估计变更的专项说明 中自环保科技股份有限公司 中自环保科技股份有限公司董事会: 我们按照中国注册会计师审计准则审计了中自环保科技股份有限公司(以下简称中 自环保公司)2023年度财务报表,包括2023年12月31日的合并及母公司资产负债表、2023 年度的合并及母公司利润表、合并及母公司现金流量表和合并及母公司股东权益变动表, 以及相关财务报表附注,并于2024年3月29日出具了XYZH/2024CDAA7B0020号无保留 意见的审计报告。 按照企业会计准则、中国证券监督管理委员会和上海证券交易所的相关规定对会计 估计变更进行确认、计量和相关信息的披露是中自环保公司管理层的责任。 根据上海证券交易所相关规定的相关要求,我们出具了本专项说明。除了对中自环 保公司实施2023年度财务报表审计中所执行的 ...
中自科技:申万宏源证券承销保荐有限责任公司关于中自环保科技股份有限公司2024年度日常关联交易的专项核查意见
2024-03-29 12:54
申万宏源证券承销保荐有限责任公司 关于中自环保科技股份有限公司 2024 年度日常关联交易预计的核查意见 申万宏源证券承销保荐有限责任公司(以下简称"申万宏源承销保荐"或"保 荐机构")作为中自环保科技股份有限公司(以下简称"中自科技"、"公司")首次 公开发行股票并在科创板上市的保荐机构,根据《证券发行上市保荐业务管理办 法》《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,对中自科技 2024 年度日常关联交易预计的事项进行了审慎核查,核查 意见如下: 一、关联交易基本情况 (一)关联交易概述 根据公司日常生产经营所需,按照市场价格定价,预计公司对部分关联方 2024 年度关联交易额度为 100,550.00 万元(不含税)。 上述关联交易以市场行情为基础定价,公司遵循公平合理、互惠互利的交易 原则,价格公允,不存在损害公司和全体股东利益的行为。该关联交易不影响公 司的独立性,公司主要业务没有因上述关联交易而对关联方形成依赖。本次关联 交易未构成《上市公司重大资产重组管理办法》规定的重大资产重组。 (二)2023 年度日常关联交易执行情况 公司第三届董事会第十五次会议及 20 ...
中自科技:中自环保科技股份有限公司董事会对独立董事独立性自查情况的专项报告
2024-03-29 12:54
综上,独立董事不存在任何妨碍其进行独立客观判断的关系,不存 在影响独立董事独立性的情况,符合《上市公司独立董事管理办法》等 法律法规及《公司章程》中关于独立董事的任职资格及独立性的要求。 中自环保科技股份有限公司董事会 2024 年 3 月 30 日 根据《上市公司独立董事管理办法》《上海证券交易所上市公司自 律监管指引第 1 号——规范运作》的规定,中自环保科技股份有限公司 (以下简称"公司")董事会根据法规并结合独立董事出具的《关于独 立性自查情况的报告》,就公司在任独立董事的独立性情况进行评估, 出具如下专项意见: 经公司独立董事自查及董事会核查独立董事在公司的履职情况,董 事会认为公司全体独立董事均具备胜任独立董事岗位的资格。独立董事 及其配偶、父母、子女、主要社会关系未在公司或公司附属企业任职, 未在公司主要股东及其附属企业任职,未与公司存在重大的持股关系, 与公司以及主要股东之间不存在重大业务往来关系或提供财务、法律、 咨询、保荐等服务关系。 中自环保科技股份有限公司 董事会对独立董事独立性自查情况的专项报告 ...