汇洲智能技术集团股份有限公司 章程修订对照表 （2025 年 11 月） 汇洲智能技术集团股份有限公司（以下简称"本公司"或"公司"）于 2025 年 11 月 28 日召开第八届董事会第二十次临时会议，审议通过了《关于修改<公司 章程>及其附件的议案》，根据《中华人民共和国公司法》《中华人民共和国证 券法》《上市公司章程指引》《深圳证券交易所股票上市规则》等相关法律法规 及规范性文件，结合公司实际，对《汇洲智能技术集团股份有限公司章程》（以 下简称《公司章程》）部分条款进行修订，具体如下： 1、相关条款"股东大会"的表述统一修订为"股东会"，相关修订因所涉 及条目众多，原《公司章程》的相关条款仅涉及前述修订，不再逐条列示。 2、删除《公司章程》原"第七章监事会"；相关条款所涉上市公司的"监 事会"修改为"审计委员会"或删除"监事会"（含前后标点符号）；删除相关 条款所涉上市公司的"监事"（含前后标点符号），不再逐条列示。 3、单项条款若不涉及实质性修订，包括但不限于如因删减、合并和新增部 分条款导致的条款编号变化、援引条款序号的相应调整、标点符号及格式的调整 等，不再逐条列示。 | 原《公司章程》条款 | ...

证券代码：002122 证券简称：ST汇洲 公告编号：2025-064 | 18 | 证券投资与衍生品交易管 | 证券投资、期货和衍 | 修订 | 否 | | --- | --- | --- | --- | --- | | | 理制度 | 生品交易管理制度 | | | | 19 | 与专业投资机构共同投资 及合作管理制度 | 不变 | 修订 | 否 | | 20 | 内幕信息知情人登记管理 制度 | 不变 | 修订 | 否 | | 21 | 股份变动管理制度 | 不变 | 修订 | 否 | | 22 | 内部控制管理制度 | 不变 | 修订 | 否 | | 23 | 附属机构管理制度 | 不变 | 修订 | 否 | | 24 | 董事会专门委员会工作规 程 | 不变 | 修订 | 否 | | 25 | 重大信息内部报告制度 | 不变 | 修订 | 否 | | 26 | 年报披露重大差错责任追 究制度 | 不变 | 修订 | 否 | | 27 | 计提资产减值准备和资产 | 不变 | 修订 | 否 | | | 核销管理制度 | | | | | 28 | 反舞弊管理制度 | 不变 | 修订 | 否 | | 29 ...

Core Viewpoint - ST Huizhou received a fine of 5 million yuan due to false reporting in its annual reports for 2019 and 2020, involving inflated revenues and profits from its subsidiaries [1] Summary by Relevant Sections Regulatory Actions - The company was officially notified of the administrative penalty on November 18, which includes a warning and a fine of 5 million yuan [1] - The regulatory body found that the company’s subsidiaries engaged in false advertising and other deceptive practices, leading to inflated financial figures [1] Financial Misstatements - For the years 2019 and 2020, ST Huizhou's subsidiaries reported inflated revenues of 59.90 million yuan and 96.89 million yuan, respectively, which accounted for 5.08% and 13.42% of the reported amounts for those years [1] - The total inflated profit for the same years was 14.16 million yuan and 17.77 million yuan, representing 0.88% and 8.72% of the reported profit figures [1] Company Response - ST Huizhou stated that it has corrected the accounting errors identified in the administrative penalty decision and confirmed that it does not fall under the circumstances that would trigger mandatory delisting due to major violations [1]

Core Points - ST Huizhou (002122.SZ) received an administrative penalty decision on November 18 due to false reporting in its annual reports for 2019 and 2020 [1] - The regulatory investigation revealed that ST Huizhou's subsidiaries engaged in fictitious business activities, resulting in inflated revenues and profits [1] Financial Impact - The subsidiaries reported inflated revenues of 59.90 million yuan and 96.89 million yuan for 2019 and 2020, respectively, accounting for 5.08% and 13.42% of the reported amounts [1] - The inflated total profits amounted to 14.16 million yuan and 17.77 million yuan for the same years, representing 0.88% and 8.72% of the reported figures [1] Regulatory Actions - The regulatory body issued a warning to ST Huizhou and imposed a fine of 5 million yuan [1] - Relevant responsible individuals received warnings and fines as well [1] Company Response - ST Huizhou stated that it has corrected the accounting errors mentioned in the administrative penalty decision and confirmed that it does not fall under the circumstances for mandatory delisting due to major violations [1]

Group 1 - ST Huizhou received an administrative penalty of 5 million yuan from the Zhejiang Securities Regulatory Bureau, with four executives fined a total of 8 million yuan [1][2] - The investigation revealed that from 2019 to 2020, the company's subsidiaries engaged in false advertising and other deceptive practices, leading to inflated revenues and profits [1] - Specifically, the subsidiaries inflated revenues by 59.9 million yuan in 2019 and 96.89 million yuan in 2020, accounting for 5.08% and 13.42% of reported figures, respectively [1] - The inflated profits totaled 14.16 million yuan in 2019 and 17.77 million yuan in 2020, representing 0.88% and 8.72% of the reported amounts [1]

Core Viewpoint - Huizhou Intelligent Technology Group Co., Ltd. has been penalized by the China Securities Regulatory Commission (CSRC) for false financial disclosures, leading to significant financial misstatements in 2019 and 2020 [2][3]. Summary by Sections Administrative Penalties - The CSRC found that Huizhou Intelligent's subsidiaries engaged in false advertising and inflated revenue, resulting in a cumulative revenue inflation of 59.90 million yuan and 96.89 million yuan for 2019 and 2020, respectively, which accounted for 5.08% and 13.42% of reported figures [2]. - The inflated profits totaled 14.16 million yuan and 17.77 million yuan for the same years, representing 0.88% and 8.72% of the reported profit [2]. Legal Implications for Investors - Investors affected by the false disclosures can seek civil compensation for losses incurred due to the company's actions, including differences in investment, commissions, stamp duties, and interest losses [3]. - A lawyer is actively recruiting investors who purchased Huizhou Intelligent's securities between April 29, 2020, and April 28, 2025, for potential claims [3]. Conditions for Claims - The conditions for claims include providing necessary documentation such as identification and trading records, and the final conditions will depend on the CSRC's administrative penalty conclusions and court rulings [4].

证券代码：002122 证券简称：ST汇洲 公告编号：2025-058 汇洲智能技术集团股份有限公司 关于收到《行政处罚决定书》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。 陈莹莹，女，1983 年 3 月出生，时任汇洲智能财务总监； 武宁，女，1981 年 11 月出生，时任汇洲智能董事会秘书。 依据《中华人民共和国证券法》（以下简称《证券法》）的有关规定，我局 对汇洲智能信息披露违法违规行为进行了立案调查、审理，并依法向当事人告知 了作出行政处罚的事实、理由、依据及当事人依法享有的权利，当事人均未提出 陈述、申辩意见，也未要求听证。本案现已调查、审理终结。 经查明，当事人存在以下违法事实： 汇洲智能技术集团股份有限公司（以下简称"公司"）于 2025 年 4 月 28 日收到中国证券监督管理委员会（以下简称"证监会"）出具的《立案告知书》 （编号:证监立案字 01120250011 号）。因公司涉嫌信息披露违法违规，根据《中 华人民共和国证券法》《中华人民共和国行政处罚法》等法律法规，证监会决定 对公司立案。详见公司于 2025 年 4 月 29 ...

Core Viewpoint - ST Huizhou's stock price reached the limit up, driven by significant insider buying, improved financial performance, and business expansion efforts [2] Group 1: Company Performance - The controlling shareholder and seven executives of ST Huizhou collectively increased their holdings by over 29.2 million yuan, indicating strong internal confidence in the company's future [2] - The company's Q3 net profit surged by 224.52%, with non-recurring net profit increasing by 285.18%, showcasing a significant improvement in its main business profitability [2] - R&D investment rose by 92.52%, reflecting a commitment to technological innovation and enhancing technical reserves through project completions [2] Group 2: Business Expansion - ST Huizhou successfully acquired 75% of Shanghai Yigan Intelligent Technology, which expands its business layout [2] - The company operates in the high-end equipment manufacturing sector, particularly in CNC machine tool R&D, production, and sales, aligning with current market trends [2] Group 3: Market Dynamics - The general equipment sector, where ST Huizhou is positioned, has seen increased market attention towards high-end equipment manufacturing [2] - There was a notable inflow of funds into ST Huizhou's stock on the day of the price surge, contributing to the stock's limit up [2] - The stock experienced a rebound after previous declines due to financial misconduct warnings, indicating a potential technical recovery [2]

New Stock Listings - Daming Electronics (603376) listed at an issue price of 12.55 on November 6, 2025[1] - Haixia Innovation (300300) and Jiangbolong (301308) reported severe abnormal fluctuations on November 4, 2025[1] - Several companies including Xiangnan Xinchuan (300475) and Lansi Heavy Industry (603169) also reported abnormal fluctuations in late October[1] Abnormal Fluctuations - ST Bosen (002569) reported a fluctuation of 5939 on November 5, 2025[2] - Hailu Heavy Industry (002255) experienced a fluctuation of 5812 on November 5, 2025[2] - ST Aowei (002231) had a fluctuation of 5668 on November 5, 2025[2] - Rongke Technology (300290) reported a fluctuation of 4706 on November 3, 2025[2] - ST Xiongmao (600599) had a fluctuation of 5001 on November 4, 2025[2]

Core Viewpoint - ST Huizhou (002122.SZ) is under investigation for suspected revenue inflation, with findings indicating that its subsidiaries fabricated business activities, leading to false financial disclosures for 2019 and 2020 [2][3]. Revenue and Profit Adjustments - The two subsidiaries of ST Huizhou inflated revenue by a total of 5990.19 million yuan in 2019 and 9688.56 million yuan in 2020, representing 5.08% and 13.42% of the reported amounts for those years, respectively [3][4]. - The inflated profits amounted to 1415.84 million yuan in 2019 and 1777.05 million yuan in 2020, accounting for 0.88% and 8.72% of the reported profit totals for those years [3][4]. Financial Statement Corrections - In April, ST Huizhou acknowledged accounting errors and corrected its financial statements for 2019 and 2020, adjusting the revenue and net profit figures downward [3][4]. - The adjustments resulted in a reduction of 5990.19 million yuan in revenue and 1064.96 million yuan in net profit for 2019, and a reduction of 9688.56 million yuan in revenue and 1184.70 million yuan in net profit for 2020 [4]. Regulatory Actions - The regulatory body issued a warning and proposed a fine of 5 million yuan against ST Huizhou, along with penalties for responsible individuals [5]. - The company’s stock has been placed under additional risk warnings due to the identified false disclosures [5]. Operational Status - Despite the investigation and penalties, ST Huizhou reported that its operations remain normal and it aims to strengthen internal governance and compliance awareness among its management [6]. Recent Financial Performance - In the third quarter of 2025, ST Huizhou achieved revenue of 261 million yuan, a year-on-year increase of 11.27%, but experienced a quarter-on-quarter decline of 9.74% [7]. - For the first three quarters of 2025, the company reported revenue of 809 million yuan, a 16.57% increase year-on-year, but a decline in net profit of 18.12% [7].