Shenzhen Highpower Technology (001283)

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豪鹏科技: 投资者关系管理制度
Zheng Quan Zhi Xing· 2025-07-02 16:25
Core Viewpoint - The company establishes a comprehensive investor relations management system to enhance communication with investors, protect their rights, and improve corporate governance and overall value [1][2]. Group 1: Principles of Investor Relations Management - Compliance Principle: The company must conduct investor relations management in accordance with laws, regulations, and industry standards [2]. - Equality Principle: The company should treat all investors equally, especially facilitating participation for small and medium investors [2]. - Proactivity Principle: The company should actively engage in investor relations activities and respond to investor feedback [2]. - Honesty and Integrity Principle: The company must emphasize integrity and responsible operation in its investor relations activities [2]. Group 2: Content and Methods of Investor Relations Management - Key Communication Content: The company communicates various aspects including development strategy, legal disclosures, management information, and investor rights [4]. - Multi-channel Approach: The company utilizes various platforms such as its website, social media, and direct communication methods to engage with investors [5][6]. - Timely Disclosure: Information that must be disclosed according to regulations should be published immediately on designated platforms [6]. Group 3: Organization and Responsibilities - Investor Relations Management Leader: The company’s board secretary is responsible for overseeing investor relations activities [8]. - Required Skills: Personnel involved in investor relations should possess good character, professional knowledge, and communication skills [8]. - Responsibilities: The investor relations team is tasked with handling investor inquiries, complaints, and suggestions, and providing regular feedback to the board [9]. Group 4: Interactive Platform Management - Information Release Requirements: The company must ensure that information shared on the interactive platform is truthful, accurate, and not misleading [12]. - Fairness in Communication: The company should not selectively disclose information and must respond to all investor inquiries fairly [12]. - Risk Awareness: The company should inform investors of uncertainties and risks associated with the information shared [13].
豪鹏科技: 股东会议事规则
Zheng Quan Zhi Xing· 2025-07-02 16:25
Core Points - The company establishes rules to regulate the behavior of Shenzhen Haopeng Technology Co., Ltd. and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company emphasizes equal treatment of all shareholders and prohibits any manipulation of voting results that could harm shareholders' legal rights [1][2] - The company outlines the powers of the shareholders' meeting, including the election of directors, approval of significant asset transactions, and other key decisions [2][3] Chapter Summaries General Provisions - The company must convene shareholders' meetings in accordance with laws and regulations, ensuring shareholders can exercise their rights [1] - The board of directors is responsible for organizing the meetings and ensuring they are held on time [1][2] Shareholders' Meeting Regulations - Shareholders' meetings are categorized into annual and temporary meetings, with specific timelines for their convening [2][6] - The company must report to the Shenzhen Stock Exchange if it cannot hold a meeting within the stipulated time [2] Powers of the Shareholders' Meeting - The shareholders' meeting has the authority to elect and replace directors, approve significant asset transactions, and decide on other important matters [2][3][4] - Specific thresholds for transactions requiring shareholder approval are established, such as transactions exceeding 30% of the company's audited total assets [4][5] Temporary Shareholders' Meetings - Conditions under which a temporary shareholders' meeting must be convened are specified, including requests from shareholders holding more than 10% of shares [6][8] Proposals and Notifications - Proposals for the shareholders' meeting must be within the scope of the meeting's powers and clearly defined [10][18] - Notifications for meetings must include essential details such as time, location, and agenda items [22][23] Voting and Resolutions - Resolutions can be ordinary or special, with different voting thresholds required for each type [42][43] - The company must ensure that voting procedures are transparent and that results are promptly disclosed [57][66] Post-Meeting Matters - Decisions made during the shareholders' meeting must be announced in a timely manner, including details of the voting results [64][67] - The company is required to maintain records of the meeting for a minimum of 10 years [66][68]
豪鹏科技: 财务负责人管理制度
Zheng Quan Zhi Xing· 2025-07-02 16:25
深圳市豪鹏科技股份有限公司 第一章 总则 第一条 为规范深圳市豪鹏科技股份有限公司(以下简称"公司")财务 负责人的行为,提高公司财务工作质量,加强公司财务监督,健全公司内部监 控机制,保障公司规范运作和健康发展,根据《中华人民共和国公司法》《中 华人民共和国会计法》《中华人民共和国证券法》《深圳证券交易所股票上市 规则》等法律法规及《深圳市豪鹏科技股份有限公司章程》(以下简称《公司 章程》)等有关规定,制定本制度。 第二条 财务负责人是对公司财务、会计活动进行管理和监督的高级管理 人员。财务负责人对公司所有财务数据、财务报告的真实性、合法性、完整 性、及时性负责,向总经理、董事会及董事会审计委员会报告工作。 第三条 财务负责人必须按照国家有关法律、法规和制度,认真履行职 责,切实维护全体股东的利益。 第二章 任职资格和条件 第六条 财务负责人任职资格和条件如下: (一)具有高度的敬业精神,有良好的职业道德和职业操守,坚持原则, 遵纪守法,具有高度的责任心和团队合作意识,维护公司、投资者的利益,身 体健康,能胜任本职工作; (二)具有 5 年以上大中型企业全面财务管理工作经验,财务或会计专业 本科及以上学历, ...
豪鹏科技: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-02 16:25
第一条 为进一步完善深圳市豪鹏科技股份有限公司(以下简称"公司") 的治理结构,促进公司规范运作,为独立董事履职创造良好的工作环境,根据《中 华人民共和国公司法》 《上市公司独立董事管理办法》 (以下简称《管理办法》)、 《上市公司治理准则》《深圳证券交易所股票上市规则》《深圳证券交易所上市 公司自律监管指引第 1 号—主板上市公司规范运作》等法律、法规以及规范性文 件和《深圳市豪鹏科技股份有限公司章程》(以下简称《公司章程》)的相关规 定,制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务,并与公司及其 主要股东、实际控制人不存在直接或者间接利害关系,或者其他可能影响其进行 独立客观判断关系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务,并应当按照相 关法律法规、中国证券监督管理委员会(以下简称"中国证监会")、深圳证券 交易所(以下简称"深交所")业务规则、《公司章程》和本制度的要求,认真 履行职责,在董事会中发挥参与决策、监督制衡、专业咨询作用,维护公司整体 利益,保护中小股东合法权益。 第四条 独立董事应当独立履行职责,不受公司主要股东、实际控制人或者 其他与公司存在利害关 ...
豪鹏科技: 董事会薪酬与考核委员会议事规则
Zheng Quan Zhi Xing· 2025-07-02 16:25
Core Points - The company establishes a remuneration and assessment management system for its directors and senior management to enhance governance structure and create a scientific incentive mechanism [1][10] - The Remuneration and Assessment Committee is responsible for researching and formulating remuneration policies and assessment standards for directors and senior management [1][3] Group 1: Committee Structure - The Remuneration and Assessment Committee consists of three directors, with independent directors making up the majority [2] - The committee is elected by the board and has a term that aligns with the current board's term [2][6] - If the number of committee members falls below the required amount, the board must promptly supplement the committee [2][6] Group 2: Responsibilities and Authority - The committee is responsible for assessing directors and senior management, reviewing remuneration policies, and supervising the execution of the remuneration system [3][10] - The committee must submit its proposals to the board for review and approval, including remuneration plans and stock incentive programs [4][12] - The board is expected to respect the committee's recommendations unless there is sufficient reason not to [13] Group 3: Meeting Procedures - The committee meetings can be held regularly or irregularly, with a notice period of three days [5] - A quorum for meetings requires attendance from at least two-thirds of the committee members [19][26] - Meeting decisions must be recorded in writing and reported to the board [26][28] Group 4: Confidentiality and Compliance - Committee members are obligated to maintain confidentiality regarding company information until it is publicly disclosed [18] - The rules established by the committee must comply with national laws and the company's articles of association [10][29]
豪鹏科技: 董事、高级管理人员薪酬管理制度
Zheng Quan Zhi Xing· 2025-07-02 16:25
Summary of Shenzhen Haopeng Technology Co., Ltd. Compensation Management System Core Viewpoint The company aims to establish a scientific and effective compensation management system for its directors and senior management to enhance motivation and ensure the achievement of strategic development goals. Group 1: Principles of Compensation Management - The compensation system reflects income levels that align with the company's scale and performance, as well as external compensation levels [2] - It emphasizes long-term interests, aligning with the company's sustainable and healthy development goals [2] - The system balances incentives and constraints, linking compensation to performance assessments and penalties [2] Group 2: Structure and Determination of Compensation - The Board of Directors and the Compensation and Assessment Committee are responsible for formulating and reviewing compensation policies for directors and senior management [3] - The shareholders' meeting is responsible for reviewing the compensation system, and independent directors must monitor compliance with relevant regulations [3][4] - Compensation for senior management consists of basic salary, performance-based pay, incentive pay (if applicable), and other allowances [4] Group 3: Payment and Adjustment of Compensation - Compensation and allowances for directors and senior management are paid monthly, with performance pay distributed based on assessment cycles [5] - The compensation system should adapt to changes in the company's operational status to support strategic objectives [6] - The Compensation and Assessment Committee can propose adjustments to compensation standards, subject to approval by the Board or shareholders [6]
豪鹏科技: 舆情管理制度
Zheng Quan Zhi Xing· 2025-07-02 16:25
Core Viewpoint - The company has established a comprehensive system for managing public opinion to effectively respond to various types of public sentiment and mitigate their impact on stock prices and business reputation [1][2]. Group 1: Public Opinion Management Framework - The company defines public opinion as negative media coverage, rumors, and information that could affect investor sentiment and stock price fluctuations [1]. - Public opinion is categorized into major public opinion, which significantly impacts the company's image and operations, and general public opinion, which is less severe [1][2]. - A public opinion management leadership group is formed, led by the chairman, to oversee the handling of significant public opinion issues [2]. Group 2: Responsibilities and Procedures - The public opinion management group is responsible for assessing the impact of public sentiment, coordinating external communications, and reporting to regulatory bodies [2][3]. - The company emphasizes timely and accurate reporting of public sentiment by all departments, ensuring that information is communicated effectively and truthfully [4][5]. - A structured reporting process is established for public sentiment, requiring immediate escalation to the board secretary upon awareness of any public opinion [5]. Group 3: Principles and Measures for Handling Public Sentiment - The company adopts principles of timely response, sincere communication, objective disclosure, and systematic operation in managing public sentiment [6]. - For major public sentiment issues, the company will investigate the situation, communicate with media, and maintain open channels with investors to mitigate misinformation [6][7]. - The company reserves the right to take legal action against media that disseminate false information that harms its reputation [8]. Group 4: Confidentiality and Accountability - Employees and stakeholders are required to maintain confidentiality regarding sensitive information and are subject to penalties for breaches that result in company losses [8][9]. - The company retains the right to pursue legal action against media that spread false or misleading information that negatively impacts its public image [9]. Group 5: Implementation and Review - The public opinion management system will be implemented upon approval by the board and will be subject to review and revision as necessary [10].
豪鹏科技: 重大信息内部报告制度
Zheng Quan Zhi Xing· 2025-07-02 16:25
Core Viewpoint - The document outlines the internal reporting system for significant information at Shenzhen Haopeng Technology Co., Ltd, ensuring timely and accurate disclosure of information that may impact stock trading prices and protect investors' rights [2][3]. Group 1: Internal Reporting System - The internal reporting system is designed to ensure that relevant personnel report significant information that could affect the company's stock price to the board of directors and the board secretary promptly [2][3]. - Reportable personnel include company directors, senior management, department heads, controlling shareholders, and other stakeholders holding more than 5% of shares [2][3]. Group 2: Scope of Significant Information - Significant information includes matters to be submitted to the board for review, major transactions exceeding 10% of audited annual revenue or net profit, and any financial assistance or guarantees provided [3][4]. - Other reportable events include major litigation, administrative penalties, and significant changes in company structure or operations [5][6]. Group 3: Reporting Procedures - Reportable personnel must notify the board secretary via phone, fax, or email upon becoming aware of significant information, followed by submitting written documentation [9][10]. - The board secretary is responsible for analyzing reported information and determining if disclosure obligations are met, subsequently reporting to the board for necessary actions [9][10]. Group 4: Management and Responsibilities - The company implements a real-time reporting system to ensure timely and accurate reporting of significant information [14][15]. - The general manager and senior management are responsible for promoting the collection and reporting of significant information across departments [16][17]. Group 5: Accountability - Failure to report significant information in a timely manner may result in disciplinary actions against responsible personnel, including potential termination and liability for damages [11][12].
豪鹏科技: 关于2025年第二季度可转换公司债券转股情况的公告
Zheng Quan Zhi Xing· 2025-07-02 16:24
Core Viewpoint - The announcement details the conversion of convertible bonds into shares of Haopeng Technology, highlighting the bond issuance, conversion terms, and the impact on the company's share capital structure [1][2][4]. Group 1: Convertible Bond Issuance - The company issued 11 million convertible bonds with a total fundraising amount of RMB 1.1 billion, each with a face value of RMB 100, and a maturity period of 6 years [1]. - The bonds were approved by the China Securities Regulatory Commission and began trading on January 11, 2024 [2]. Group 2: Conversion Terms - The conversion period for the bonds starts on June 28, 2024, and ends on the maturity date in 2029, allowing bondholders to convert their bonds into shares [2]. - The initial conversion price was set at RMB 50.65 per share, which is subject to adjustments based on specific conditions outlined in the offering documents [3]. Group 3: Share Capital Changes - As of June 30, 2025, the total share capital decreased from 81,996,137 shares to 80,610,011 shares due to the cancellation of 1,386,126 shares related to the bond conversion [8]. - The conversion of bonds will not dilute existing shareholders' equity as the company plans to use repurchased shares for the conversion process [7]. Group 4: Other Matters - Investors seeking detailed terms of the convertible bonds are directed to the offering document published on December 20, 2023 [9].
豪鹏科技(001283) - 关于2025年第二季度可转换公司债券转股情况的公告
2025-07-02 10:47
| 证券代码:001283 | 证券简称:豪鹏科技 公告编号:2025-045 | | --- | --- | | 债券代码:127101 | 债券简称:豪鹏转债 | 深圳市豪鹏科技股份有限公司 关于 2025 年第二季度可转换公司债券转股情况的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚 假记载、误导性陈述或重大遗漏。 特别提示: 1、证券代码:001283,证券简称:豪鹏科技 2、债券代码:127101,债券简称:豪鹏转债 3、转股价格:50.27 元/股 4、转股期限:2024 年 6 月 28 日至 2029 年 12 月 21 日 根据《深圳证券交易所股票上市规则》和《深圳证券交易所上市公司自律监 管指引第 15 号——可转换公司债券》的有关规定,深圳市豪鹏科技股份有限公 司(以下简称"公司")现将 2025 年第二季度可转换公司债券转股及公司总股 本变化情况公告如下: 一、可转换公司债券基本情况 (一)可转换公司债券发行情况 经中国证券监督管理委员会(以下简称"中国证监会")出具的《关于同意 深圳市豪鹏科技股份有限公司向不特定对象发行可转换公司债券注册的批复》 (证监许可 ...