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海天瑞声: 海天瑞声关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-29 10:25
Core Points - The company, Haitian Ruisheng Technology Co., Ltd., is convening its first extraordinary general meeting of shareholders in 2025 on September 16, 2025 [1][3] - The meeting will include a proposal to cancel the supervisory board and amend the company's articles of association [2][11] Meeting Details - The meeting will be held on September 16, 2025, at 14:30 at the company's office located at 68 Zhichun Road, Haidian District, Beijing [3][6] - Voting will be conducted through a combination of on-site and online methods, utilizing the Shanghai Stock Exchange's network voting system [1][3] - The voting time for the online platform will be from 9:15 to 15:00 on the day of the meeting [1][3] Voting Procedures - Shareholders must register to attend the meeting by providing necessary identification and proof of shareholding [5][6] - The company will not have any related shareholders abstaining from voting on the proposals [2][4] - The voting rights can be exercised through the Shanghai Stock Exchange's network voting system or in person [2][4] Registration Information - Registration for the meeting can be done in person or via mail, fax, or email, with a deadline of September 15, 2025, at 17:00 [5][6] - Specific documentation is required for different types of shareholders, including natural persons and legal entities [5][6] Contact Information - The company’s securities department can be contacted for further inquiries at 010-62660772 [8]
海天瑞声: 海天瑞声关于2025年半年度计提资产减值准备的公告
Zheng Quan Zhi Xing· 2025-08-29 10:25
Summary of Key Points Core Viewpoint - The company has announced the provision for asset impairment for the first half of 2025, reflecting a cautious approach to financial reporting and compliance with accounting standards [1][2]. Group 1: Asset Impairment Provision Overview - The company conducted a comprehensive review and assessment of its receivables, contract assets, other receivables, and inventory as of June 30, 2025, leading to the recognition of impairment provisions [1]. - A total impairment provision of RMB 5,849,588.44 was recorded, which includes credit impairment losses and asset impairment losses [2]. Group 2: Specifics of Impairment Provision - The credit impairment loss amounted to RMB 4,352,007.20, covering receivables, other receivables, and contract assets [2]. - The asset impairment loss, primarily related to inventory write-downs and contract performance cost losses, totaled RMB 1,497,581.24 [2]. Group 3: Impact of Impairment Provision - The impairment provision is expected to accurately reflect the company's financial condition and operational results as of June 30, 2025, without affecting normal business operations [2]. - The provision complies with relevant accounting standards and company policies, although it has not yet been audited by an accounting firm [2].
海天瑞声: 海天瑞声关于取消监事会、修订《公司章程》暨修订、制定及废止公司部分治理制度、变更法定代表人的公告
Zheng Quan Zhi Xing· 2025-08-29 10:25
Group 1 - The company has decided to abolish the supervisory board and transfer its responsibilities to the audit committee under the board of directors, in accordance with relevant laws and regulations [1][2][3] - The company will revise its articles of association to reflect the changes in governance structure, ensuring compliance with the Company Law and other applicable regulations [2][3] - The company will also change its legal representative, with the chairman or general manager serving in this capacity, and will establish procedures for appointing a new legal representative within thirty days of any resignation [4][5] Group 2 - The revised articles of association will include provisions that ensure the legal representative's actions on behalf of the company are binding, and the company will bear civil liability for damages caused by the legal representative in the course of their duties [5][6] - The articles will clarify the rights and obligations of shareholders, including their ability to initiate legal action against the company or its directors in case of violations [8][13] - The company will implement stricter regulations regarding the issuance of shares and the management of shareholder rights, ensuring equal treatment for all shareholders [7][9][12]
海天瑞声: 海天瑞声关于召开2025年半年度业绩说明会的公告
Zheng Quan Zhi Xing· 2025-08-29 10:25
Group 1 - The company will hold a half-year performance briefing on October 9, 2025, from 15:00 to 16:00 [1][2] - The briefing will take place at the Shanghai Stock Exchange Roadshow Center and will be conducted in an online text interaction format [1][2] - Investors can submit questions from September 24, 2025, to September 30, 2025, before 16:00, through the Roadshow Center website or via the company's email [2][3] Group 2 - The briefing aims to provide a comprehensive understanding of the company's operating results and financial status for the first half of 2025 [2] - Key personnel attending the briefing include the Chairwoman, Ms. He Lin, the General Manager, Mr. Li Ke, and the Board Secretary, Mr. Zhang Zhe [2] - After the briefing, investors can view the main content and outcomes of the meeting on the Shanghai Stock Exchange Roadshow Center [3]
海天瑞声: 海天瑞声2025年度“提质增效重回报”行动方案的半年度评估报告
Zheng Quan Zhi Xing· 2025-08-29 10:25
Core Viewpoint - Beijing Haitan Ruisheng Technology Co., Ltd. has implemented a "Quality Improvement and Efficiency Enhancement" action plan for 2025, focusing on enhancing shareholder returns and exploring emerging business opportunities in AI training data products and services [1]. Group 1: Business Focus and Growth - The company has seen significant growth in its three main business segments: computer vision, natural language processing, and intelligent voice, driven by advancements in AI technology and increased demand for related data services [1]. - In the first half of 2025, the company achieved operating revenue of 157 million yuan, representing a year-on-year increase of 69.54% [1]. Group 2: Technological Innovation - The company has maintained competitive R&D investment, focusing on enhancing core capabilities in AI algorithms, integrated data processing platforms, and frontier technology research [2]. - The company has developed over 70 new training data set products, increasing its proprietary training data product reserve to 1,790, with significant advancements in multilingual voice dialogue and OCR datasets [3]. Group 3: Investor Communication and Returns - The company has established diverse channels for investor communication, ensuring timely and transparent information disclosure, achieving a 100% response rate to investor inquiries [4]. - The company has approved a cash dividend of 3.50 yuan per 10 shares, with a total cash dividend amounting to approximately 20.95 million yuan, reflecting its commitment to shareholder returns [5]. Group 4: Governance and Compliance - The company emphasizes the responsibilities of key stakeholders and has implemented multi-level supervision to mitigate risks related to fund occupation and related party transactions [5]. - The company has organized training for key personnel to enhance compliance awareness and professional capabilities [5]. Group 5: Continuous Improvement - The company is committed to continuously evaluating and improving its action plan to enhance core competitiveness and fulfill its responsibilities as a listed company [6].
海天瑞声: 北京海天瑞声科技股份有限公司关联交易管理办法
Zheng Quan Zhi Xing· 2025-08-29 10:24
北京海天瑞声科技股份有限公司 关联交易管理办法 第一条 为规范北京海天瑞声科技股份有限公司(以下简称"公司")及其控 股子公司与公司关联人之间的关联交易决策程序,防止关联交易损害公司及股东 的利益,根据《中华人民共和国公司法》 《上海证券交易所科创板股票上市规则》 等相关法律法规及《北京海天瑞声科技股份有限公司章程》 (以下简称"《公司章 程》"),制定本办法。 第二条 本办法所称关联交易是指公司或其合并报表范围内的子公司等其他 主体与公司关联人之间发生的可能引致资源或义务转移的事项,具体包括: 第三条 本办法所称关联人、关联股东、关联董事按照法律、法规、规范性 文件以及监管机构的有关规定确定。公司与公司合并报表范围内的子公司等其他 主体之间发生的关联交易不适用本办法。 第六条 公司控股股东及其他关联人与公司发生的经营性资金往来中,应当 严格限制占用公司资金。控股股东及其他关联人不得要求公司为其垫支工资、福 利、保险、广告等期间费用,也不得互相代为承担成本和其他支出。 第七条 公司不得以下列方式将资金直接或间接地提供给控股股东及其他 关联人使用: 第八条 公司关联交易审批的权限划分如下: (一)购买或者出售资 ...
海天瑞声: 北京海天瑞声科技股份有限公司对外担保管理办法
Zheng Quan Zhi Xing· 2025-08-29 10:24
北京海天瑞声科技股份有限公司 对外担保管理办法 第一章 总则 第一条 为维护北京海天瑞声科技股份有限公司(以下简称"公司")和投资 者的利益,规范公司的对外担保行为,控制公司资产运营风险,促进公司健康稳 定地发展,根据《中华人民共和国公司法》和其他相关法律、法规的规定以及《北 京海天瑞声科技股份有限公司章程》 (以下简称"《公司章程》"),特制定本办法。 第二条 本办法适用于公司为他人提供下列担保的行为:被担保企业因向金 融机构贷款、票据贴现、融资租赁等原因向公司申请为其提供担保,其中包括本 公司对控股子公司的担保。 第三条 公司制定本办法的目的是强化公司内部监控,完善对公司担保事项 的事前评估、事中监控、事后追偿与处置机制,尽可能地防范因被担保人财务状 况恶化等原因给公司造成的潜在偿债风险,合理避免和减少可能发生的损失。 公司对外担保的内部控制应当遵循合法、审慎、互利、安全的原则,严格控 制风险。 第四条 公司对外提供担保,应根据《中华人民共和国证券法》、股票上市的 证券交易所股票上市规则以及中国证监会的有关规定披露有关信息。 第二章 对外提供担保的基本原则 第五条 公司原则上不对除公司控股子公司以外的第三 ...
海天瑞声: 北京海天瑞声科技股份有限公司募集资金管理制度
Zheng Quan Zhi Xing· 2025-08-29 10:24
Core Points - The company has established a fundraising management system to regulate the management and use of raised funds, ensuring the protection of shareholders' rights [1] - The raised funds must be used specifically for designated purposes, primarily in technology innovation and main business operations, adhering to national industrial policies [4][5] - The company must maintain transparency and accountability in the use of raised funds, with strict adherence to approved investment plans [10][12] Fund Management - The raised funds are to be stored in a special account approved by the board of directors, and any excess funds must also be managed within this account [7][8] - A tripartite supervision agreement must be signed with the sponsoring institution or independent financial advisor and the commercial bank within one month of the funds being in place [8][9] - The finance department is responsible for maintaining accurate accounting records related to the use of raised funds [9] Fund Usage - The company must use the raised funds strictly according to the investment projects approved by the shareholders' meeting and cannot change the use without proper authorization [10][11] - If there are significant changes in market conditions or delays in project implementation, the company must reassess the feasibility and disclose the situation [14][15] - Any temporary use of idle funds for working capital must be approved by the board and should not affect the normal investment plan [6][7] Supervision and Accountability - The company is required to disclose the actual use of raised funds accurately and promptly, especially if there are significant impacts on the investment plan [12][13] - The audit department must check the management and use of raised funds at least quarterly and report the findings [12][13] - Violations of the fundraising management system by directors or senior management may lead to penalties and compensation for losses incurred [14][15]
海天瑞声: 北京海天瑞声科技股份有限公司非日常经营交易事项决策制度
Zheng Quan Zhi Xing· 2025-08-29 10:24
Core Points - The document outlines the decision-making system for non-routine operational transactions of Beijing Huitian Ruisheng Technology Co., Ltd, aiming to promote healthy and stable development while controlling operational risks [1][2][3] Summary by Sections Decision-Making Scope - The system applies to non-routine operational transactions that are not related to daily operations, including significant asset transactions and financial assistance [1][2] Board Approval Criteria - Transactions requiring board approval include those where the total asset involved exceeds 10% of the latest audited total assets, or where the transaction amount exceeds 10% of the company's market value [2][3] Shareholder Meeting Approval Criteria - Transactions requiring shareholder meeting approval include those where the total asset involved exceeds 50% of the latest audited total assets, or where the transaction amount exceeds 50% of the company's market value [4][5] Special Cases - Transactions that provide unilateral benefits, such as cash gifts or debt relief, are exempt from shareholder meeting approval [3][4] Financial Assistance Transactions - Financial assistance transactions must be approved by a two-thirds majority of the board and may require shareholder meeting approval if they exceed certain thresholds [6][12] Reporting Requirements - For transactions meeting specific thresholds, the company must provide audited financial reports or valuation reports, ensuring compliance with relevant regulations [5][6] Cumulative Calculation Principle - The document specifies that transactions should be evaluated based on a cumulative calculation principle over a 12-month period for certain decision-making processes [7][8] Asset Management Transactions - Transactions involving leasing or management of assets must adhere to specific calculation bases, such as rental income or total asset amounts [8][9] Compliance and Accountability - Any violations of the established procedures may result in disciplinary actions against responsible individuals, and the company reserves the right to seek compensation for losses incurred [19][20] Implementation and Amendments - The system is established by the board and requires shareholder approval to take effect, with provisions for amendments to be similarly approved [20][22]
海天瑞声: 北京海天瑞声科技股份有限公司董事、高级管理人员和核心技术人员持有公司股份及其变动管理制度
Zheng Quan Zhi Xing· 2025-08-29 10:24
General Provisions - The management system for the shares held by the company's directors, senior management, and core technical personnel is established to strengthen the management of shareholding and changes, ensuring market order [1] - This system applies to all shares held by directors, senior management, and core technical personnel, whether registered in their name or held through others' accounts [1] Prohibited Trading Activities - Directors and senior management are prohibited from transferring shares under specific circumstances, including within one year of the company's stock listing and within six months after leaving the company [1][2] - Core technical personnel must adhere to restrictions on selling pre-IPO shares, including a 12-month lock-up period post-listing and a maximum of 25% of their pre-IPO shares per year for four years thereafter [2] Trading Restrictions - Directors and senior management cannot trade company shares during certain periods, such as 15 days before the annual or semi-annual report announcements and five days before quarterly reports [2][3] - The maximum annual transfer of shares by directors and senior management is limited to a percentage of their total holdings, based on the previous year's end holdings [3] Information Disclosure and Reporting - The company secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring timely reporting of any changes [4][5] - Directors and senior management must report their share transactions within two trading days, including details such as the number of shares before and after the transaction [7][8] Additional Regulations - The company may impose additional restrictions on share transfers, such as longer lock-up periods or performance conditions, which must be disclosed [5][6] - Directors and senior management are prohibited from engaging in margin trading involving the company's shares [8]