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音飞储存: 音飞储存董事会提名委员会工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 09:25
Core Viewpoint - The article outlines the establishment and operational guidelines of the Nomination Committee of Nanjing Yinfly Storage Equipment (Group) Co., Ltd, aimed at optimizing the board composition and enhancing corporate governance [1][2]. Group 1: General Provisions - The Nomination Committee is established to regulate the selection of directors and senior management, ensuring compliance with relevant laws and the company's articles of association [1]. - The committee is responsible for formulating selection criteria and procedures for directors and senior management, as well as reviewing and recommending candidates [1][2]. Group 2: Composition of the Committee - The committee consists of three directors, including two independent directors [2]. - The members are nominated by the chairman, a majority of independent directors, or one-third of all directors, and elected by the board [2]. Group 3: Responsibilities and Authority - The committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management [2][3]. - If the board does not fully adopt the committee's recommendations, it must document the reasons for non-adoption in its resolutions [3]. Group 4: Decision-Making Procedures - The committee must research the qualifications and selection processes for directors and senior management, and submit its decisions to the board for approval [3]. - The selection process includes gathering candidates' information, obtaining their consent, and conducting qualification reviews [3]. Group 5: Meeting Rules - The committee meetings can be held regularly or irregularly, with a requirement for at least two-thirds of members to be present for decisions [5]. - Decisions are made by majority vote, and meetings can be conducted in person or via communication methods [5][6]. Group 6: Confidentiality and Record Keeping - Members are bound by confidentiality regarding meeting discussions and decisions [6]. - Meeting records must be maintained for ten years, signed by attendees, and submitted to the board [6].
音飞储存: 音飞储存独立董事专门会议工作制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 09:25
Core Points - The document outlines the working system for independent directors' special meetings at Nanjing Yinfly Storage Equipment (Group) Co., Ltd, aiming to enhance corporate governance and the role of independent directors [1][6] - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] Group 1 - The company is required to hold independent directors' special meetings regularly, with at least one meeting annually, and can be called by more than half of the independent directors [2][6] - Meetings should ideally be held in person, but can also be conducted via video or phone, ensuring all independent directors can communicate effectively [2][3] - Decisions made in these meetings require a majority vote from all independent directors present [3][4] Group 2 - Independent directors can delegate their voting rights to another independent director if they cannot attend, provided an authorization letter is submitted [3][4] - Certain matters, such as related party transactions and changes in commitments, must be discussed and approved in these special meetings before being submitted to the board [4][5] - Independent directors have the authority to hire external consultants for audits or consultations, which must also be disclosed by the company [4][5] Group 3 - The company must ensure that independent directors have access to necessary operational information and support for their duties [5][6] - Independent directors are obligated to maintain confidentiality regarding the matters discussed in the meetings [5][6] - An annual report summarizing the independent directors' activities, including special meeting outcomes, must be submitted to the shareholders' meeting [6][8]
音飞储存: 音飞储存关于取消公司监事会并修订《公司章程》及相关议事规则及治理制度的公告
Zheng Quan Zhi Xing· 2025-08-29 09:25
Group 1 - The company has decided to abolish the supervisory board and amend its articles of association and related rules [1][2] - The supervisory board's powers will be transferred to the audit committee of the board of directors [1][2] - The current supervisory board members will be relieved of their duties upon the approval of the shareholders' meeting [1] Group 2 - The amendments to the articles of association aim to further standardize company operations and improve governance [2] - Specific changes include the redefinition of the company's structure and the roles of stakeholders [2][3] - The company will continue to comply with relevant laws and regulations during the transition [1][2]
音飞储存: 音飞储存董事会审计委员会工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 09:25
Core Points - The article outlines the establishment and operational guidelines of the Audit Committee of Nanjing Yinfly Storage Equipment (Group) Co., Ltd, aimed at enhancing the board's decision-making and oversight functions [1][2] - The Audit Committee is responsible for reviewing financial information, supervising internal controls, and evaluating both internal and external audit processes [1][3] Section Summaries General Provisions - The Audit Committee is established to strengthen the board's decision-making capabilities and ensure effective supervision of the management team [1] - It operates under the authority of the board and is tasked with auditing financial information and overseeing internal controls [1][2] Composition - The Audit Committee consists of three directors who are not senior management, including two independent directors, one of whom must be a professional accountant [3][4] - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [3][4] Responsibilities and Authority - The main responsibilities include supervising external audit work, evaluating internal audit processes, reviewing financial disclosures, and overseeing internal controls [3][5] - The committee must approve significant financial disclosures and the hiring or firing of external auditors before submission to the board [3][5] Decision-Making Procedures - The Audit Department prepares materials for the committee's decisions, which include evaluations of external auditors and financial reports [8][9] - Meetings are held regularly, with at least four meetings per year, and can be called as needed [9][10] Meeting Rules - Meetings require a two-thirds attendance of committee members and decisions are made by majority vote [9][10] - The committee can invite external experts for professional advice if necessary [10][11] Miscellaneous - The guidelines will take effect upon approval by the shareholders' meeting and will be interpreted by the board [11][11]
音飞储存: 音飞储存对外投资管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 09:25
Core Points - The document outlines the external investment management system of Nanjing Yinfly Storage Equipment (Group) Co., Ltd, aiming to enhance investment management, standardize investment behavior, and maximize the time value of funds [1][2] Group 1: General Principles - The external investment refers to the company's activities to invest monetary funds, equity, or assessed physical or intangible assets for future returns [1] - Investments are categorized into short-term (up to one year) and long-term (over one year), with specific examples provided for each type [1] - Investment management must comply with national laws, company regulations, and align with the company's development strategy while ensuring the safety of funds [1] Group 2: Approval Authority - The investment approval process follows a hierarchical structure, requiring adherence to relevant laws and company regulations [2][3] - The approval authority is divided based on the investment amount, with different thresholds for the general manager, board of directors, and shareholders' meeting [2][3] Group 3: Organizational Management - The board's strategic committee is responsible for coordinating and analyzing investment projects, while the general manager leads the investment review team [4] - Various departments, including finance and strategic management, have defined roles in managing and evaluating investments [4] Group 4: Decision Management - Short-term investment decisions require a structured process, including profitability assessments and timely financial recording [5][6] - Long-term investments undergo preliminary evaluations and must be approved by the board after thorough analysis and feasibility studies [6] Group 5: Financial Management and Auditing - The finance department is tasked with comprehensive financial records and accounting for all investment activities, ensuring compliance with accounting standards [9] - Regular audits and evaluations of both long-term and short-term investments are mandated to safeguard the company's interests [9] Group 6: Reporting and Disclosure - The company must adhere to strict information disclosure obligations as per relevant laws and regulations, ensuring transparency in investment activities [10][11] - Subsidiaries are required to provide accurate and timely information to the parent company for effective oversight and compliance [10][11]
音飞储存: 音飞储存对外担保管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 09:25
Core Points - The document outlines the external guarantee management system of Nanjing Yinfly Storage Equipment (Group) Co., Ltd, aiming to regulate guarantee behavior and control operational risks [2][3] - The system applies to the company and its subsidiaries, detailing the types of guarantees and the total amount of guarantees provided [2][3] Group 1: External Guarantee Definition and Scope - External guarantees refer to the company providing guarantees for debts owed by third parties, including guarantees for its subsidiaries [2] - The total amount of external guarantees includes those provided by the company and its subsidiaries [2] Group 2: Decision-Making Authority - External guarantee matters must be reviewed by the board of directors or the shareholders' meeting [3] - A two-thirds majority of attending directors is required for board approval of external guarantees [3][4] - Certain guarantees exceeding specified thresholds require shareholder approval, including those exceeding 50% of the latest audited net assets or 30% of total assets [3][4] Group 3: Application and Review Process - Subsidiaries must submit written applications for external guarantees to the company five working days before board or shareholder meetings [3][4] - The finance department is responsible for the initial review and daily management of guarantee applications [5][6] - The board of directors must conduct a thorough risk assessment before approving any guarantee [6][7] Group 4: Daily Management and Risk Control - Written contracts must be established for external guarantees, detailing the main debt, guarantee type, and repayment plans [7][8] - The finance department is tasked with ongoing monitoring of the financial status of guaranteed parties [8][9] - If a guaranteed party fails to meet repayment obligations, the company must take necessary remedial actions [9][10] Group 5: Reporting and Compliance - Independent directors are required to report on the company's external guarantee situation in semi-annual and annual reports [10] - The board of directors is responsible for interpreting the guarantee management system and ensuring compliance [10]
音飞储存: 音飞储存董事会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 09:25
南京音飞储存设备(集团)股份有限公司 董事会议事规则 第一条 宗旨 为了维护南京音飞储存设备(集团)股份有限公司(以下简称"公司")全体 股东的合法利益,进一步规范公司董事会的议事方式和决策程序,促使董事和董事 会更有效地履行其职责,提高董事会规范运作和科学决策水平,根据《中华人民共 和国公司法》(以下简称"《公司法》")等有关法律、行政法规、部门规章和《南 京音飞储存设备(集团)股份有限公司章程》(以下简称"《公司章程》")的规 定,制定本规则。 第二条 董事基本义务 公司全体董事根据法律、行政法规、部门规章和《公司章程》的规定对公司负 有忠实义务和勤勉义务。 第三条 独立董事制度 公司建立独立董事制度。公司董事会成员中应当有三分之一以上独立董事,其 中至少有一名会计专业人士。 公司独立董事根据相关法律、行政法规、部门规章、《公司章程》和《独立董 事工作制度》的规定行使独立董事的特别职权。 第四条 董事会专门委员会 公司董事会设立战略、审计、提名、薪酬与考核四个专门委员会,并制定四个 专门委员会工作细则。 公司董事会下设的专门委员会中,独立董事应当在提名委员会、薪酬与考核委 员会成员中过半数并担任召集人。审 ...
半年报“交卷”渐多!今夜,逾30家公司利润同比翻倍!
Zheng Quan Shi Bao· 2025-08-27 13:59
Core Viewpoint - The A-share market is witnessing a significant increase in net profits for many companies in the first half of 2025, with over 30 companies reporting a year-on-year doubling of net profits, and some even experiencing profit growth exceeding 100 times [1][2][4]. Group 1: Company Performance - Honghe Technology reported a revenue of approximately 550 million yuan in the first half of 2025, a year-on-year increase of 35%, with net profit soaring over 100 times to 87.37 million yuan, compared to only 81,750 yuan in the same period last year [2]. - *ST Kaixin achieved a revenue of about 128 million yuan, a year-on-year increase of 204.86%, with net profit skyrocketing by 2465.61% to 31.65 million yuan [3]. - Tianchen Co. reported a revenue of 175 million yuan, primarily from real estate sales, with a year-on-year increase of 76.79% [3][4]. - Tianchen Co.'s net profit reached 18.95 million yuan, reflecting a significant year-on-year increase of 646.67%, driven by higher income from real estate sales compared to the previous year's renovation business [4]. Group 2: Companies Turning Losses into Profits - Zhongyou Technology reported a revenue of 434 million yuan, a year-on-year growth of 12.07%, and turned a profit with a net profit of 695 million yuan, attributed to the disposal gains from land use rights [5][6]. - Zhongyou Technology's net profit, excluding non-recurring gains, was -55.17 million yuan, indicating challenges due to intensified industry competition and declining gross margins [5]. - China Steel Luoyang reported a revenue of 1.011 billion yuan, a year-on-year decrease of 10.49%, but achieved a net profit of 32.62 million yuan, turning around from a loss of approximately 5.56 million yuan in the previous year [6].
音飞储存:徐秦烨辞去公司财务总监职务
Mei Ri Jing Ji Xin Wen· 2025-08-27 10:36
延伸阅读: 汇源通信:王烨辞去公司财务总监职务 箭牌家居:聘任邓庆慧为公司财务总监 苏州固锝:聘任陈婷为公司财务总监 2024年1至12月份,音飞储存的营业收入构成为:自动化立体库系统集成占比69.64%,高精密货架占比 16.41%,堆垛机产品占比11.63%,服务收入占比1.68%,其他业务占比0.64%。 每经AI快讯,音飞储存(SH 603066)8月27日发布公告称,由于公司对徐秦烨女士的工作岗位进行调 整,公司控股股东将另推荐后续人选。徐秦烨女士申请辞去公司财务总监职务。辞去财务总监职务后, 徐秦烨女士仍在公司任职其他职务。 ...
音飞储存:8月26日召开董事会会议
Mei Ri Jing Ji Xin Wen· 2025-08-27 00:11
Company Overview - Yinfai Storage (SH 603066) announced on August 27 that its 17th meeting of the 5th Board of Directors was held on August 26, 2025, combining on-site and remote voting methods [1] - The meeting reviewed the proposal regarding the resignation of the financial director and the chairman acting as the financial director [1] Revenue Composition - For the year 2024, Yinfai Storage's revenue composition is as follows: - Automated three-dimensional warehouse system integration accounted for 69.64% - High-precision shelves accounted for 16.41% - Stacker products accounted for 11.63% - Service revenue accounted for 1.68% - Other businesses accounted for 0.64% [1]