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海新能科:第六届董事会第二十五次会议决议公告
Zheng Quan Ri Bao· 2025-08-08 16:13
Group 1 - The company announced that its sixth board of directors held the twenty-fifth meeting, where multiple proposals were approved, including the revision and registration of business change matters [2]
海新能科:8月26日将召开2025年第三次临时股东大会
Zheng Quan Ri Bao Wang· 2025-08-08 15:45
Core Points - Haineng Technology (300072) announced that it will hold the third extraordinary general meeting of shareholders on August 26, 2025 [1] - The meeting will review multiple proposals, including the amendment of the company's articles of association and the handling of business registration changes [1]
海新能科: 第六届董事会第二十五次会议决议公告
Zheng Quan Zhi Xing· 2025-08-08 11:15
Core Viewpoint - The company is revising its governance structure and internal regulations to comply with updated laws and regulations, aiming to enhance corporate governance and internal supervision systems. Group 1: Board Meeting and Governance Revisions - The sixth board meeting was held on August 8, 2025, with all 9 directors present, including 3 independent directors [1] - The board approved the revision of the Articles of Association to align with new legal requirements and improve governance structure [2][4] - The board also approved the revision of the Shareholders' Meeting Rules, changing the name from "Shareholders' General Meeting" to "Shareholders' Meeting" [3][4] - The board approved the revision of the Board Meeting Rules, reducing the number of board members from 11 to 9 [4][5] - The board approved the revision of the Related Party Transaction Management System to enhance governance [5][6] Group 2: Committee and Management System Revisions - The board approved the revision of the Cumulative Voting System Implementation Rules to improve internal governance [6][7] - The board approved the revision of the Independent Director System to enhance decision-making and governance [7][8] - The board approved the revision of the Independent Director Allowance System to encourage responsible decision-making [8][9] - The board approved the revision of the Selection and Appointment of Accounting Firms Management Measures to comply with updated regulations [9][10] Group 3: Financial and Operational Approvals - The board approved the renewal of the accounting firm Beijing Dehao International Accounting Firm for the 2025 fiscal year, with an audit fee of 2.6 million yuan [30][31] - The board approved a credit limit application for its wholly-owned subsidiary, Shenyang Sanju Kate Catalyst Co., Ltd., not exceeding 180 million yuan [31]
海新能科: 投资者关系管理制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-08 11:15
Core Viewpoint - The company establishes an investor relations management system to enhance communication with investors, protect their rights, and improve corporate governance and overall value [3][4]. Group 1: Objectives and Principles of Investor Relations Management - The purpose of investor relations management is to create a two-way communication channel, enhance investor understanding, and establish a stable investor base for long-term market support [6][7]. - The basic principles include compliance, equality, proactivity, and honesty, ensuring fair treatment of all investors, especially minority shareholders [8][9]. Group 2: Communication and Disclosure - The company must conduct investor relations activities based on publicly disclosed information and avoid leaking any undisclosed significant information [5][12]. - It is essential to differentiate between promotional materials and media reports, ensuring that media coverage remains objective and independent [10][11]. Group 3: Methods and Channels of Communication - The company should utilize multiple channels such as the official website, new media platforms, and direct communication methods like investor meetings and roadshows to engage with investors [9][13]. - A dedicated investor relations section on the company website should be established to collect and respond to investor inquiries and complaints [14][15]. Group 4: Investor Meetings and Events - The company is required to hold investor meetings, especially when significant events occur or when there are market concerns, ensuring that these meetings are accessible to investors [20][21]. - The company must announce the details of investor meetings in advance and provide opportunities for investors to ask questions [22][23]. Group 5: Handling Investor Feedback and Complaints - The company is responsible for addressing investor complaints and must establish a mechanism for handling such issues effectively [19][20]. - Regular training for key personnel on investor relations management is necessary to enhance understanding of relevant laws and regulations [18][19].
海新能科: 关于召开2025年第三次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-08 11:15
Meeting Information - The company will hold its third extraordinary general meeting of shareholders on August 26, 2025, at 2:00 PM [2] - The meeting will include both on-site and online voting options for shareholders [4][9] - Shareholders can only choose one voting method: either on-site or online [4] Voting Procedures - Online voting will be available through the Shenzhen Stock Exchange trading system and internet voting system on the same day [4][9] - Shareholders must register to attend the meeting, providing necessary identification and documentation [7][8] Agenda Items - The meeting will review several proposals, including amendments to the company's articles of association and the appointment of the accounting firm for 2025 [6][10] - Special resolutions require a two-thirds majority of the voting rights held by attending shareholders, while ordinary resolutions require a simple majority [6] Registration Details - Individual shareholders must present their ID and shareholder account card for registration [7] - Legal representatives of corporate shareholders must provide additional documentation, including a power of attorney [7] Contact Information - For inquiries, shareholders can contact the company via phone or email [8]
海新能科: 北京海新能源科技股份有限公司章程修订对照表
Zheng Quan Zhi Xing· 2025-08-08 11:14
Group 1 - The company has revised its articles of association to enhance the protection of the rights and interests of shareholders, employees, and creditors, in accordance with relevant laws and regulations [1][2][3] - The registered capital of the company is set at RMB 2,349,720,302 [1][4] - The company’s legal representative will be determined within thirty days following the resignation of the current representative [1][5] Group 2 - The company’s shares are categorized into ordinary shares, totaling 2,349,720,302 shares, with no other types of shares issued [1][7] - The company is prohibited from providing financial assistance for the acquisition of its shares, except for employee stock ownership plans [1][8] - The company can issue shares through various methods, including public offerings and private placements, as approved by the shareholders' meeting [1][9] Group 3 - The company’s articles of association serve as a legally binding document governing the rights and obligations among the company, shareholders, directors, and senior management [1][5] - Shareholders have the right to request information and participate in meetings, exercising their voting rights [1][13] - The company must disclose information regarding significant events and comply with legal obligations following court judgments [1][16] Group 4 - The company’s shareholders are required to adhere to laws and regulations, and they are liable for their subscribed shares [1][20] - Major transactions and related party transactions must be approved by the shareholders' meeting [1][28] - The company must ensure that its controlling shareholders and actual controllers act in accordance with laws and regulations to protect the interests of the company and its shareholders [1][24]
海新能科: 关于公司全资子公司沈阳三聚凯特催化剂有限公司申请银行授信额度暨关联交易的公告
Zheng Quan Zhi Xing· 2025-08-08 11:14
Core Viewpoint - Beijing Hai New Energy Technology Co., Ltd. announced that its wholly-owned subsidiary, Shenyang Sanju Kait Catalyst Co., Ltd., will apply for a bank credit limit of up to RMB 180 million, with a guarantee from its indirect controlling shareholder, Beijing Haidian District State-owned Assets Investment Group Co., Ltd. [2][6] Group 1: Related Transactions Overview - The subsidiary plans to apply for a comprehensive credit limit of up to RMB 180 million from China Construction Bank, with an exposure limit of up to RMB 130 million [2][6] - The guarantee provided by the controlling shareholder will not exceed RMB 130 million, and the guarantee fee will be 0.5% of the actual guarantee amount, totaling no more than RMB 650,000 [2][6] Group 2: Financial Data - As of March 31, 2025, the total assets of the company were RMB 218.83 billion, with total liabilities of RMB 173.57 billion, resulting in net assets of RMB 45.26 billion [4][5] - The company reported a revenue of RMB 56.39 million for the first quarter of 2025, compared to RMB 242.47 million for the entire year of 2024 [5] Group 3: Impact and Purpose of the Transaction - The proposed credit limit will help the subsidiary expand its financing channels and optimize its financing structure, providing long-term financial support for its operations [7] - The transaction is expected to have a positive impact on the company's development and will not affect the normal use of assets or the independence of its business [7][8] Group 4: Approval and Compliance - The transaction was approved unanimously by the board of directors and the independent directors, confirming that it adheres to market pricing principles and does not harm the interests of the company or its shareholders [6][8]
海新能科: 审计委员会年报工作制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-08 11:14
Core Points - The document outlines the annual audit committee work system for Beijing Hai New Energy Technology Co., Ltd, aimed at enhancing corporate governance and protecting shareholder interests [1][2] - The audit committee is responsible for overseeing the external audit process, ensuring the integrity of financial reports, and evaluating internal controls [3][4] Group 1 - The audit committee will coordinate with the accounting firm to determine the timeline for the annual financial report audit [1] - The committee must ensure that the external audit firm submits the audit report within the agreed timeframe and document the follow-up process [2] - The committee is tasked with reviewing the financial reports for accuracy and completeness, focusing on potential fraud or misstatements [2][3] Group 2 - The audit committee will recommend the appointment or replacement of external auditors and review their fees and contracts, free from undue influence [2] - After the completion of the annual audit report, the committee will hold a meeting to vote on the report and submit it to the board for approval [2] - The committee must disclose any changes in the auditing firm during the audit period and ensure proper evaluation of the reasons for such changes [2][3] Group 3 - The audit committee will guide the internal control review process and assess the effectiveness of internal controls based on submitted reports [3] - The internal control self-assessment report must include various elements, such as the board's declaration of the report's authenticity and details on any identified deficiencies [3] - The committee members are obligated to maintain confidentiality during the report preparation and review process [4]
海新能科: 分、子公司管理办法(2025年08月)
Zheng Quan Zhi Xing· 2025-08-08 11:14
Core Viewpoint - The document outlines the management regulations for subsidiaries and branches of Beijing Hai New Energy Technology Co., Ltd, aiming to enhance operational efficiency and risk management while ensuring compliance with relevant laws and regulations [2][3][4]. Group 1: General Provisions - The regulations are established to strengthen the management of subsidiaries and branches, ensuring standardized operations and healthy development [2]. - Subsidiaries are defined as independent legal entities established according to the company's strategic planning, including controlling and equity participations [3]. - The company retains full management rights over branches, which do not have legal person status [3]. Group 2: Comprehensive Management - Subsidiaries must establish a governance structure and internal management systems in accordance with laws and their articles of association [4]. - Major meetings of subsidiaries must be reported to the company's board office for approval if necessary [4][5]. - The company appoints directors and senior management to subsidiaries, who are responsible for executing these regulations [7][8]. Group 3: Human Resources and Compensation Management - The company appoints or recommends directors and senior management based on investment ratios or agreements [8]. - Subsidiaries must implement a public recruitment system for hiring employees and establish corresponding human resource management policies [10][11]. Group 4: Operational Management - Subsidiaries must comply with national laws and the company's strategic objectives in their operational activities [12]. - The operational management system emphasizes planning and goal management, with annual plans serving as the basis for performance evaluation [11][12]. Group 5: Financial Management - Subsidiaries must adhere to the company's financial management system and submit financial reports for review [15][16]. - All financial activities, including budgeting and reporting, must align with the company's overall financial policies [15][16]. Group 6: Investment Management - Subsidiaries must seek company approval for significant investments and ensure compliance with investment principles [19]. - Major contracts exceeding 10% of the latest audited net assets require prior approval from the company [19]. Group 7: Development Strategy Management - Subsidiaries are required to develop medium- and long-term plans in line with the company's strategic objectives [47][48]. - Any significant operational adjustments must undergo a feasibility study and approval process [49]. Group 8: Information Disclosure Management - The company's board office is responsible for managing information disclosure, with strict protocols for reporting significant events [51][52]. - Subsidiaries must report major business and financial matters promptly to the company [53]. Group 9: Audit Management - The company conducts internal audits of subsidiaries to ensure compliance with laws and regulations [56][57]. - Subsidiaries must cooperate with internal audits and implement recommendations from audit findings [59]. Group 10: Performance Assessment and Rewards - Subsidiaries must establish performance assessment systems that align with the company's requirements [61]. - Senior management's performance is evaluated annually based on the company's operational results [62].
海新能科: 内幕信息知情人登记制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-08 11:14
Core Viewpoint - The article outlines the insider information management system of Beijing Hai New Energy Technology Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations to protect investors' rights and ensure fair information disclosure. Group 1: General Principles - The company establishes this system to enhance insider information management and maintain confidentiality, in accordance with various laws and regulations [2][3]. - The board of directors is responsible for managing insider information, ensuring the authenticity, accuracy, and completeness of insider information [2][3]. Group 2: Scope of Insider Information - Insider information includes significant changes in the company's operational policies, major investments, and any information that could materially affect the company's securities market price [6][7]. - Specific examples of insider information include major asset transactions exceeding 30% of total assets, significant losses, changes in major shareholders, and any legal proceedings involving the company [4][6]. Group 3: Insider Information Knowledgeable Persons - Insider information knowledgeable persons include company directors, senior management, and any personnel who may access insider information due to their roles [8][9]. - The system also covers external parties such as major shareholders and regulatory agency staff who may come into contact with insider information [9][10]. Group 4: Registration and Filing of Insider Information Knowledgeable Persons - The company must maintain a record of insider information knowledgeable persons, including their details and the circumstances under which they gained access to insider information [11][12]. - This record must be submitted to the Shenzhen Stock Exchange within five trading days after the public disclosure of insider information [11][12]. Group 5: Confidentiality Management and Penalties - Insider information knowledgeable persons are obligated to maintain confidentiality and are prohibited from trading based on insider information before it is publicly disclosed [23][24]. - Violations of confidentiality can lead to penalties, including potential criminal charges for severe breaches [28][29].