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悍高集团: 悍高集团股份有限公司关于募投项目延期及使用超募资金用于在建募投项目的公告
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Viewpoint - The company has announced a delay in its fundraising project and plans to use the excess funds raised from its initial public offering (IPO) for ongoing projects, specifically the "Hankao Smart Home Hardware Automation Manufacturing Base" [1][5][9]. Fundraising Overview - The company successfully raised a total of approximately RMB 617.35 million by issuing 40.01 million shares at a price of RMB 15.43 per share, with all funds received by July 25, 2025 [1][2]. - The total amount of excess funds (including interest) is approximately RMB 90.62 million, which will be allocated to the ongoing project [1][6]. Project Delay Details - The company has decided to adjust the timeline for the fundraising projects to reach their intended usable state, now set for December 2026, while maintaining the project scope and funding usage [5][9]. - The delay is attributed to longer installation and debugging periods for automated production lines, fluctuations in industry trends, and changing market demands [5][10]. Use of Excess Funds - The excess funds will be specifically directed towards the "Hankao Smart Home Hardware Automation Manufacturing Base" project, increasing the total investment in this project to approximately RMB 460.62 million [6][7]. - The project aims to enhance the company's research and design capabilities, improve automation in production, and expand existing production capacity [6][8]. Project Investment Justification - The project is deemed necessary to meet the growing market demand and to enhance production efficiency, as the current production lines are nearing full capacity [7][8]. - The project is expected to yield a post-tax internal rate of return of 20.07% and a payback period of approximately 6.94 years [8]. Approval Process - The board of directors and the supervisory board have approved the project delay and the use of excess funds, confirming that these changes will not adversely affect the company's operations or shareholder interests [9][10].
悍高集团: 财务管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
悍高集团股份有限公司财务管理制度 悍高集团股份有限公司 第一章 总 则 第一条 为加强和规范悍高集团股份有限公司(以下称"公司"或"本公司") 财务管理和会计核算工作,维护股东合法权益,依据《中华人民共和国公司法》 《中华人民共和国会计法》 (以下简称"《会计法》")、 《企业会计准则——基本准 则》等法律、法规、规章、规范性文件以及《悍高集团股份有限公司章程》(以 下称"《公司章程》")有关规定,结合公司实际情况,特制定本制度。 第二条 本制度适用于本公司及全资子公司、控股子公司、分公司(以下称 "各分、子公司")。各分、子公司可根据本制度,结合自身实际情况制定实施细 则,并报本公司备案。 第三条 公司的一切财务活动必须遵守国家法律、法规、公司章程及本制度 的规定,如实反映公司财务状况和经营成果,依法计算并缴纳各项税收,接受证 券监管、税务、审计等部门以及股东会、董事会等机构的检查监督。 第二章 财务管理组织体系 第四条 公司的财务管理工作实行统一管理、分级负责原则,财务管理体系 中各层级、各岗位按照相应的职责和权限履行财务管理职责,承担相应的责任。 第五条 公司负责人对本单位财务管理的建立健全、有效实施以 ...
悍高集团: 董事会秘书工作细则
Zheng Quan Zhi Xing· 2025-08-29 17:47
悍高集团股份有限公司董事会秘书工作细则 悍高集团股份有限公司 第一章 总 则 第一条 为促进悍高集团股份有限公司(下称"公司")的规范运作,明确 董事会秘书的职责权限,根据《中华人民共和国公司法》(以下简称"《公司法 "" 》、《深圳证券交易所股票上市规则》(以下简称"《股票上市规则》")及其他 有关法律法规、规范性文件和《悍高集团股份有限公司章程》(以下简称"《公 司章程》")的有关规定,特制定本工作细则。 第二条 公司设董事会秘书 1 名。董事会秘书为公司的高级管理人员,对 董事会负责。 董事会秘书是公司与深圳证券交易所和证券监管部门之间的指定联络人。 董事会秘书应当遵守《公司章程》,承担高级管理人员的有关法律责任,对 公司负有诚信和勤勉义务,不得利用职权为自己或他人谋取利益。 第三条 董事会秘书应当具备履行职责所必需的财务、管理、法律专业知 识,具有良好的职业道德和个人品德。有下列情形之一的人士不得担任公司董 事会秘书: (一)《公司法》规定不得担任董事、监事、高级管理人员的情形; (二)最近三十六个月受到过中国证监会的行政处罚; (三)最近三十六个月受到过证券交易所公开谴责或者三次以上通报批 评; ( ...
悍高集团: 董事、高级管理人员持有和买卖公司股票管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
General Principles - The management system for the holding and trading of company stocks by directors and senior management is established to enhance compliance with relevant laws and regulations [2][3] - The system is based on the Company Law, Securities Law, and various self-regulatory guidelines from the Shenzhen Stock Exchange [2] Holding and Reporting Requirements - Directors and senior management must ensure that their stock holdings are reported accurately and timely to the Shenzhen Stock Exchange [4][5] - They are required to submit personal and family information for reporting within specified timeframes, such as within two trading days after a change in their status [4][5] Restrictions on Trading Company Stocks - Directors and senior management must notify the board secretary of their trading plans in writing before executing any trades [7][8] - There are limits on the amount of stock that can be transferred annually, capped at 25% of their total holdings, with specific exceptions [8][9] Lock-up and Trading Prohibitions - Stocks held by directors and senior management are subject to lock-up periods, with varying conditions based on the time since the company went public [10][11] - Trading is prohibited during certain periods, such as 15 days before the release of annual or semi-annual reports [25][26] Disclosure of Trading Activities - Any changes in stock holdings must be reported within two trading days, including details such as the number of shares before and after the change [13][14] - Directors and senior management must disclose their stock trading plans, including the number of shares and the reasons for trading [23][24] Penalties for Non-compliance - Any profits made from buying and selling company stocks within a six-month period must be returned to the company [21] - The board of directors is responsible for enforcing these rules and may impose penalties for violations [21][22]
悍高集团: 董事会战略委员会工作细则
Zheng Quan Zhi Xing· 2025-08-29 17:47
悍高集团股份有限公司董事会战略委员会工作细则 悍高集团股份有限公司 第四条 战略委员会委员由董事长、二分之一以上独立董事或者全体董事的三 分之一提名,并由董事会选举产生。 第五条 战略委员会设主任委员(召集人)一名,由公司董事长担任,主任委员 负责召集并主持委员会会议,当主任委员不能出席时,应指定一名其他委员代为履行 其职责。 第六条 战略委员会任期与董事会任期一致,委员任期届满,连选可以连任。 期间如有委员不再担任公司董事职务,自动失去委员资格,并由董事会根据上述第四 至第六条规定补足委员人数。 第三章 职责权限 第一章 总则 第一条 为适应悍高集团股份有限公司(以下简称"公司")战略与可持续发展 需要,增强公司核心竞争力和可持续发展能力,确定公司发展规划,健全投资决策程 序,加强决策科学性,提高重大投资决策的效益和决策的质量,完善公司治理结构, 提升管理水平,根据《中华人民共和国公司法》 《上市公司治理准则》等法律、法规、 规范性文件及《悍高集团股份有限公司章程》(以下简称"《公司章程》")有关规 定,公司特设立董事会战略委员会,并制定本细则。 第二条 董事会战略委员会是董事会下设的专门工作机构,主要负责 ...
悍高集团: 董事会薪酬与考核委员会工作细则
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Points - The establishment of the Remuneration and Assessment Committee aims to enhance the governance structure of the company and improve the assessment and remuneration management system for directors and senior management [2][3] - The committee is responsible for researching assessment standards, conducting evaluations, proposing remuneration policies, and supervising the implementation of the remuneration system [2][3][4] Composition - The committee consists of three directors, with a majority being independent directors [3] - The committee is nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [3] - The term of the committee aligns with that of the board, and any member who ceases to be a director automatically loses their committee position [3] Responsibilities and Authority - The committee is tasked with formulating assessment standards for directors and senior management, reviewing remuneration policies, and making recommendations on various matters including remuneration and incentive plans [4][5] - If the board does not fully adopt the committee's recommendations, the reasons must be documented and disclosed [4] - The committee can hire external advisors for professional opinions, with costs covered by the company [4][5] Decision-Making Procedures - The board office is responsible for preparing necessary materials for the committee's decision-making [5][6] - The assessment process includes self-evaluations by directors and senior management, followed by performance evaluations conducted by the committee [6][7] Meeting Rules - The committee must hold at least one meeting annually, with special provisions for urgent matters [8][9] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by majority vote [8][9] - Meeting records must be kept for ten years, and all attendees are bound by confidentiality [8][9] Miscellaneous - Any matters not covered by these rules will follow relevant laws and the company's articles of association [9] - The board holds the interpretation rights of these rules, which take effect upon board approval [9]
悍高集团: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
Core Viewpoint - The document outlines the independent director working system of Hanhigh Group Co., Ltd., aiming to enhance corporate governance, protect minority shareholders' interests, and ensure compliance with relevant laws and regulations [2][3]. Group 1: General Provisions - The 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 [2]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making, supervision, and providing professional advice [2][3]. Group 2: Appointment and Qualifications - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their responsibilities [3]. - The proportion of independent directors on the board must not be less than one-third, and at least one must be a professional accountant [3][4]. Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [17][18]. - They have the authority to independently hire intermediaries for auditing, consulting, or verification of specific company matters [18]. Group 4: Communication and Reporting - Independent directors must maintain communication with minority shareholders and submit annual reports detailing their performance and engagement [31][32]. - The company is required to provide independent directors with timely information and support for their duties [33][34]. Group 5: Compliance and Evaluation - Independent directors must annually self-assess their independence and submit the results to the board for evaluation [6]. - The company must ensure that independent directors are not influenced by major shareholders or related parties, maintaining their objectivity [3][5].
悍高集团: 对外担保管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:47
General Principles - The purpose of the external guarantee management system is to standardize the external guarantee practices of the company, effectively control guarantee risks, and protect financial security and investors' rights [2][3] - External guarantees refer to the company providing guarantees, pledges, or other forms of security for third parties [2] Conditions for Providing External Guarantees - The company can provide guarantees only if the guarantee object meets specific credit conditions, including being a legally established enterprise with good credit and repayment ability [7][8] - The company must conduct a thorough analysis of the credit status of the guarantee object before deciding to provide a guarantee [8][9] Approval Process for External Guarantees - All external guarantees must be approved by the board of directors or the shareholders' meeting [11] - Guarantees exceeding certain thresholds, such as 10% of the company's latest audited net assets, require additional approval from the shareholders' meeting [13][14] Execution and Risk Management - The chairman or authorized personnel must sign guarantee contracts based on board or shareholder resolutions [17] - The finance department is responsible for managing guarantee risks and ensuring timely repayment by the guarantee object [20][21] Information Disclosure - Any department involved in external guarantees must report relevant information to the board secretary [23] - The company must disclose information regarding guarantees if the guarantee object fails to meet repayment obligations or faces bankruptcy [24][25] Responsibilities of Personnel - Directors and senior management who violate the guarantee procedures may face accountability [26][27] - Individuals who neglect their duties leading to company losses may be subject to penalties [28] Miscellaneous - The system will be effective upon approval by the shareholders' meeting and will adhere to relevant laws and regulations [30][31]
悍高集团: 董事会审计委员会工作细则
Zheng Quan Zhi Xing· 2025-08-29 17:47
第二条 审计委员会是董事会下设的专门委员会,行使《公司法》规定的监事 会的职权,对董事会负责,向董事会报告工作。审计委员会主要负责审核公司财务 信息及其披露、监督及评估内外部审计工作和内部控制。 第二章 人员组成 第三条 审计委员会委员由三名董事组成,且应当为不在公司担任高级管理人 员的董事,其中独立董事应当过半数,委员中至少有一名独立董事为会计专业人士。 董事会成员中的职工代表可以成为审计委员会成员。 第四条 审计委员会委员原则上须独立于公司的日常经营管理事务,所有委员 均须具有能够胜任审计委员会工作职责的专业知识和商业经验。 第五条 审计委员会委员由董事长、二分之一以上独立董事或者全体董事的三 分之一提名,并由董事会选举产生。 第六条 审计委员会设主任委员(召集人)一名,由独立董事中会计专业人士 担任,在委员内选举产生,负责主持委员会工作。 悍高集团股份有限公司董事会审计委员会工作细则 悍高集团股份有限公司 第一章 总则 第一条 为强化悍高集团股份有限公司(以下简称"公司")董事会决策功能, 做到事前审计、专业审计,确保董事会对经理层的有效监督,完善公司治理结构, 根据《中华人民共和国公司法》(以下简称" ...
悍高集团: 董事会提名委员会工作细则
Zheng Quan Zhi Xing· 2025-08-29 17:47
General Provisions - The company establishes a Board Nomination Committee to improve its governance structure in accordance with relevant laws and regulations [1] - The committee is responsible for researching selection criteria and procedures for directors and senior management, as well as reviewing and recommending qualified candidates [1] Composition of the Committee - The Nomination Committee consists of three directors, with a majority being independent directors [2] - Members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] - The committee has a chairperson who is an independent director, elected from among its members [2] Responsibilities and Authority - The committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management [2] - If the board does not fully adopt the committee's recommendations, it must document the reasons for non-adoption in its resolutions [2] - The committee may hire external advisors for professional opinions, with costs covered by the company [2] Decision-Making Procedures - The committee must research the selection criteria and procedures for directors and senior management based on relevant laws and the company's actual situation [3] - The selection process includes communication with relevant departments, gathering candidate information, and obtaining consent from nominees [3] Meeting Rules - Meetings require a three-day notice to all members, with provisions for urgent meetings [3] - A quorum of two-thirds of the members is needed for meetings, and decisions require a majority vote [3] - Meetings can be held in person or via communication methods, and records must be kept for ten years [3] Confidentiality and Compliance - All attendees of the meetings are bound by confidentiality regarding the discussed matters [4] - The committee's procedures and decisions must comply with relevant laws and the company's articles of association [4] Miscellaneous - Any issues not covered by these rules will follow national laws and the company's articles of association [4] - The board holds the authority to interpret these rules, which take effect upon board approval [4]