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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
Core Points - The article outlines the management measures for related party transactions of Beijing Huitian Ruisheng Technology Co., Ltd. to ensure compliance with relevant laws and regulations [1][10] - The measures aim to prevent related party transactions from harming the interests of the company and its shareholders [1] Group 1: Definition and Scope - Related party transactions refer to matters that may lead to the transfer of resources or obligations between the company or its subsidiaries and related parties [1] - The definition of related parties, shareholders, and directors is determined according to laws, regulations, and normative documents [1] Group 2: Transaction Procedures - Related party transactions must be formalized in written agreements, adhering to principles of equality, voluntariness, equivalence, and compensation [2] - The company must take effective measures to prevent related parties from interfering with its operations through monopolistic procurement and sales channels [2] Group 3: Approval Authority - The approval authority for related party transactions is categorized based on the nature and amount of the transaction, with specific thresholds for board and shareholder approval [4][5] - Transactions involving amounts over 300,000 yuan with related natural persons require board approval, while those below this threshold can be decided by the chairman [4] Group 4: Financial Assistance Restrictions - The company is prohibited from providing financial assistance to related parties, except under specific conditions where other shareholders provide equal financial support [5] - Any financial assistance to related affiliated companies must also be approved by a majority of non-related directors [5] Group 5: Disclosure and Voting Procedures - Directors with a related party relationship must disclose the nature and extent of their relationship to the board [6] - Related shareholders are not allowed to participate in voting on related party transactions at shareholder meetings, and their shares are excluded from the total voting rights [19][21]
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
Core Viewpoint - The company has established a comprehensive external guarantee management approach to protect its interests and those of its investors, ensuring risk control and promoting stable development [1]. Group 1: General Principles - The management approach applies to guarantees provided by the company for third parties, including its subsidiaries, for financial activities such as loans and leasing [1]. - The purpose of the management approach is to enhance internal monitoring and risk assessment related to guarantees, aiming to minimize potential losses due to the financial deterioration of the guaranteed parties [1][2]. - The company will not generally provide guarantees for third parties outside its subsidiaries unless approved by authorized internal bodies [2]. Group 2: Approval Procedures - Guarantees must be approved by the board of directors or shareholders in accordance with legal procedures [2]. - The company requires collateral or guarantees from the guaranteed parties to mitigate risks associated with the guarantees provided [2][3]. - Specific guarantee actions exceeding certain thresholds, such as 50% of the latest audited net assets, require shareholder approval [4]. Group 3: Risk Control Measures - The company must conduct a credit assessment of the guaranteed parties, including reviewing financial statements and forecasts [3]. - The finance department is responsible for analyzing the creditworthiness and operational status of the guaranteed parties before making recommendations on guarantees [3]. - The company must manage guarantee contracts diligently, ensuring all documentation is accurate and up-to-date [6]. Group 4: Monitoring and Reporting - The finance department must issue reminders for repayment one month before the debt due date and monitor the financial status of the guaranteed parties regularly [6][7]. - If a guaranteed party fails to meet repayment obligations, the company must take action within ten working days to enforce the guarantees [7]. - The company is required to disclose information if a guaranteed party fails to repay within fifteen trading days or faces bankruptcy [7]. Group 5: Implementation and Amendments - The management approach is subject to approval by the shareholders and can be amended as necessary [8]. - The approach applies to guarantees provided by the company's subsidiaries, ensuring consistency in risk management practices [8].
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]
海天瑞声: 北京海天瑞声科技股份有限公司董事、高级管理人员薪酬管理制度
Zheng Quan Zhi Xing· 2025-08-29 10:24
Core Points - The purpose of the remuneration management system is to standardize the compensation management for directors and senior management, establish effective incentive and restraint mechanisms, and promote the company's performance growth [1] - The system applies to the secretary of the board, technical director, and other personnel specified in the company's articles of association [1] Summary by Sections Management Authority - The remuneration and assessment committee of the board is responsible for formulating assessment standards and remuneration policies for directors and senior management, while the human resources center implements the assessments and calculations [1] - The remuneration for directors and senior management is based on the company's economic performance, with annual remuneration distribution plans submitted to the board for approval [1] Principles to Follow - The principles include responsibility, performance linkage, fairness, performance exceeding targets, comprehensive consideration, and incentive mechanisms [2] Remuneration Standards - Non-independent directors receive remuneration based on their roles and performance, while independent directors receive fixed allowances determined by the shareholders' meeting [2] - Senior management's remuneration consists of basic salary and performance bonuses, with the total annual salary being competitive and subject to annual review [2][3] Salary Structure and Assessment Methods - Basic salary is determined by factors such as business scale, management difficulty, strategic responsibilities, and market salary levels [3] - Performance bonuses have a default base of five times the monthly basic salary, adjusted based on the company's overall performance [3][4] Performance Assessment Goals - Company performance targets are established based on overall strategic goals and historical performance, with the board approving the budget and selecting core indicators for assessment [5][6] Salary Payment Methods - Independent directors' allowances and senior management's basic salaries are paid monthly, while performance bonuses are assessed and paid annually based on performance [6] - Salaries are pre-tax amounts, with deductions for personal income tax and social insurance as applicable [6] Salary Adjustments - The salary system should serve the company's strategic goals and be adjusted according to changes in business conditions [8] - Adjustments are based on industry salary data and may include special rewards or penalties for specific circumstances [7][8]
海天瑞声: 北京海天瑞声科技股份有限公司信息披露事务管理制度
Zheng Quan Zhi Xing· 2025-08-29 10:24
Core Viewpoint - The document outlines the information disclosure management system of Beijing Haitian Ruisheng Technology Co., Ltd, emphasizing the importance of legal, truthful, accurate, complete, and timely information disclosure to ensure fairness among all investors [1][2]. Group 1: General Principles - The company must disclose information that is true, accurate, complete, timely, and fair, avoiding any misleading statements or omissions [1][2]. - Fair information disclosure requires that all investors have equal access to significant undisclosed information [1][2]. - Information must be disclosed without delay, adhering to a two trading day timeframe from the triggering event [2]. Group 2: Responsibilities and Procedures - The chairman of the board is the primary responsible person for information disclosure, while the board secretary manages the disclosure affairs [2][3]. - Any insider must not disclose or leak undisclosed information before it is legally disclosed [2][3]. - The company must publish information on its website and other media, ensuring compliance with regulatory requirements [2][3]. Group 3: Disclosure Standards - The types of disclosure documents include prospectuses, fundraising documents, listing announcements, periodic reports, and temporary reports [4][5]. - Significant information affecting investment decisions must be disclosed in the prospectus, which must be published before securities issuance [4][5]. - Regular reports must be completed and disclosed within specified timeframes: annual reports within four months, semi-annual reports within two months, and quarterly reports within one month after the respective periods [5][6]. Group 4: Major Events and Temporary Reports - The company must immediately disclose temporary reports for significant events that could impact stock trading prices, detailing the event's cause, current status, and potential legal consequences [6][7]. - Major events include significant changes in business direction, major investments, and substantial asset transactions exceeding 30% of total assets [7][8]. Group 5: Confidentiality and Insider Information - The company must ensure confidentiality agreements with individuals who have access to undisclosed information, prohibiting them from leaking such information [19][21]. - Individuals with insider knowledge are prohibited from trading the company's securities based on undisclosed information [21][22]. Group 6: Internal Control and Audit - The company implements an internal audit system to oversee financial management and accounting practices, with the audit committee responsible for communication with external auditors [55][56]. - The internal audit department must report quarterly to the audit committee, ensuring compliance with internal control evaluations [57][58]. Group 7: Investor Relations and Communication - The board secretary is responsible for investor relations activities, ensuring that no one else engages in such activities without consent [59][60]. - The company must maintain records of investor relations activities, including participants, time, location, and content [60][61]. Group 8: Accountability and Penalties - The company holds directors and senior management accountable for failing to report necessary disclosures or for misleading disclosures that result in significant losses [67][68]. - Penalties may include salary reductions, bonus forfeiture, or dismissal for those responsible for disclosure failures [67][68].
海天瑞声: 北京海天瑞声科技股份有限公司融资决策制度
Zheng Quan Zhi Xing· 2025-08-29 10:24
北京海天瑞声科技股份有限公司 融资决策制度 第五条 公司可以在每年度年初由财务部拟定本年度向银行或其他金融机构 借款的额度(包括控股子公司的借款额度),经总经理办公会议讨论通过后,提 交董事会讨论决定;董事会讨论通过后,提交股东会讨论通过。在股东会批准的 年度借款额度内,总经理及财务部门负责办理每笔具体借款。 第三条 公司首次公开发行股票或者发行新股,应由公司董事会讨论通过, 提请股东会依照法定程序审批。 第四条 公司发行公司债券,应由董事会讨论通过,报请股东会依照法定程 序审批。股东会可以授权董事会对发行公司债券作出决议。 第六条 未在批准的年度借款额度中,公司临时向银行或其他金融机构借款 的,由董事会讨论决定。 第七条 公司向银行或其他金融机构借款涉及提供担保的,由相应的批准借 款的机构在批准借款的同时,对担保事项进行审批决定。 第一条 为促进北京海天瑞声科技股份有限公司(以下简称"公司")健康稳 定发展,控制公司融资风险,使公司规范运作,根据《中华人民共和国公司法》、 《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 制度。 第二条 本制度适用于公司下列融资行为的决策: 第九条 ...
海天瑞声: 北京海天瑞声科技股份有限公司董事会议事规则
Zheng Quan Zhi Xing· 2025-08-29 10:24
Core Viewpoint - The document outlines the rules and procedures for the board of directors of Beijing Haotian Ruisheng Technology Co., Ltd., aiming to enhance the effectiveness and scientific decision-making of the board [1]. Group 1: Board Meeting Procedures - The board of directors must hold at least two regular meetings each year, one in each half of the year [3]. - The board office is responsible for handling daily affairs and must consult all directors before forming meeting proposals [4]. - The chairman of the board is responsible for convening and presiding over meetings, and if unable, a director can be elected to do so [7]. Group 2: Proposal Submission and Meeting Notifications - Proposals must fall within the authority of the board as defined in the company’s articles of association, and relevant materials must be submitted alongside [2]. - Meeting notifications must be sent out ten days in advance for regular meetings and three days for temporary meetings, with confirmation required for non-direct delivery methods [8]. - In urgent situations, meetings can be called with immediate notification via phone or other verbal means [8]. Group 3: Attendance and Voting - A quorum requires the presence of more than half of the directors, and those unable to attend must inform the board office in advance [11]. - Directors can delegate their voting rights through a written proxy, which must specify the scope of authority and be signed by the delegating director [4]. - Voting is conducted by written ballot, and each director has one vote, with options for approval, disapproval, or abstention [7]. Group 4: Decision-Making and Record Keeping - Decisions require a majority approval from attending directors, and specific matters may require a higher threshold as per the company’s articles [19]. - Meeting records must include details such as date, attendees, agenda, and voting results, and must be signed by the directors [25]. - The board secretary is responsible for maintaining meeting archives for a minimum of ten years [30].