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海川智能: 股东会议事规则
Zheng Quan Zhi Xing· 2025-07-09 16:24
Core Points - The article outlines the rules for the shareholders' meeting of Guangdong Haichuan Intelligent Machinery Co., Ltd, aiming to enhance operational standards and protect shareholders' rights [2][3][4] Group 1: General Provisions - The rules are established to ensure the legality and effectiveness of the shareholders' meeting procedures and resolutions [2] - The company must strictly adhere to laws, regulations, and its articles of association when convening meetings [2][3] - Shareholders' meetings are categorized into annual and extraordinary meetings, with specific timelines for their convening [2][4] Group 2: Meeting Convening - The board of directors is responsible for timely convening meetings and must respond to requests from independent directors or shareholders holding over 10% of shares [4][5] - If the board fails to convene a meeting within the stipulated time, the audit committee or shareholders can initiate the meeting [5][6] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting authority and be submitted in a timely manner [13][14] - Notifications for annual meetings must be sent 20 days in advance, while extraordinary meetings require a 15-day notice [15][16] Group 4: Meeting Procedures - The meeting must be held at the company's registered location, and provisions for remote participation must be made [20][21] - Shareholders must present valid identification to attend, and the legitimacy of their qualifications will be verified [24][25] Group 5: Voting and Resolutions - Voting must be conducted in accordance with the established rules, and results should be announced promptly [38][39] - The company must implement resolutions regarding dividends or capital increases within two months after the meeting [44][45] Group 6: Legal Compliance - Any resolutions that violate laws or regulations are deemed invalid, and shareholders have the right to challenge such decisions within a specified timeframe [46]
海川智能: 会计师事务所选聘制度
Zheng Quan Zhi Xing· 2025-07-09 16:24
Core Points - The company has established a system for the selection and appointment of accounting firms to enhance financial information quality and protect shareholder interests [1][2] - The audit committee is responsible for overseeing the selection and audit work of the accounting firms [2][7] Selection Process - The selection of accounting firms must be reviewed by the audit committee and approved by the board of directors and shareholders [1][4] - The audit committee must propose the selection process, evaluate proposals, and recommend firms along with audit fees [2][3] - The evaluation criteria for accounting firms include audit fees, qualifications, performance records, quality management, and risk management capabilities [2][3] Evaluation and Approval - Each proposal must be evaluated separately, with quality management weighted at no less than 40% and audit fees at no more than 15% [3] - The audit committee must conduct a thorough evaluation of the selected accounting firm’s performance before renewal [5][6] Documentation and Compliance - All documents related to the selection process must be properly archived for at least 10 years [5] - The audit committee must ensure compliance with relevant laws and regulations during the selection process [7][8] Termination and Replacement - The company cannot replace the accounting firm during the annual audit period unless there are significant issues [6] - If a firm is to be replaced, the reasons must be disclosed, along with the previous firm’s performance and any discrepancies in audit opinions [6][8]
海川智能: 董事会审计委员会工作细则
Zheng Quan Zhi Xing· 2025-07-09 16:24
Core Viewpoint - The establishment of the Audit Committee by Guangdong Haichuan Intelligent Machinery Co., Ltd. aims to enhance the decision-making function of the board of directors, ensure effective supervision of the management, and improve the corporate governance structure [1][2]. Group 1: Audit Committee Structure - The Audit Committee is a specialized working body of the board, responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [1][2]. - The committee consists of three directors, with a majority being independent directors, and at least one member must be a professional accountant [1][2]. - The committee is independent and reports directly to the board, free from interference by other departments or individuals [1][2]. Group 2: Responsibilities and Duties - The main responsibilities of the Audit Committee include supervising external audit work, evaluating internal audit work, reviewing financial information, and ensuring compliance with laws and regulations [3][4]. - The committee is tasked with making decisions on significant accounting policy changes and ensuring the accuracy of financial disclosures [2][3]. - The Audit Department serves as the daily operational body for the committee, handling communication and meeting organization [2][4]. Group 3: Meeting Procedures - The Audit Committee must meet at least quarterly, with provisions for additional meetings as necessary [4][5]. - A quorum requires attendance from at least two-thirds of the committee members, and decisions are made by majority vote [4][5]. - Meeting records must be kept for a minimum of ten years, and all members are bound by confidentiality regarding the discussed matters [5][6]. Group 4: Reporting and Compliance - The committee is responsible for reporting its activities and decisions to the board, including any issues of non-compliance by directors or senior management [5][6]. - The company must disclose the Audit Committee's annual performance and any significant decisions not adopted by the board [5][6]. - The committee has the authority to recommend the dismissal of directors or senior management for violations of laws or regulations [5][6].
海川智能: 防范控股股东资金占用制度
Zheng Quan Zhi Xing· 2025-07-09 16:24
Core Viewpoint - The document outlines the measures and responsibilities of Guangdong Haichuan Intelligent Machinery Co., Ltd. to prevent the controlling shareholder and related parties from occupying company funds, ensuring compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The purpose of the system is to establish a long-term mechanism to prevent the controlling shareholder and related parties from occupying the company's funds [1]. - The company's directors and senior management have the obligation to maintain the safety of company funds [1]. Group 2: Definition of Fund Occupation - Fund occupation includes operational fund occupation through related transactions and non-operational fund occupation such as paying salaries, loans, and other expenses without real transactions [2]. Group 3: Prevention Measures - The company must prevent the controlling shareholder and related parties from occupying funds, assets, and resources through various means [2][3]. - Related transactions must be conducted in accordance with the rules and should be settled promptly to avoid abnormal operational fund occupation [2][3]. Group 4: Responsibilities of the Board and Management - The board of directors and senior management are responsible for maintaining the safety of company funds and must act diligently to prevent fund occupation [6][7]. - The chairman of the board is the primary responsible person for preventing fund occupation and may form a working group for daily supervision [6]. Group 5: Legal and Regulatory Compliance - In cases of asset infringement by the controlling shareholder, the board must take effective measures to stop the infringement and may report to regulatory authorities if necessary [7][8]. - The company must prepare a clearance plan for any fund occupation and report to regulatory authorities in a timely manner [8][9]. Group 6: Accountability and Penalties - Directors and senior management who assist or condone fund occupation will face disciplinary actions, and serious cases may lead to proposals for dismissal [9][10]. - The company will pursue legal responsibility for any losses caused to investors due to violations of this system [10].
停牌!300897拟易主
中国基金报· 2025-07-09 16:07
7月9日晚间,山科智能公告称,公司实控人正在筹划股权转让及控制权变更的相关事宜,交 易对手方为计算机、通信和其他电子设备制造行业的公司。 【导读】山科智能实控人筹划控制权变更事项,自7月10日开市起停牌 中国基金报记者 闻言 易主事项需要国有资产监督管理等有权部门审批 公告显示,7月9日,山科智能收到实控人钱炳炯、岑腾云、季永聪、王雪洲、胡绍水的通 知,正在筹划山科智能的股权转让及控制权变更事宜。 山科智能公告称,预计交易完成后,交易对手方将获得公司不低于5%的股份,以及公司 24.99%股份对应的表决权。 山科智能计划自7月10日开市起停牌,预计停牌时间不超过2个交易日。近期,山科智能的股 价多次大幅上涨,其中7月7日尾盘出现20%的涨停。截至7月9日收盘,山科智能股价报 25.36元/股,下跌1.44%,总市值为35.56亿元。 截至2025年第一季度末,钱炳炯、岑腾云、季永聪、王雪洲、胡绍水均是山科智能的前十大 股东,持股比例分别为14.81%、11.40%、9.62%、8.62%、4.08%。 | | | | | | | | | | 单位:股 | | --- | --- | --- | --- | - ...
从对等关税到“歧视性关税”(申万宏观·赵伟团队)
申万宏源宏观· 2025-07-09 15:37
一、美国关税执行现状?特朗普推迟关税暂停截至日,或分批发出关税上调信函 截至5月,美国平均关税税率7.4%,加征进度偏慢。 截至最新数据,美国对中国税率38.6%,对日本 9.3%、对英国6.2%,对越南4.8%、对德国6%。主要产品关税中,汽车进口税率13.4%,钢制产品进口税 率29.5%、铝产品23%,塑料产品11.3%,电气设备8.3%。 关注、加星,第一时间接收推送! 文 | 赵伟、陈达飞、赵宇 联系人 | 赵宇 报告正文 美东时间7月7日,特朗普向日本、韩国等14国发送了上调关税的信件。新关税将于8月1日生效,税率较 为接近4月初的对等关税。市场选择"理性忽视",等待后续的数据验证。 7月7日,美国宣布提升14国关税,生效日期推迟至8月1日。 4月2日对等关税的市场冲击超预期,9日特 朗普宣布关税暂缓90天,仅实施10%的基准税。7月7日,特朗普宣布提升14国关税,但生效日期推迟至8 月1日,或有意向谈判各方施压。 特朗普或选择分批发送关税信函,集中力量,定向施压,分层税率,提高谈判效率。 特朗普7月3日曾表 示,与各国单独谈判过于复杂,将改为按批次分组、统一关税。这相当于回到了"歧视性关税"框架 ...
东方精工: 2025年半年度业绩预告
Zheng Quan Zhi Xing· 2025-07-09 11:13
Performance Forecast - The company expects a net profit of 360.54 million to 426.09 million yuan for the current reporting period, representing a growth of 120% to 160% compared to the previous year, where the net profit was 163.88 million yuan [1] - The expected net profit after deducting non-recurring gains and losses is projected to be between 252.02 million and 274.93 million yuan, reflecting a growth of 10% to 20% from the previous year's figure of 229.11 million yuan [1] - The basic earnings per share are anticipated to be between 0.31 yuan and 0.36 yuan, compared to 0.14 yuan per share in the same period last year [1] Communication with Auditors - The financial data in this performance forecast has not been audited by the accounting firm, but the company has communicated with the auditors regarding the forecast [1] Reasons for Performance Change - The equipment business segment has continued its strong revenue growth since 2020, with a revenue growth rate exceeding 20%, contributing positively to the company's consolidated revenue and profit [1]
沃格光电: 国浩律师(上海)事务所关于江西沃格光电集团股份有限公司差异化分红事项之专项法律意见书
Zheng Quan Zhi Xing· 2025-07-09 11:12
国浩律师(上海)事务所 法律意见书 国浩律师(上海)事务所 关于江西沃格光电集团股份有限公司 差异化分红事项之专项法律意见书 致:江西沃格光电集团股份有限公司 根据《中华人民共和国公司法》 (以下简称"《公司法》")、 、《上海证券交易所上市公司自律监管指引第7 号——回购股份》 (以下简称"《自律监管指引第 7 号》")、 《上海证券交易所股票 上市规则》(以下简称"《上市规则》")、《上海证券交易所交易规则》(以下简称 "《交易规则》")以及《江西沃格光电集团股份有限公司章程》(以下简称"《公 司章程》 ")等相关法律、法规及规范性文件的规定,本所律师就江西沃格光电集 团股份有限公司(以下简称"公司")2024 年度利润分配涉及的差异化分红(以 下简称"本次差异化分红")相关事项出具本法律意见书。 按照律师行业公认的业务标准、道德规范和勤勉尽责的精神,依据本法律意 见书出具之日以前已发生或存在的事实,本所律师发表法律意见,并声明如下: 出具本法律意见书有关的所有文件资料及证言进行了审查判断,对公司本次差异 化分红合法、合规、真实、有效进行了充分的核查验证,保证本法律意见书不存 在虚假记载、误导性陈述及重大 ...
东方精工:预计上半年净利润同比增长120%-160%
news flash· 2025-07-09 10:51
东方精工(002611)公告,预计2025年上半年净利润为3.61亿元–4.26亿元,比上年同期的1.64亿元增长 120%-160%。报告期内,公司瓦楞纸包装装备业务整体营收利润保持稳健;水上动力设备业务板块整体 营收延续了自2020年以来的良好增势,营收增速超20%,对公司合并报表营收利润的贡献持续增长。 ...
超捷股份(301005) - 2025年07月09日投资者关系活动记录表
2025-07-09 10:28
Group 1: Commercial Aerospace Business - The company has made significant progress in the commercial aerospace sector, focusing on manufacturing rocket structural components, including major segments like shell segments, fairings, fuel tanks, and engine valves [2] - The production capacity for commercial aerospace is set at 10 rockets per year, with a high utilization rate and sufficient orders on hand [2] - The estimated value of structural components for a single commercial rocket is approximately $15 million, which could increase to $25-30 million after the completion of the fuel tank production line [3] Group 2: Competitive Advantages - The company possesses a talent advantage with a dedicated team experienced in the commercial aerospace field [3] - Financial strength allows the company to invest in equipment and production line construction based on market conditions [3] Group 3: Automotive Business Overview - The company specializes in high-strength precision fasteners and irregular connectors, primarily used in automotive engine turbocharging systems and other critical components [3] - Future growth points in the automotive sector include expanding exports and developing new customers, such as NIO and BYD [4] Group 4: Plastic Parts and Robotics - The rapid growth in the plastic parts business is attributed to the expansion into the automotive sector and the demand for lightweight materials [4] - The humanoid robotics business is a key direction, with initial small batch orders received, although large-scale orders are not yet achieved [4]