SHANGHAI HUACE NAVIGATION TECHNOLOGY LTD(300627)
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华测导航: 信息披露管理制度
Zheng Quan Zhi Xing· 2025-08-07 13:17
Core Points - The document outlines the information disclosure management system of Shanghai Huace Navigation Technology Co., Ltd, emphasizing the importance of timely, accurate, and complete information disclosure to protect investors' rights [1][2][3] Group 1: Information Disclosure Principles - The company and related information disclosure obligors must disclose information truthfully, accurately, completely, and in a timely manner, avoiding any misleading statements or omissions [2][3][4] - Information must be disclosed simultaneously to all investors without any selective disclosure [2][3] - The company is required to disclose significant changes in disclosed matters that may impact stock prices or investment decisions promptly [4][5] Group 2: Disclosure Procedures - The company must submit disclosure documents to the Shenzhen Stock Exchange and publish them in designated media, ensuring compliance with regulatory requirements [6][12] - Regular reports, including annual, semi-annual, and quarterly reports, must be disclosed within specified timeframes after the end of the accounting period [7][18] - The board of directors must approve the content of periodic reports, and financial information must be audited by the audit committee [8][9] Group 3: Temporary Reports - The company must disclose significant events that may impact stock prices immediately when investors are unaware of such events [27][28] - The company must report any major changes in its capital structure, shareholder composition, or actual controllers [29][30] Group 4: Responsibilities and Accountability - The chairman of the board is the primary responsible person for information disclosure, while the board secretary is the main responsible person for managing disclosure affairs [39][40] - Directors and senior management are responsible for the accuracy and completeness of disclosed information, with potential disciplinary actions for violations [73][74]
华测导航: 总经理工作制度
Zheng Quan Zhi Xing· 2025-08-07 13:17
上海华测导航技术股份有限公司 总经理工作制度 上海华测导航技术股份有限公司 第一章 总则 第一条 为促进上海华测导航技术股份有限公司(以下简称"公司")经营 管理的制度化、规范化、科学化,确保公司重大经营决策的正确性、合理性,根 据《中华人民共和国公司法》(以下简称"《公司法》")、《中华人民共和国 证券法》等法律、行政法规、部门规章、规范性文件及《上海华测导航技术股份 有限公司章程》(以下简称"《公司章程》")的有关规定,结合公司实际情况, 制定本工作制度。 第二条 总经理是董事会领导下的公司日常经营管理的负责人。总经理对董 事会负责,主持公司的日常生产经营和管理工作。 第二章 总经理的聘任 第三条 公司设总经理一名,由董事会聘任或解聘。公司董事可受聘兼任总 经理、副总经理及经营班子其他成员,但兼任其他高级管理职务的董事的总数不 得超过公司董事会成员的二分之一。 第四条 公司总经理应当具备下列任职条件: (一)具有较丰富的经济理论知识、管理知识及实践经验,具有较强的经营 管理能力; (二)具有调动员工积极性、建立合理的组织机构、协调各种内外关系和统 揽全局的能力; (三)具有一定年限的企业管理或经济工作经历 ...
华测导航: 董事会专门委员会工作细则
Zheng Quan Zhi Xing· 2025-08-07 13:17
General Provisions - The purpose of the work rules is to improve the corporate governance structure of Shanghai Huace Navigation Technology Co., Ltd. and to enhance the effectiveness of the board of directors in fulfilling its responsibilities [1] - The board of directors has established four specialized committees: Audit Committee, Strategy and Investment Committee, Compensation and Assessment Committee, and Nomination Committee [1][2] Committee Composition - All members of the specialized committees are composed of directors [2] - The Audit Committee consists of three directors, including at least two independent directors, one of whom must be a professional accountant [2][3] Responsibilities - The Audit Committee is responsible for reviewing financial information, supervising external and internal audits, and ensuring effective internal controls [4][5] - The Strategy and Investment Committee focuses on long-term development strategies and major investment decisions [28] - The Compensation and Assessment Committee is tasked with developing assessment standards for directors and senior management, as well as reviewing compensation policies [29] - The Nomination Committee is responsible for proposing candidates for directors and senior management positions [30] Meeting Procedures - Specialized committees can hold meetings in person or via written resolutions, with in-person meetings being the primary method [31] - The Audit Committee holds quarterly meetings, while other committees meet as needed [32] - A quorum for meetings requires the presence of at least two-thirds of committee members [35] Reporting and Documentation - Decisions made by the committees must be reported in writing to the board of directors [42] - The Audit Committee must submit an annual report detailing its activities and the results of its meetings [26]
华测导航: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-08-07 13:17
Core Viewpoint - The article outlines the governance structure and responsibilities of independent directors at Shanghai Huace Navigation Technology Co., Ltd, emphasizing the importance of their independence and the mechanisms in place to ensure they can effectively protect the interests of minority shareholders and creditors [1][2][3]. Summary by Sections General Provisions - The company aims to enhance its corporate governance structure and strengthen oversight mechanisms for internal directors and management [1]. - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1]. Conditions for Independent Directors - Independent directors must constitute at least one-third of the board, including at least one accounting professional [2]. - They are required to have relevant qualifications and experience, including a minimum of five years in legal, accounting, or economic fields [3][4]. Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's shares [5]. - The election process must ensure that candidates do not have conflicts of interest [6][7]. Responsibilities and Special Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [16][17]. - They have the authority to independently hire external consultants and propose meetings to address significant issues [25][26]. Working Conditions for Independent Directors - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [32][33]. - Independent directors are entitled to a reasonable allowance, which must be approved by the board and disclosed in the annual report [20][21].
华测导航: 对外担保制度
Zheng Quan Zhi Xing· 2025-08-07 13:17
Core Points - The company establishes a comprehensive external guarantee system to strengthen internal control, standardize guarantee behavior, reduce operational risks, and protect the rights and interests of the company, shareholders, and other stakeholders [1][2][3] Group 1: General Principles - The external guarantee refers to the company providing guarantees, mortgages, or pledges on behalf of others, including but not limited to loan guarantees, bank letters of credit, and commercial acceptance bills [1] - The company and its subsidiaries must manage external guarantees uniformly, requiring approval from the board of directors or shareholders' meeting before providing any guarantees [1][2] Group 2: Guarantee Conditions and Procedures - The company must adhere to principles of equality, voluntariness, fairness, integrity, mutual benefit, and safety when implementing guarantees, and must refuse any coercive guarantee requests [2] - Before deciding on a guarantee, the company must assess the credit status of the guaranteed party and analyze the benefits and risks associated with the guarantee [2][3] Group 3: Approval Process - Guarantees exceeding 10% of the company's latest audited net assets or total guarantees exceeding 50% of the latest audited net assets require approval from the shareholders' meeting [6][7] - The board of directors must conduct thorough investigations into the credit and operational status of the guaranteed party before approving any guarantees [5][6] Group 4: Contractual Obligations - A written guarantee contract must be established after approval, detailing the creditor, debtor, type and amount of the main debt, and the obligations of all parties involved [8][9] - The finance department is responsible for monitoring the guarantee contracts and ensuring compliance with internal management regulations [10][11] Group 5: Risk Management - The company must monitor the operational and financial changes of the guaranteed party and take proactive measures to mitigate risks [22][23] - In case of any signs of default from the guaranteed party, the finance department must analyze the situation and report to the board of directors for necessary actions [27][28] Group 6: Information Disclosure - The company must disclose approved external guarantees on the Shenzhen Stock Exchange and other media, including total guarantee amounts and their proportions relative to the latest audited net assets [34][35] - Any significant changes in the status of the guaranteed party, such as bankruptcy or failure to meet repayment obligations, must be reported promptly [38][39]
华测导航: 董事会议事规则
Zheng Quan Zhi Xing· 2025-08-07 13:17
Core Points - The document outlines the rules for the board of directors of Shanghai Huace Navigation Technology Co., Ltd, aiming to standardize meeting procedures and decision-making processes [1][12] - It specifies the frequency of meetings, proposal procedures, and voting mechanisms to ensure effective governance [2][3] Group 1: Meeting Procedures - The board must hold at least two regular meetings annually, with the secretary responsible for daily affairs [2][3] - Proposals for regular meetings must be formed after consulting all directors, and the chairman can request modifications if necessary [2][3] - Emergency meetings can be called under specific circumstances, with proposals needing to be submitted in writing [5][6] Group 2: Notification and Attendance - Notifications for regular and emergency meetings must be sent out ten and five days in advance, respectively, with confirmation required for non-direct delivery [8][9] - A quorum for meetings requires the presence of more than half of the directors, and the general manager and secretary must attend [11][12] - Directors are expected to attend in person, but can delegate their voting rights under certain conditions [4][11] Group 3: Voting and Decision-Making - Voting is conducted by a show of hands or named ballot, with each director having one vote [17][19] - Decisions require a majority of the directors present, and specific matters may require a higher threshold [19][20] - Directors must abstain from voting on matters where they have a conflict of interest [20][21] Group 4: Documentation and Record-Keeping - Meeting records must include details such as date, attendees, agenda, and voting results [26][29] - Records must be signed by attending directors, and any dissenting opinions can be noted [27][28] - Meeting documentation must be preserved for at least ten years [29][30]
华测导航: 内部审计制度
Zheng Quan Zhi Xing· 2025-08-07 13:17
上海华测导航技术股份有限公司 内部审计制度 上海华测导航技术股份有限公司 第一章 总 则 第一条 为进一步规范公司内部审计工作,提高内部审计工作质量,保护投 资者合法权益,根据《中华人民共和国公司法》《中华人民共和国审计法》 《深圳证券交易所创业板股票上市规则》(以下简称"《上市规则》")《深 圳证券交易所上市公司自律监管指引第2号——创业板上市公司规范运作》等法 律、法规及《上海华测导航技术股份有限公司章程》(以下简称"《公司章 程》")的规定,制定本制度。 第二条 本制度所称内部审计,是指由公司内部设立的内部审计机构,依据 国家有关法律法规、财务会计制度和公司内部管理规定,对公司各内部机构、 控股子公司以及对公司具有重大影响的参股公司的内部控制制度的建立和实施、 对其内部控制和风险管理的有效性、财务信息的真实性和完整性以及经营活动 的效率和效果等开展的一种评价活动。 第三条 内部审计工作遵循依法、独立、客观、公正基本原则。 第二章 内部审计机构和人员 第四条 公司在董事会审计委员会下设内部审计机构,对公司的业务活动、 风险管理、内部控制、财务信息等事项进行监督检查及内控合规管理。 第五条 内部审计机构应当 ...
华测导航(300627.SZ)发布半年度业绩,归母净利润3.26亿元,同比增长29.94%
智通财经网· 2025-08-07 13:10
Core Insights - The company reported a revenue of 1.833 billion yuan for the first half of 2025, representing a year-on-year growth of 23.54% [1] - The net profit attributable to shareholders reached 326 million yuan, an increase of 29.94% compared to the previous year [1] - The non-recurring net profit was 299 million yuan, showing a significant year-on-year growth of 41.80% [1] - The basic earnings per share stood at 0.5946 yuan [1] Technology Development - The company has successfully developed and mass-produced high-precision GNSS baseband chips named "Xuanji," along with various high-precision GNSS boards, modules, and antennas [1] - The company aims to further invest in the research and development of high-precision GNSS core chips to enhance its core technological competitiveness [1]
华测导航(300627.SZ):上半年净利润3.26亿元 同比增长29.94%
Ge Long Hui A P P· 2025-08-07 12:57
Core Viewpoint - The company reported strong financial performance for the first half of 2025, with significant year-on-year growth in both revenue and net profit [1] Financial Performance - The company achieved operating revenue of 1.833 billion yuan, representing a year-on-year increase of 23.54% [1] - The net profit attributable to shareholders of the listed company was 326 million yuan, showing a year-on-year growth of 29.94% [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 299 million yuan, reflecting a year-on-year increase of 41.80% [1] - The basic earnings per share were 0.5946 yuan [1]
华测导航(300627) - 关于购买董监高责任险的公告
2025-08-07 12:45
证券代码:300627 证券简称:华测导航 公告编号:2025-078 上海华测导航技术股份有限公司 关于购买董监高责任险的公告 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。 二、审议程序 公司第四届董事会第十八次会议、第四届监事会第十八次会议审议了关于 《购买董监高责任险》的议案。根据《上市公司治理准则》等相关规定,公司董 事、监事作为董监高责任险的被保险对象,属于利益相关方,董事会和监事会全 1 上海华测导航技术股份有限公司(以下简称"公司")于2025年8月7日召开 第四届董事会第十八次会议、第四届监事会第十八次会议,审议了关于《购买董 监高责任险》的议案。为完善公司风险管理体系,促进公司董事、监事及高级管 理人员在其职责范围内充分行使权利、履行职责,保障公司和全体股东的权益, 拟为公司及董事、监事、高级管理人员等相关责任人员购买责任保险。现将具体 情况公告如下: 一、本次投保方案概述 1、投保人:上海华测导航技术股份有限公司 2、被保险人:公司及全体董事、监事、高级管理人员以及相关责任人员 3、赔偿限额:不超过人民币5,000万元,具体以最终签订的保 ...