鸿合科技股份有限公司 证券代码：002955 证券简称：鸿合科技 公告编号：2025-037 关于回购公司股份的进展公告 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。 一、回购股份的基本情况 鸿合科技股份有限公司（以下简称"公司"）于 2024 年 6 月 17 日召开第三 届董事会第五次会议，审议通过了《关于回购公司股份方案的议案》，董事会同 意公司使用不低于人民币 5,000 万元（含），且不超过人民币 10,000 万元（含） 的自有资金，以集中竞价交易方式回购公司部分人民币普通股（A 股）股份，回 购价格为不高于人民币 35.00 元/股（公司 2023 年年度权益分派以及特别分红权 益分派已实施完成，公司回购股份价格上限由不超过人民币 35.00 元/股调整至不 超过 33.307 元/股），用于未来实施员工持股计划或股权激励计划。回购期限为 自公司董事会审议通过本次回购股份方案之日起 12 个月内。 为进一步提升资金使用效率，充分利用国家对上市公司回购股票的支持政策， 综合考虑公司货币资金储备及未来资金使用规划、业务发展前景等情况，经公司 经营管 ...

证券代码：002955 证券简称：鸿合科技 公告编号：2025-038 鸿合科技股份有限公司 关于完成工商变更登记的公告 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。 一、基本情况 鸿合科技股份有限公司（以下简称"公司"）于 2025 年 4 月 25 日召开第三 届董事会第十二次会议，于 2025 年 5 月 19 日召开 2024 年年度股东大会，审议 通过了《关于变更注册资本并修订<公司章程>的议案》。鉴于公司 2022 年股票期 权激励计划第二个行权期 1,261,272 份股票期权已全部行权完成，因此，公司总 股本由 235,378,640 股变更为 236,639,912 股，注册资本由 235,378,640 元变更为 236,639,912 元。 深圳市市场监督管理局出具的《登记通知书》。 特此公告。 鸿合科技股份有限公司董事会 2025 年 6 月 3 日 1 具 体 内 容 详 见 公 司 于 2025 年 4 月 26 日 刊 登 在 巨 潮 资 讯 网 （www.cninfo.com.cn）、《证券时报》、《中国证券报》、《上海证券报 ...

Core Insights - The report titled "China Entrepreneur Value Report (2025)" reveals the salary rankings of executives in A-share listed companies for 2024, indicating a slight decline in average executive salaries by 1.29% compared to the previous year, although the decline is less severe than in prior years [1][5] - The financial industry continues to lead in executive compensation, followed by wholesale and retail, while the real estate sector has seen a significant drop in its ranking from fifth in 2023 to twelfth in 2024 [1][2] Executive Salary Rankings - The highest-paid executive in 2024 is Li Ge, Chairman and CEO of WuXi AppTec, with an annual salary of 41.8 million yuan, slightly down from 41.9686 million yuan in 2023 [2][4] - Other top earners include executives from major pharmaceutical companies and well-known brands, with several executives earning over 10 million yuan annually [2][4] Salary Trends by Position - The average salary for chairpersons of listed companies in 2024 is 1.3394 million yuan, an increase of 1.70% from the previous year, while the average salary for general managers (not serving as chairpersons) decreased by 2.43% to 1.3051 million yuan [4] - Independent directors' average annual compensation is reported at 102,900 yuan, down 9.69% from the previous year [4] Stock Incentive Plans - The report indicates a decline in the total number of stock incentive plans announced in 2024, with 610 plans, an 8.41% decrease from 2023, although multi-period incentive plans have increased from 53.90% in 2023 to 61.6% in 2024 [5][6] - The total number of broad stock incentive plans, including employee stock ownership plans and stock options, rose by 2.03% to 854 plans in 2024 [6] Regional Distribution of Incentive Plans - Coastal cities, particularly in East and South China, have a significantly higher number of stock incentive plans compared to Southwest and Northeast regions, with Guangdong province leading with 125 plans, accounting for 20.49% of the total [6] - The report emphasizes that stock incentives have become a crucial tool for optimizing the overall compensation system of A-share listed companies [6]

Core Viewpoint - The automotive industry in China is facing significant profit declines, with a projected 8% year-on-year drop in 2024, resulting in a profit margin of only 4.3%, which is considerably lower than the national industrial average. Amidst this "involution," Qingte Group has adopted a unique approach to achieve high-quality breakthroughs [2][3]. Industry Challenges - The automotive supply chain is under pressure from price wars and elimination rounds, leading to a challenging environment for suppliers. Many industry insiders believe that as long as automakers continue to engage in price wars, suppliers will struggle to escape the low-price vortex [3]. - Annual price negotiations between automakers and suppliers are common, but aggressive price cuts can harm suppliers' profitability, affecting supply chain stability and potentially compromising product quality and long-term partnerships [3]. Qingte Group's Innovations - Qingte has focused on independent innovation and advanced technology research, achieving significant results. Projects such as the "Key Process Research and Application of Heavy-Duty High-Durability Lightweight Welding Bridge Shell" have reached international leading levels, while several others have achieved advanced status domestically [4]. - The company has established a closed-loop cooperation model with major automakers, enhancing vehicle performance through deep collaboration in quality control, technology research, and after-sales service [4]. Standardization Efforts - As the chair unit of the Automotive Bridge Branch of the China Automotive Industry Association, Qingte has led the formulation and revision of several key national automotive industry standards, contributing to the standardization and high-quality development of the automotive bridge sector [5]. - Qingte is set to initiate the development of the first industry standard for electric drive bridges in commercial vehicles, filling a significant gap in the new energy commercial vehicle sector [5]. Research and Development Center - Qingte has invested 250 million yuan in an engineering research center, which has recently been inaugurated. This center aims to create a comprehensive R&D verification system for both traditional and new energy vehicle bridges, establishing itself as a benchmark for independent innovation in China's automotive industry [5][6]. - The center is equipped to simulate various operating conditions for new energy vehicle bridges, addressing challenges related to efficiency and reliability in powertrains [6]. Competitive Edge - The engineering research center enhances Qingte's product validation standards to match international levels, facilitating entry into high-end markets in Europe and the U.S. [6][7]. - The center's capabilities include testing for over 20 critical indicators, failure analysis, and iterative improvements, which collectively support the industry's shift from isolated breakthroughs to systemic innovation [7]. Strategic Vision - Qingte's commitment to continuous product innovation and quality assurance has allowed it to avoid the pitfalls of price wars, positioning the company favorably in the current market landscape [8]. - With the global new energy commercial vehicle market projected to exceed one trillion yuan, Qingte is poised to leverage its strengths in the core bridge sector, potentially leading to significant advancements in the industry [8].

Investment Rating - The report assigns a "Recommendation" rating to the company, indicating an expectation to outperform the benchmark index by 10% to 20% over the next six months [2][8]. Core Insights - The company reported a revenue of 3.525 billion yuan in 2024, a year-on-year decrease of 10.29%, and a net profit attributable to shareholders of 222 million yuan, down 31.20% year-on-year. The first quarter of 2025 showed a revenue of 510 million yuan, a decline of 7.40% year-on-year, with a net profit of 5.85 million yuan, down 76.67% year-on-year [2][4]. - The company is focusing on AI technology applications to support the intelligent transformation of educational scenarios, enhancing its product offerings and market presence [8]. - The company is deepening its international operations, achieving a market share of 22.0% in the US and 9.5% in the EMEA region, indicating successful international market penetration [8]. Financial Performance Summary - In 2024, total revenue was 3,525 million yuan, with a projected increase to 3,697 million yuan in 2025, reflecting a growth rate of 4.9% [4]. - The net profit attributable to shareholders is expected to rise from 222 million yuan in 2024 to 235 million yuan in 2025, with a growth rate of 5.7% [4]. - The company’s earnings per share (EPS) is projected to increase from 0.94 yuan in 2024 to 0.99 yuan in 2025 [4]. Market Position and Strategy - The company has established a strong customer base in the education sector, providing over 4.1 million interactive display devices for K12 classrooms [8]. - The company is positioned as a leader in the integrated production and sales of educational tablets, with a focus on expanding its overseas market presence [8]. - The report highlights the company's strategic direction towards technology-driven growth, with a shift in expense structure favoring research and development [8].

北京市朝阳区建国路 77 号华贸中心 3 号写字楼 34 层 邮编：100025 34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China T：(86-10)5809 1000 F：(86-10)5809 1100 北京市竞天公诚律师事务所 关于鸿合科技股份有限公司 2024 年年度股东大会的 法律意见书 致：鸿合科技股份有限公司 北京市竞天公诚律师事务所（以下称"本所"）接受鸿合科技股份有限公司 （以下称"公司"）的委托，指派本所律师出席公司 2024年年度股东大会（以下称 "本次股东大会"），并予以法律见证。本所律师根据《中华人民共和国公司法》 （以下称"《公司法》"）、中国证券监督管理委员会《上市公司股东会规则 （2025 年修订）》（以下称"《股东会规则》"）、《深圳证券交易所上市公司股东会 网络投票实施细则（2025 年修订）》等法律法规和规范性文件以及《鸿合科技股 份有限公司章程》（以下称"《公司章程》"）的规定，对本次股东大会见证并出 具法律意见书。 在出具法律意见书之前，本所律师列席了本次股东大会，审查 ...

证券代码：002955 证券简称：鸿合科技 公告编号：2025-036 鸿合科技股份有限公司 2024年年度股东大会决议公告 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。 重要提示： 1、本次股东大会以现场表决与网络表决相结合的方式召开； 2、本次股东大会无增加、否决提案的情况； 3、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 1、会议召开的日期、时间 （1）现场会议召开时间：2025年5月19日（星期一）下午14:00 （2）网络投票时间： ①通过深圳证券交易所交易系统进行网络投票的具体时间为：2025年5月19 日上午9:15-9:25，9:30-11:30，下午13:00-15:00； ②通过深圳证券交易所互联网投票系统投票的具体时间为：2025年5月19日 上午9:15至下午15:00期间的任意时间。 2、会议召开地点：北京市朝阳区北辰东路8号院北辰时代大厦公司会议室 3、会议召集人：公司董事会 4、会议表决方式：本次会议采取现场投票和网络投票相结合的方式，公司 股东只能选择现场投票、网络投票中的一种表决方式。如同一股东 ...

Core Viewpoint - The company aims to achieve high-quality development by focusing on five key areas, including AI integration, global market expansion, educational services, operational management, and strategic investments in the education technology industry [1][4]. Group 1: Company Strategy and Development - The company plans to deeply integrate big data and AI technologies to enhance product experience and establish a comprehensive user feedback mechanism [1]. - The "Xiao You Growth Study Room" initiative targets the after-school service market for students aged 6-15, with over 100 franchise agreements signed and 54 locations officially opened across various provinces [2]. - The company has established a robust sales network with thousands of distributors nationwide, leveraging a sales model that combines distribution and direct sales [2]. Group 2: Product and Market Position - The company offers a wide range of products, including interactive teaching terminals and digital signage, which are integrated into comprehensive solutions for various educational environments [1][3]. - The company ranks among the top in the global education market for its interactive display products, with its brand "Newline" leading in the U.S. market and holding a strong position in EMEA [3]. Group 3: Financial Performance - In the reporting period, the company achieved a revenue of 3.525 billion yuan and a net profit of 222 million yuan [4]. - The company has committed to a special dividend of 300 million yuan, reflecting a strong return to shareholders and confidence in future growth [6]. Group 4: Innovation and R&D - The company invested 171 million yuan in R&D, accounting for 4.85% of its revenue, and has established multiple R&D centers across major cities [5]. - The company has obtained numerous patents, enhancing its competitive edge and laying a solid foundation for long-term development [6]. Group 5: Future Development Focus - The company will focus on four strategic areas: global expansion, AI empowerment, educational services, and operational excellence to enhance its market competitiveness [8]. - The company aims to leverage local operations and advanced product offerings to capture a larger share of the international education technology market [7].

Group 1: Company Governance and Strategy - The actual controller supports the company's healthy development by ensuring independence in governance and participating in strategic decision-making [1][2] - The company aims to enhance global competitiveness through globalization, AI empowerment, education services focus, dual-driven strategy, and excellent operations [3] Group 2: Shareholder Returns and Incentives - The company has established a stable dividend mechanism, distributing 300 million CNY in special dividends in March 2024 [4] - Employee incentives include a stock option plan with 132 core employees exercising options for approximately 1.2 million shares and a share repurchase plan totaling 2.3989 million shares at 51.0671 million CNY [4] Group 3: Cost Management and Efficiency - The company achieved a period expense ratio of 20.31% in 2024, showing a quarterly decline from 28.99% to 15.86% [5] - Improvements in sales and R&D expenses are attributed to enhanced operational efficiency and digital transformation [5] Group 4: Independent Board Oversight - The independent director actively participated in governance, overseeing key management appointments and financial audits, and ensuring the protection of minority shareholders' rights [6][7] Group 5: Future Growth Plans - In 2025, the company plans to focus on five areas for high-quality development, including AI integration, expanding overseas markets, and enhancing operational management [8][10] - The company has invested 171 million CNY in R&D, accounting for 4.85% of revenue, and established multiple R&D centers [10] Group 6: Business Development and Market Expansion - The "Xiao You Growth Study Room" business has signed over 100 franchise agreements, with 54 locations officially opened across various provinces [11] - The company is committed to enhancing its educational software and resource platforms through AI and big data integration [13] Group 7: Financial Performance - In 2024, the company achieved a revenue of 3.525 billion CNY and a net profit of 222 million CNY attributable to shareholders [12]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has issued guidelines encouraging listed companies to establish long-term incentive mechanisms, but some companies misuse stock incentive plans for personal gain, leading to significant discrepancies between executive compensation and company performance [1][2]. Group 1: Stock Incentive Plans - In 2023, 175 companies in A-shares had stock incentive plans that failed to meet performance targets, yet executive salaries increased despite poor performance [1]. - Honghe Technology and Zhichun Technology have been criticized for promoting stock incentive plans while their major shareholders and executives continuously reduce their holdings [2][11]. Group 2: Honghe Technology - Honghe Technology's stock option incentive plan aimed to grant 5.5 million stock options, with performance targets set for net profit over three years [3][4]. - The company's actual net profits from 2022 to 2024 were 318 million, 287 million, and 176 million yuan, respectively, showing a decline in meeting performance targets, especially in 2024 [4]. - Despite failing to meet performance targets, executive compensation at Honghe Technology surged, with total pre-tax remuneration for executives reaching 27.72 million yuan in 2024, a 165.72% increase from the previous year [7][8]. Group 3: Zhichun Technology - Zhichun Technology has implemented multiple stock incentive plans but has seen its market value drop significantly, raising questions about the effectiveness of its market value management [11][17]. - From 2021 to 2024, Zhichun Technology's net profits were 162 million, 285 million, 102 million, and -57 million yuan, with significant declines in 2023 and 2024 [13]. - Executive compensation at Zhichun Technology increased by 73.61% in 2024, despite the company's poor performance and failure to meet incentive plan targets [13]. Group 4: Regulatory Concerns - The CSRC has emphasized a "zero tolerance" policy towards companies that engage in "pseudo-market value management," which includes misleading disclosures and insider trading [17]. - Both Honghe Technology and Zhichun Technology have faced scrutiny for their internal controls and the actions of their executives, suggesting a need for regulatory intervention [9][10].