STEP(002527)

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巨头密集押注机器人赛道 万亿产业商业化落地进入“快车道”
Zhong Guo Jing Ying Bao· 2025-06-28 10:01
6月26日,新时达在公告中表示,本次协议转让、表决权委托及一致行动安排完成后,海尔卡奥斯工业 智能持有新时达10%股份,19.24%股份对应的表决权,合计控制29.24%股份对应的表决权。新时达方面 表示,海尔卡奥斯工业智能成为新时达的控股股东,海尔集团公司成为新时达的实际控制人。 对于控股权变更事项,新时达证券部相关负责人曾向记者表示,"海尔正在加速布局工业互联网生态, 进入自动化和机器人赛道,而新时达有3块业务——电梯业务、机器人业务和工控业务","双方是互相 赋能和协同(关系)"。 多重利好因素"催化"下,机器人赛道正成为商业巨头比拼的"新战场"。 6月26日,海尔集团宣布成功完成战略入股上海新时达电气股份有限公司(以下简称"新时达", 002527.SZ)的协议转让股份交割,自此,这桩备受外界关注的工业机器人收购案迎来收官。 《中国经营报》记者注意到,在家电企业忙于通过收购布局机器人行业之时,诸多龙头车企早已通过多 种形式挺进机器人赛道。据不完全统计显示,目前约有20家车企布局人形机器人领域,如特斯拉、上 汽、小米、奇瑞等。最新消息显示,宇树科技近期确认完成C轮融资,领投方就包括吉利资本。 在业内看来 ...
新时达: 关于股东协议转让股份完成过户暨公司控股股东、实际控制人发生变更的公告
Zheng Quan Zhi Xing· 2025-06-25 18:16
Overview of the Transaction - The actual controllers of Shanghai Xinshi Electric Co., Ltd., including Ji Defa, Liu Liping, and Ji Yi, signed a share transfer agreement with Qingdao Haier Kaos Industrial Intelligence Co., Ltd. to transfer 66,306,129 shares, representing 10.00% of the company's total share capital [1][5] - The share transfer was completed on June 24, 2025, with the relevant registration procedures finalized [3][5] Changes in Shareholding Structure - After the completion of the share transfer, Haier Kaos Industrial Intelligence will hold 66,306,129 shares (10.00%) and a total of 193,889,698 shares (29.24%) of voting rights, making it the controlling shareholder of the company [5][6] - The shareholding structure before and after the transaction shows a decrease in the holdings of Ji Defa, Liu Liping, and Ji Yi, while Haier Kaos Industrial Intelligence's holdings increased significantly [5][6] Future Commitments and Conditions - Haier Kaos Industrial Intelligence has committed not to transfer the shares acquired through this agreement for 18 months from the completion date [6][7] - The issuance of new shares to specific investors is subject to approval from the company's shareholders and regulatory bodies, which introduces some uncertainty regarding the completion of this issuance [7][8]
新时达: 关于修订《公司章程》并授权办理工商变更登记的公告
Zheng Quan Zhi Xing· 2025-06-25 18:07
Core Viewpoint - The company, Shanghai STEP Electric Corporation, is proposing amendments to its Articles of Association to align with legal regulations and its operational needs, which will be submitted for shareholder approval [1][2][3]. Summary by Sections Company Articles Revision - The company intends to revise its Articles of Association to ensure compliance with the Company Law, Securities Law, and other relevant regulations [1][2]. - The amendments include changes to the governance structure, responsibilities of the legal representative, and shareholder rights [6][8][9]. Shareholder Rights and Responsibilities - Shareholders are entitled to rights such as profit distribution, participation in meetings, and the ability to supervise company operations [13][34]. - Shareholders must adhere to legal obligations, including timely payment of capital and not abusing their rights to harm the company or other shareholders [20][22]. Corporate Governance - The company’s governance structure includes provisions for the election and replacement of directors and supervisors, as well as the approval of significant corporate actions by the shareholders [46][47]. - The Articles stipulate that any amendments or significant decisions require a majority vote from shareholders [27][28]. Financial and Operational Guidelines - The company’s operational scope includes the production and sale of electrical control equipment and related services, with provisions for capital increases and stock issuance [10][11][12]. - The company must disclose any significant transactions and ensure that all financial activities comply with regulatory requirements [26][27].
新时达: 关联交易决策制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
General Principles - The purpose of the system is to strengthen the management of related party transactions, clarify management responsibilities, and protect the legitimate interests of shareholders and creditors, especially minority investors [1] - The system is based on relevant laws and regulations, including the Company Law, Securities Law, and Shenzhen Stock Exchange Listing Rules [1] Related Parties and Transactions - Related party transactions refer to the transfer of resources or obligations between the company or its subsidiaries and related parties [2] - Related parties include both legal entities and natural persons, with specific criteria for identification [2][4] - The company must report related party information to the Shenzhen Stock Exchange in a timely manner [2] Types of Related Party Transactions - The types of transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, and various other agreements that may lead to resource or obligation transfers [3] Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, openness, and equity [6] - Pricing for related party transactions should be disclosed adequately and should not deviate from market prices [6] - Independent directors must assess whether the transactions harm the company's interests and may hire professional evaluators if necessary [6] Approval Process - The general manager can approve transactions below 300,000 RMB with related natural persons and below 3 million RMB with related legal entities, provided they do not exceed 0.5% of the latest audited net assets [6][12] - Transactions exceeding these thresholds require board approval and, in some cases, shareholder approval [7][12] Disclosure Requirements - The company must disclose related party transactions according to the rules set by the Shenzhen Stock Exchange, including details about the transaction agreements and pricing [15][16] - Annual reports must summarize the actual performance of related party transactions [10] Exemptions from Approval and Disclosure - Certain transactions, such as those related to daily operations or those involving cash contributions, may be exempt from the usual approval and disclosure requirements [18] Implementation and Interpretation - The board and management are responsible for implementing approved related party transactions, and any changes to the agreements must be approved by the original approving body [14] - The system will take effect upon approval by the shareholders' meeting, replacing the previous management measures [19]
新时达: 社会责任制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
Core Viewpoint - The company establishes a comprehensive social responsibility system to promote sustainable development and harmonize its operations with societal interests [2][3]. Group 1: General Principles - The company aims to implement the scientific development concept and contribute to a harmonious society while fulfilling its social responsibilities [2]. - Social responsibility encompasses obligations to various stakeholders, including shareholders, creditors, employees, customers, suppliers, and the community [2]. - The company commits to protecting the legitimate rights of stakeholders while pursuing economic benefits and shareholder interests [2][3]. Group 2: Protection of Shareholder and Creditor Rights - The company will enhance its governance structure to ensure fair treatment of all shareholders and protect their legal rights [6]. - Shareholder meetings will be scheduled at convenient times and locations, with online voting options to increase participation [7]. - The company will adhere to information disclosure obligations and ensure equitable treatment of all investors [8][9]. Group 3: Employee Rights Protection - The company will comply with labor laws to protect employee rights and establish a fair human resource management system [12]. - It will ensure a safe and healthy working environment, providing necessary training and support for employees [14][15]. - The company will not discriminate against employees based on various personal characteristics and will support their professional development [16][17]. Group 4: Protection of Suppliers, Customers, and Consumers - The company will engage in honest dealings with suppliers, customers, and consumers, avoiding false advertising and ensuring product safety [19][20]. - It will maintain confidentiality of personal information and provide quality after-sales service [24][25]. Group 5: Environmental Protection and Sustainable Development - The company is committed to building a resource-saving society and enhancing sustainable development capabilities through environmental management [26][27]. - It will implement measures to reduce pollution and comply with environmental regulations [29][30]. Group 6: Public Relations and Social Welfare - The company will consider community interests in its operations and participate in various social welfare activities [31][32]. - It will accept supervision from government and regulatory bodies and be responsive to public and media feedback [33]. Group 7: System Construction and Information Disclosure - The board of directors will regularly evaluate the implementation of the social responsibility system and publish a social responsibility report alongside the annual report [34][35].
新时达: 重大事项内部报告制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
Core Viewpoint - The internal reporting system for significant events at Shanghai New Times Electric Co., Ltd. is established to ensure timely, truthful, accurate, and complete disclosure of major information, in compliance with relevant laws and regulations [1][2]. Group 1: Internal Reporting Responsibilities - The internal reporting system applies to the company, subsidiaries, and affiliated companies, requiring immediate reporting of significant events that may impact the trading price of the company's securities [1]. - Key personnel responsible for reporting include company directors, senior management, department heads, and relevant personnel from subsidiaries and affiliated companies [1][2]. - Major shareholders holding more than 5% of shares also have the obligation to report significant information to the board of directors and the board secretary [2]. Group 2: Scope of Major Events - Major events requiring reporting include significant transactions with related parties exceeding 300,000 yuan for legal entities and 30,000 yuan for individuals, as well as major lawsuits or arbitration exceeding 10 million yuan [4]. - Other significant events include asset purchases, sales, external investments, financial assistance, guarantees, and major operational changes that could affect the company's stock price [4][5]. Group 3: Reporting Procedures - Upon becoming aware of significant information, responsible personnel must report to the board of directors and the board secretary immediately, ensuring confidentiality [7][8]. - The board secretary is responsible for organizing information disclosure and must communicate with management regarding the reporting of significant information [10][12]. Group 4: Management and Training - The board secretary's office is tasked with managing and coordinating the internal reporting of significant information, ensuring compliance with the reporting obligations [10][11]. - Regular training and communication are provided to personnel responsible for reporting to ensure adherence to the internal reporting system [12][13].
新时达: 年报信息披露重大差错责任追究制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
General Principles - The company aims to enhance the standard of operation and improve the quality and transparency of annual report information disclosure through the establishment of a responsibility accountability system [2][3] - The accountability system applies to directors, senior management, and other personnel involved in the annual report information disclosure process [2] Accountability for Major Errors - Responsibility will be pursued in cases of significant errors in annual report information disclosure due to violations of relevant laws, regulations, or internal controls [3][4] - Specific circumstances that warrant accountability include violations of the Company Law, Securities Law, and internal management regulations that lead to significant errors or adverse impacts [3] Forms and Types of Accountability - The company outlines various forms of accountability, including reprimands, demotions, or termination of employment, depending on the severity of the misconduct [4] - The company may impose economic penalties alongside other forms of accountability, with the amount determined by the board based on the circumstances of the incident [4] Implementation and Effectiveness - The accountability system will take effect immediately upon approval by the company's board of directors [4]
新时达: 内幕信息知情人登记、报备和保密制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
General Principles - The company establishes a system for the registration, reporting, and confidentiality of insider information to enhance the management of insider information and maintain fair information disclosure principles [1][2] - The board of directors is responsible for timely registration and reporting of insider information personnel, ensuring the accuracy and completeness of the insider information personnel archives [1][2] Scope of Insider Information - Insider information includes significant unpublicized information that affects the company's operations, finances, or stock trading prices, as defined by the Securities Law [2][3] - Specific examples of insider information include major changes in business policies, significant asset transactions, important contracts, major debts, and significant losses [2][3][4] Identification of Insider Information Personnel - Insider information personnel are defined as individuals who can access or obtain insider information, including company directors, senior management, and significant shareholders [4][5] - The identification criteria also include external parties involved in significant transactions or regulatory bodies that may access insider information [4][5] Registration and Reporting Procedures - The company must maintain accurate records of all insider information personnel and their knowledge of insider information, with documentation retained for at least ten years [5][6] - The board secretary is responsible for registering insider information personnel and must report to the Shenzhen Stock Exchange within five trading days after the public disclosure of insider information [6][7] Confidentiality Obligations - Insider information personnel are required to maintain confidentiality and are prohibited from disclosing or using insider information for trading purposes before it is publicly disclosed [10][12] - The company must ensure that the number of individuals with access to insider information is minimized and that confidentiality agreements are in place when necessary [12][13] Accountability and Penalties - The company will impose administrative and economic penalties on insider information personnel who violate confidentiality obligations or engage in insider trading [14][15] - Any significant breaches that result in serious consequences for the company may lead to legal action against the responsible individuals [14][15]
新时达: 控股股东和实际控制人行为规范(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
General Principles - The controlling shareholders and actual controllers of the company must comply with laws, regulations, and the company's articles of association, and accept supervision from the Shenzhen Stock Exchange [3][4] - They are required to exercise shareholder rights lawfully and not abuse control or harm the legitimate rights of the company or other shareholders [3][4] - They must fulfill public commitments and disclosure obligations, and not occupy company funds or engage in illegal activities [3][4][5] Responsibilities and Commitments - Controlling shareholders and actual controllers have a duty of loyalty and diligence towards the company and minority shareholders, prioritizing their interests over personal gains [4][5] - They must ensure that transactions with the company are fair and based on written agreements, avoiding any unfair related-party transactions [4][5] - They are required to provide accurate and complete information to the Shenzhen Stock Exchange and cooperate with the company's disclosure obligations [4][5][6] Independence and Asset Protection - The independence of the company's assets, personnel, finances, institutions, and operations must be guaranteed, preventing any influence from controlling shareholders or actual controllers [6][7] - They must not share financial accounts or occupy company funds in any form, ensuring financial independence [7][8] - The company must not be involved in any competition that could harm its interests due to the controlling shareholders' influence [8][9] Share Trading Regulations - Controlling shareholders and actual controllers must adhere to legal regulations when buying or selling company shares, ensuring the stability of control [10][11] - They must disclose any share trading plans to the Shenzhen Stock Exchange in advance and report on the progress of these plans [12][13] - Any transfer of control must be conducted fairly, considering the interests of the company and minority shareholders [11][12] Information Disclosure Management - A robust information disclosure management system must be established, covering the scope of significant information and the responsibilities of relevant personnel [33][34] - Controlling shareholders and actual controllers must promptly notify the company and the Shenzhen Stock Exchange of any significant changes in shareholding or control [34][35] - They are required to maintain confidentiality regarding undisclosed significant information and take immediate action in case of leaks [35][36]
新时达: 上海新时达电气股份有限公司章程(2025年6月)
Zheng Quan Zhi Xing· 2025-06-25 18:07
General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2] - The registered capital of the company is RMB 663.061291 million [3] - The company is a permanent joint-stock limited company [3] Business Objectives and Scope - The company's business objectives include high quality, efficiency, continuous improvement, technological innovation, and integrity in service [4] - The registered business scope includes the production and processing of electric control equipment, sales of machinery, communication equipment (excluding special control), and consulting services [4] Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [5] - The total number of shares issued by the company is 663.061291 million, all of which are ordinary shares [5][6] - The company may increase its registered capital through various methods, including issuing shares to unspecified objects or existing shareholders [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting at shareholder meetings [10] - Shareholders are obligated to comply with laws and regulations and cannot withdraw their capital except as provided by law [15] - The company must maintain a shareholder register, which serves as proof of share ownership [10] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the previous fiscal year [48] - Shareholder meetings can be called by the board of directors or by shareholders holding more than 10% of the shares [49] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the type of resolution [80][82] Related Party Transactions - The company must disclose related party transactions and ensure that related shareholders do not participate in voting on such matters [84] - Any guarantees provided by the company must be approved by the shareholder meeting if they exceed certain thresholds [47]