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广博股份: 关于召开2025年第二次临时股东大会通知的公告
Zheng Quan Zhi Xing· 2025-08-22 16:24
Meeting Information - The company will hold its second extraordinary general meeting of shareholders for 2025 on September 10, 2025, at 14:30 [1] - The meeting will include both on-site and online voting options for shareholders [2] - Online voting will be available from 9:15 AM to 3:00 PM on the same day [1] Voting Procedures - Shareholders can choose either on-site voting or online voting, but not both for the same proposal [2] - Proposals requiring approval include those needing two-thirds majority and others needing a simple majority [3] - The voting results will be disclosed separately for minority investors [3] Registration and Attendance - All shareholders registered by the close of trading on September 5, 2025, are eligible to attend the meeting [2] - Various parties, including directors, supervisors, and legal representatives, may also attend [2] Proposals for Discussion - The meeting will discuss multiple proposals, including the establishment of a financial assistance management system and amendments to the company's articles of association [3][10] - Specific proposals include revisions to governance systems and management rules [10] Voting Process for Online Participation - Detailed procedures for online voting will be provided, ensuring shareholders can participate effectively [7][8]
广博股份: 关于制定、修订公司部分治理制度的公告
Zheng Quan Zhi Xing· 2025-08-22 16:24
Group 1 - The company aims to enhance its corporate governance structure and optimize internal control systems to improve operational standards [1] - The company has revised and established several governance systems in compliance with relevant laws and regulations [1] - The specific governance system revised includes the "Management System for Directors and Senior Management Personnel Holding and Trading Company Stocks," which was submitted for shareholder meeting approval [1]
广博股份: 关于修订《公司章程》并取消监事会的公告
Zheng Quan Zhi Xing· 2025-08-22 16:24
Core Viewpoint - Guangbo Group Co., Ltd. plans to amend its Articles of Association to abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors, in compliance with the latest regulatory requirements [1][2]. Summary by Sections Amendment of Articles of Association - The company will no longer establish a supervisory board and supervisory positions, with the audit committee of the board taking over the supervisory functions as stipulated by the Company Law [1][2]. - Relevant provisions in the Articles of Association will be revised accordingly, and the rules related to the supervisory board will be abolished upon approval by the shareholders' meeting [1][2]. Current Supervisory Board Responsibilities - Until the shareholders' meeting approves the cancellation of the supervisory board, the current supervisory board will continue to fulfill its supervisory duties diligently, overseeing the company's operations, finances, and the performance of directors and senior management [2]. Comparison of Articles of Association Before and After Amendment - The comparison highlights changes in terminology, such as "manager" and "financial director" being revised to "deputy manager" and "financial responsible person" respectively [2]. - Non-material revisions that do not involve substantial content changes are not detailed in the comparison [2].
广博股份: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:17
General Provisions - The company establishes a management system for the resignation of directors and senior management to ensure governance stability and protect the rights of the company and its shareholders [1] - This system applies to directors (including independent directors) and senior management who leave due to term expiration, resignation, dismissal, or other reasons [1] Resignation Circumstances and Procedures - Directors and senior management can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company, and the company must disclose this within two trading days [3] - If certain conditions are met, such as failure to timely re-elect directors or resignation leading to insufficient board members, the original directors must continue to perform their duties until new directors are appointed [2][3] Responsibilities and Obligations After Resignation - Directors and senior management must complete all handover procedures within five working days of their official departure, including the transfer of unfinished matters and relevant documents [3] - After leaving, they must cooperate with the company in follow-up investigations related to significant matters during their tenure and fulfill any public commitments made while in office [4] Share Transfer Restrictions - Directors and senior management are restricted from transferring more than 25% of their shares within six months after their term ends, and they cannot transfer shares within six months after leaving the company [5] - They must report their personal information to the company within two trading days after resignation [5] Confidentiality and Liability - The obligation to maintain confidentiality regarding the company's trade secrets remains effective after resignation until the information becomes public [6] - Directors and senior management are liable for any losses caused to the company due to unauthorized resignation or violations of relevant laws and regulations [6]
广博股份: 2025年半年度财务报告
Zheng Quan Zhi Xing· 2025-08-22 16:17
Financial Overview - The company reported a total revenue of CNY 1,171,280,703.28 for the first half of 2025, an increase from CNY 1,144,056,454.50 in the same period of 2024, reflecting a growth of approximately 2.4% [4] - The total operating costs for the first half of 2025 were CNY 1,098,928,431.79, compared to CNY 1,065,511,634.49 in the previous year, indicating an increase of about 3.1% [4] - The net profit for the first half of 2025 was CNY 163,934,690.48, significantly higher than CNY 26,889,310.31 in the first half of 2024, showing a substantial increase [6] Asset and Liability Position - Total assets at the end of the reporting period amounted to CNY 2,152,098,443.49, down from CNY 2,260,189,759.75 at the beginning of the period [2] - Current assets totaled CNY 1,674,974,869.41, an increase from CNY 1,523,544,141.78 at the start of the period [2] - Total liabilities decreased to CNY 998,569,219.73 from CNY 1,205,549,506.95, indicating a reduction in the company's debt levels [2] Cash Flow Analysis - The net cash flow from operating activities was negative at CNY -68,750,121.20 for the first half of 2025, compared to CNY -27,662,955.24 in the same period of 2024, indicating a worsening cash flow situation [6] - Cash flow from investing activities showed a net inflow of CNY 198,037,636.83, a significant increase from CNY 10,773,423.88 in the previous year [7] - Cash flow from financing activities resulted in a net inflow of CNY 82,935,407.47, contrasting with a net outflow of CNY -138,049,302.53 in the first half of 2024 [7] Equity and Shareholder Information - The total equity attributable to shareholders was CNY 1,153,529,223.76, up from CNY 1,054,640,252.80 at the beginning of the period [2] - The company reported a basic earnings per share of CNY 0.1444 for the first half of 2025, compared to CNY 0.1370 in the same period of 2024 [5]
广博股份: 外汇衍生品交易业务管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
Core Points - The document outlines the management system for foreign exchange derivative trading at Guangbo Group Co., Ltd, aiming to standardize operations and enhance risk management [1][2][3] Group 1: General Principles - The foreign exchange derivative trading is defined as transactions aimed at mitigating exchange rate or interest rate risks based on the company's foreign currency payment and receipt needs [1] - The trading activities must comply with national laws and regulations, adhering to principles of legality, prudence, safety, and effectiveness [2][3] - The company is prohibited from engaging in speculative or illegal arbitrage trading [2] Group 2: Trading Approval Authority - The management must provide a feasibility analysis report for derivative trading, which requires board approval before execution [3][4] - If the expected margin and premium exceed 50% of the latest audited net profit or 5 million RMB, shareholder approval is also required [4] - Any derivative trading that exceeds board authority must be approved by the shareholders' meeting [4][5] Group 3: Management and Implementation - The finance department is responsible for the implementation and management of foreign exchange derivative trading, ensuring compliance with internal control systems [6][7] - The finance department must establish appropriate stop-loss limits and procedures for different types of derivatives [6][7] - Regular audits and checks on the progress of derivative trading projects are mandated to ensure compliance and risk management [7][8] Group 4: Information Disclosure - The company is required to disclose relevant information regarding foreign exchange derivative activities in accordance with regulations from the China Securities Regulatory Commission and the Shenzhen Stock Exchange [7][8] - The board must continuously monitor the execution and safety of derivative trading, taking immediate action in case of significant losses [7]
广博股份: 总经理工作制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
Core Points - The document outlines the management system for the General Manager of Guangbo Group Co., Ltd, aiming to establish a modern corporate governance structure and improve decision-making efficiency [1][9] - The General Manager is responsible for daily operations and management under the Board of Directors, ensuring compliance with laws and company regulations [1][3] Section Summaries General Provisions - The company appoints one General Manager, who can be reappointed, and may also have Vice General Managers and a Chief Financial Officer [1] - The General Manager must adhere to legal and regulatory requirements and fulfill duties with integrity and diligence [1] Qualifications and Dismissal Procedures - The General Manager must possess extensive economic and management knowledge, experience, and the ability to motivate employees and manage relationships [2] - Specific disqualifications for the General Manager include criminal convictions related to corruption or financial misconduct, bankruptcy involvement, and being listed as a dishonest debtor [2] Responsibilities and Authority - The General Manager is responsible for the company's daily operations, implementing Board decisions, and reporting to the Board [3][4] - Key responsibilities include organizing annual business plans, proposing management structures, and approving internal assessment schemes [4][5] General Manager Meetings - Regular meetings are held to discuss major operational and management issues, with the General Manager leading these meetings [6][7] - The meetings cover strategic goals, financial plans, and employee compensation, among other important topics [7] Reporting System - The General Manager must regularly report significant operational matters to the Board, using both oral and written formats as required [8][9] - The reporting system ensures transparency and accountability in the company's management practices [8]
广博股份: 内幕信息知情人登记管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
Core Viewpoint - The company has established a management system for insider information to enhance governance, ensure fair information disclosure, and prevent insider trading and abuse of control rights [2][3]. Group 1: Insider Information Management - The board of directors is responsible for managing insider information, with the chairman as the main responsible person [2]. - The company prohibits any department or individual from disclosing insider information without board approval [3]. - Insider information includes significant changes in business strategy, major investments, important contracts, and other events that could materially affect the company's financial status or stock price [5][6]. Group 2: Scope of Insider Information and Insiders - Insider information is defined as non-public information that could significantly impact the company's stock price, including operational changes, major asset transactions, and significant losses [5][6]. - Insiders include directors, senior management, shareholders with over 5% ownership, and others who can access insider information due to their roles or relationships [6][7]. Group 3: Disclosure and Record-Keeping Procedures - The company must maintain a record of insiders and submit this information to the stock exchange within five trading days after public disclosure of insider information [12]. - The record must include details such as names, identification numbers, positions, and the nature of the insider information [12][13]. - The company is required to keep records for at least ten years and ensure the accuracy and completeness of the information submitted [12][13]. Group 4: Confidentiality and Accountability - Insiders are obligated to maintain confidentiality and are prohibited from trading based on insider information before it is publicly disclosed [12][13]. - The company must conduct self-checks on insider trading activities and take action against any violations, including potential legal consequences for serious breaches [12][13].
广博股份: 重大信息内部报告制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
Core Points - The document outlines the internal reporting system for significant information at Guangbo Group Co., Ltd, ensuring timely and accurate disclosure to protect investors' rights [1][2] - The internal reporting system applies to the company, subsidiaries, and affiliated companies, mandating that relevant personnel report significant information to the chairman and board secretary immediately [1][2] Group 1: Definition and Scope of Significant Information - Significant information includes periodic reports, matters for board review, transaction matters, and related party transactions, among others [2][3] - Specific thresholds for reporting include transactions exceeding 10 million yuan or 10% of audited annual revenue or net profit [2][3] Group 2: Reporting Procedures - Personnel with reporting obligations must report significant information to the chairman and board secretary immediately, followed by written documentation within 24 hours [6] - The board secretary is responsible for analyzing reported information and ensuring compliance with disclosure obligations [5] Group 3: Management and Responsibilities - The company implements a real-time reporting system, requiring all departments and subsidiaries to report significant information accurately and promptly [5][6] - The first responsible person for internal reporting is designated, and department heads are tasked with collecting and organizing significant information [6] Group 4: Confidentiality and Accountability - Individuals aware of undisclosed significant information have a confidentiality obligation until the information is publicly disclosed [6] - Failure to report significant information in a timely manner may result in accountability for the responsible personnel, including potential disciplinary actions [6]
广博股份: 委托理财管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:16
Core Viewpoint - The company has established a set of regulations for entrusted financial management to ensure the safety of its funds and assets, effectively prevent investment risks, and protect the legal rights of shareholders and the company [1]. Group 1: General Principles - The company defines entrusted financial management as the act of delegating investment and management of its assets to qualified financial institutions [1]. - The company's subsidiaries are treated as part of the company's entrusted financial management activities and must adhere to the same approval processes [1]. - The company is prohibited from using entrusted financial management to circumvent necessary asset purchase or investment review procedures [1]. Group 2: Operational Rules for Entrusted Financial Management - The company must select qualified financial institutions with good credit and financial status for entrusted financial management and sign written contracts detailing the investment amount, duration, and responsibilities [2]. - Entrusted financial management aims to enhance the efficiency of fund usage and increase cash asset returns while ensuring safety and liquidity [2]. - The company must establish entrusted financial management accounts in its name and cannot use other companies' or personal accounts for related activities [2]. Group 3: Approval Authority and Information Disclosure - The approval process for entrusted financial management must comply with relevant laws and the company's internal regulations [3]. - The company must disclose information regarding entrusted financial management within two trading days after relevant decisions are made by the board or shareholders [3][4]. - If the entrusted financial management amount exceeds 10% of the company's latest audited net assets and is over 10 million RMB, it requires board approval and timely disclosure [4]. Group 4: Management of Financial Activities - The finance department is responsible for the execution of entrusted financial management, including content review and risk assessment [6][7]. - The audit department will supervise and audit the entrusted financial management activities quarterly, ensuring compliance with approval and operational procedures [7]. - Confidentiality measures must be adhered to by all personnel involved in entrusted financial management to protect sensitive information [8]. Group 5: Risk Reporting and Handling Procedures - The finance department must report any adverse factors or uncertainties to the financial head and, if necessary, to the board for further decisions [8]. - The company must disclose any significant risks related to financial products and the measures taken to ensure fund safety [6]. Group 6: Other Matters - The regulations will be implemented upon approval by the company's board and may be revised as necessary based on actual work conditions [8].