Yangzhou Huitong Technology Corp., Ltd.(301601)

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惠通科技: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-03 16:18
Meeting Information - The first extraordinary general meeting of shareholders for 2025 will be held on August 20, 2025, at 14:00 [1] - Network voting will occur on the same day, with specific time slots for voting through the Shenzhen Stock Exchange system [1][2] Voting Procedures - Shareholders can choose either on-site voting or network voting, but not both. Duplicate votes will be counted based on the first submission [2] - Shareholders registered by the close of business on August 13, 2025, are eligible to attend and vote [2][3] Agenda Items - The meeting will discuss several proposals, including the revision of the "System for Preventing the Occupation of Company Funds by Controlling Shareholders and Related Parties" and the election of the fourth board of directors [2][3][10] Registration Requirements - Legal representatives of corporate shareholders must present specific documents for registration, while individual shareholders need to provide their identification and shareholder account [4] - Remote shareholders can register via mail or email, with a deadline of August 19, 2025 [4] Voting Process - Detailed procedures for participating in network voting are provided, including the need for identity verification through the Shenzhen Stock Exchange [5][13] - For cumulative voting proposals, shareholders must allocate their votes among candidates, ensuring the total does not exceed their available voting rights [11][12]
惠通科技: 独立董事提名人声明与承诺 - 陈曦
Zheng Quan Zhi Xing· 2025-08-03 16:18
Core Viewpoint - The company has nominated Chen Xi as a candidate for the independent director of its fourth board, ensuring that the nominee meets all legal and regulatory requirements for independence and qualifications [1][2][3]. Group 1: Nomination Process - The nomination was made after a thorough understanding of the nominee's professional background, education, and work experience [1]. - The nominee has agreed in writing to serve as an independent director candidate [1]. Group 2: Compliance with Regulations - The nominee has passed the qualification review by the company's nomination committee and has no relationships that could affect independent performance [2]. - The nominee meets the qualifications and conditions set forth by the China Securities Regulatory Commission and the Shenzhen Stock Exchange for independent directors [2][4]. Group 3: Training and Experience - The nominee has participated in training and obtained relevant certification recognized by the stock exchange [5]. - The nominee possesses basic knowledge related to the operation of listed companies and has over five years of relevant work experience in law, economics, management, accounting, or finance [5][6]. Group 4: Independence Assurance - The nominee and their immediate family do not hold positions in the company or its subsidiaries, nor do they hold more than 1% of the company's issued shares [5][6]. - The nominee has not been subject to any disqualifications or penalties that would prevent them from serving as an independent director [7][8].
惠通科技: 关于聘请公司2025年度审计机构的公告
Zheng Quan Zhi Xing· 2025-08-03 16:18
Core Viewpoint - The company has proposed to appoint Beijing Xinghua as the auditing firm for the fiscal year 2025, following a thorough review and communication with previous and current auditing firms [1][5]. Group 1: Appointment of Auditing Firm - The company plans to hire Beijing Xinghua for the 2025 financial report and internal control audit, with a term of one year [1][5]. - The decision was approved during the third board meeting on August 1, 2025, and will be submitted for approval at the first extraordinary shareholders' meeting of 2025 [5][6]. Group 2: Auditing Firm Information - Beijing Xinghua has a total revenue of 837.47 million yuan in 2024, with auditing services contributing 598.55 million yuan and securities services 44.68 million yuan [2]. - The firm has 95 partners and 453 registered accountants, with 185 of them having signed audit reports for securities services [1][2]. Group 3: Previous Auditing Firm - The previous auditing firm, Zhongtianyun, provided standard unqualified opinions for the 2024 financial report and has been serving the company for several years [4][5]. - The change in auditing firms is based on the company's business development and auditing needs [4][5]. Group 4: Communication and Approval Process - The company has communicated with both the previous and new auditing firms regarding the change, and both parties have no objections [5]. - The audit committee reviewed Beijing Xinghua's qualifications and independence, concluding that the firm is capable of providing the required auditing services [5][6].
惠通科技: 独立董事候选人声明与承诺 - 魏高富
Zheng Quan Zhi Xing· 2025-08-03 16:18
Group 1 - The candidate Wei Gaofu has been nominated as an independent director for the fourth board of Yangzhou Huitong Technology Co., Ltd. and has confirmed understanding and agreement with the nomination [1] - The candidate declares that there are no relationships affecting independence and meets the qualifications required by relevant laws and regulations [1][2] - The candidate has undergone qualification review by the nomination committee and has no conflicting interests with the company [1][2] Group 2 - The candidate affirms compliance with the requirements of the Company Law and the regulations of the China Securities Regulatory Commission regarding independent directors [2][3] - The candidate has participated in training and possesses the necessary knowledge related to the operation of listed companies [4][5] - The candidate confirms that neither they nor their immediate family members hold more than 1% of the company's shares [5][6] Group 3 - The candidate has no significant business dealings with the company or its controlling shareholders [6][7] - The candidate has not been subject to any disqualifications or penalties by the regulatory authorities in the past three years [7][8] - The candidate commits to fulfilling the responsibilities of an independent director diligently and independently [9][10]
惠通科技: 关于董事会换届选举的公告
Zheng Quan Zhi Xing· 2025-08-03 16:18
Core Viewpoint - The company, Yangzhou Huitong Technology Co., Ltd., is undergoing a board re-election process as the current board's term is about to expire, in accordance with relevant laws and regulations [1][2]. Group 1: Board Election Process - The company has decided to conduct a board re-election in compliance with the Company Law and relevant regulations [1]. - The third board meeting on August 1, 2025, approved the election of candidates for the fourth board, which will consist of 12 directors: 8 non-independent and 4 independent directors, including one employee representative [1][2]. - The independent director candidates have obtained the necessary qualifications and will be submitted for approval at the shareholders' meeting after review by the Shenzhen Stock Exchange [2][3]. Group 2: Board Composition and Terms - The fourth board will include 8 non-independent directors and 4 independent directors, with independent directors making up at least one-third of the total board [2]. - The term for the new board will be three years, starting from the date of approval at the first extraordinary shareholders' meeting in 2025 [2]. Group 3: Acknowledgment of Current Board - The company expresses gratitude to the current board members for their contributions during their tenure [3].
惠通科技: 关于增加公司经营范围并修订《公司章程》及修订、制定部分公司治理制度的公告
Zheng Quan Zhi Xing· 2025-08-03 16:18
Core Viewpoint - The company, Yangzhou Huitong Technology Co., Ltd., has announced an expansion of its business scope and revisions to its articles of association, which will be submitted for approval at the upcoming extraordinary general meeting of shareholders. Business Scope Expansion - The company plans to add new business activities based on its current operations, including special equipment design and manufacturing, while maintaining its existing activities in chemical technology, engineering services, and equipment manufacturing [1][2]. - The revised business scope includes a variety of projects such as biomass liquid fuel production equipment sales, environmental protection equipment manufacturing, and new material technology research [1][2][7]. Articles of Association Revision - The company will revise its articles of association to eliminate the supervisory board, transferring its powers to the audit committee of the board of directors [2][3]. - The amendments aim to align with the latest legal regulations and improve corporate governance, ensuring the protection of shareholders' rights and the company's operational integrity [2][3][4]. Governance Structure Changes - The revised articles will specify that the general manager serves as the legal representative of the company, with provisions for appointing a new representative within 30 days of resignation [4][5]. - The company’s registered capital remains at RMB 140.48 million, with provisions for changes in capital registration procedures [3][5]. Shareholder Rights and Responsibilities - Shareholders will retain rights to supervise company operations, propose suggestions, and request information, ensuring transparency and accountability [17][18]. - The articles outline the obligations of shareholders, including the prohibition of actions that could harm the company or other shareholders [24][25].
惠通科技: 独立董事候选人声明与承诺 -陈曦
Zheng Quan Zhi Xing· 2025-08-03 16:18
Group 1 - The candidate Chen Xi has been nominated as an independent director for the fourth board of Yangzhou Huitong Technology Co., Ltd. and has confirmed understanding and agreement with the nomination [1] - The candidate declares that there are no relationships affecting independence with the company and meets the qualifications required by relevant laws and regulations [1][2] - The candidate has undergone qualification review by the company's nomination committee and confirms no conflicts of interest with the nominator [1][2] Group 2 - The candidate affirms compliance with the requirements of the Company Law and the regulations of the China Securities Regulatory Commission regarding independent directors [2][3] - The candidate has participated in training and possesses relevant certification recognized by the stock exchange [2][3] - The candidate confirms that their role as an independent director will not violate any relevant laws or regulations, including those from the Central Commission for Discipline Inspection [2][3][4] Group 3 - The candidate has no direct or indirect shareholding in the company exceeding 1% and is not among the top ten shareholders [5][6] - The candidate has no significant business dealings with the company or its major shareholders [6][7] - The candidate has not been subject to any disqualifications or penalties by the regulatory authorities in the past three years [7][8] Group 4 - The candidate acknowledges the responsibilities of an independent director and guarantees the truthfulness and completeness of the provided information [9][10] - The candidate commits to adhering to the regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange during their tenure [9][10] - The candidate will report any disqualifying circumstances to the board and resign if necessary [9][10]
惠通科技: 董事和高级管理人员持股管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-03 16:18
扬州惠通科技股份有限公司 董事和高级管理人员持股管理制度 公司董事和高级管理人员对持有股份比例、持有期限、变动方式、 变动价格等作出承诺的,应当严格履行所作出的承诺。 第一章 总则 第三条 公司董事和高级管理人员所持本公司股份,是指登记在其名下和 利用他人账户持有的所有本公司股份。 公司董事和高级管理人员从事融资融券交易的,其所持本公司股份 还包括记载在其信用账户内的本公司股份。 第四条 公司及董事和高级管理人员在买卖公司股票及其衍生品种前,应 知悉《公司法》《证券法》等法律法规、规范性文件中关于内幕 交易、操纵市场、短线交易等禁止行为的规定,不得进行违法违 规的交易。 公司的董事和高级管理人员不得从事以本公司股票为标的证券的 融资融券交易。 第二章 买卖本公司股票行为的申报 (一)新任董事在股东会(或职工代表大会)通过其任职事项后 两个交易日内; (二)新任高级管理人员在董事会通过其任职事项后两个交易日 内; (三)现任董事、高级管理人员在其已申报的个人信息发生变化 第一条 为规范公司董事和高级管理人员所持本公司股份及其变动,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》 ...
惠通科技: 董事会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-03 16:18
扬州惠通科技股份有限公司 董事会议事规则 第一章 总则 会议通知由证券事务部拟定, 并报经董事长批准后发出。 第一条 为进一步规范扬州惠通科技股份有限公司(以下简称"公司")董事会的 议事方式和表决程序, 促使董事和董事会有效地履行监督职责, 完善公 司法人治理结构, 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、法规和规范性文件及《扬州惠通科 技股份有限公司章程》(以下简称"公司章程")的有关规定, 结合公司 实际情况, 制定本规则。 第二章 董事会机构 提案内容应当属于公司章程规定的董事会职权范围内的事项, 与提案 有关的材料应当一并提交。 求提议人修改或者补充。 董事长应当自接到提议后十日内, 召集董事会会议并主持会议。 第二条 董事会下设证券事务部, 处理董事会日常事务。 董事会秘书兼任证券事务部负责人, 保管董事会和证券事务部印章。 第三条 公司董事会设置审计委员会, 行使《公司法》规定的监事会的职权。公 司董事会还设立提名委员会、战略委员会、薪酬和考核委员会。专门委 员会对董事会负责, 依照公司章程和董事会授权履行职责, 专门委员会 的提案应当提交董事会 ...
惠通科技: 关联交易管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-03 16:18
General Principles - The purpose of the document is to regulate the related party transactions of Yangzhou Huitong Technology Co., Ltd., ensuring fairness in decision-making and protecting the rights of the company, shareholders, and creditors [1] - Related party transactions must be legal, necessary, reasonable, and fair, maintaining the company's independence and not manipulating financial indicators to harm the company's interests [2] Definition and Scope of Related Party Transactions - Related party transactions are defined as matters involving the transfer of resources or obligations between the company or its subsidiaries and related parties, including various types of transactions such as asset purchases, financial assistance, and management contracts [3][4] - Related parties include both legal entities and natural persons, with specific criteria for identification, such as ownership stakes and control relationships [4] Basic Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, and the protection of non-related shareholders' rights [3] - Related parties must abstain from voting on related transactions in shareholder meetings, and any board members with conflicts of interest must also recuse themselves [3][5] Decision-Making Authority - Transactions exceeding 300,000 RMB with related natural persons or 3,000,000 RMB with related legal entities must be approved by a majority of independent directors and subsequently reviewed by the board [5] - Transactions that exceed 30,000,000 RMB and account for more than 5% of the company's latest audited net assets must be submitted for shareholder approval [5][6] Reporting and Disclosure Requirements - Related parties must report any potential related transactions in writing to the board or shareholders, detailing the nature and extent of the relationship [8] - The company must disclose related transactions that require approval, ensuring transparency and adherence to regulatory requirements [9][10] Exemptions and Special Cases - Certain transactions, such as those conducted through public bidding or those that provide unilateral benefits to the company, may be exempt from standard approval processes [14][21] - Daily related transactions can be estimated annually, with any excess requiring re-evaluation and disclosure [20][21] Implementation and Effectiveness - The regulations will take effect upon approval by the company's shareholders and will be interpreted by the board of directors [26][27]