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鸿远电子: 鸿远电子关于为子公司提供担保的进展公告
Zheng Quan Zhi Xing· 2025-06-25 16:26
Core Viewpoint - The company has provided guarantees for its subsidiaries to support their business development, with a total guarantee amount not exceeding RMB 1.13 billion for the year 2025 [1][10]. Group 1: Guarantee Details - The company has provided joint liability guarantees for its subsidiaries, including Yuanlu Hongyuan, Chuangsi Beijing, and Hongyuan Zetong, with maximum guarantee amounts of RMB 11 million, RMB 44 million, and RMB 11 million respectively [1][2]. - The company has also provided guarantees for Honglichip and Chengdu Rongwei, with maximum amounts of RMB 15 million and RMB 10 million respectively [1][2]. - The total amount of guarantees provided by the company for its subsidiaries is RMB 1.13 billion, as approved in the annual shareholders' meeting [1][11]. Group 2: Subsidiary Information - The subsidiaries involved in the guarantees are all within the company's consolidated financial statements, allowing the company to effectively control their daily operations and financial conditions [10]. - The subsidiaries include Beijing Yuanlu Hongyuan Electronics Technology Co., Ltd., Chuangsi (Beijing) Electronics Technology Co., Ltd., Beijing Hongyuan Zetong Electronics Technology Co., Ltd., Chengdu Honglichip Semiconductor Co., Ltd., and Chengdu Rongwei Microwave Electronics Co., Ltd. [2][9]. Group 3: Financial Metrics of Subsidiaries - Yuanlu Hongyuan reported total assets of RMB 193.81 million and a net loss of RMB 1.22 million for the last fiscal year [3]. - Chuangsi Beijing had total assets of RMB 352.33 million and a net profit of RMB 3.87 million [5]. - Hongyuan Zetong reported total assets of RMB 51.52 million and a net profit of RMB 1.36 million [7]. - Honglichip had total assets of RMB 207.94 million and a net profit of RMB 4.40 million [9]. - Chengdu Rongwei reported total assets of RMB 65.18 million and a net loss of RMB 23.75 million [9].
珠城科技: 第四届董事会第九次会议决议公告
Zheng Quan Zhi Xing· 2025-06-23 08:11
证券代码:301280 证券简称:珠城科技 公告编号:2025-034 一、董事会会议召开情况 浙江珠城科技股份有限公司(以下简称"公司")第四届董事会第九次会议 于 2025 年 6 月 23 日(星期一)在浙江省乐清经济开发区纬十五路 201 号 1 号楼 话、邮件的方式送达各位董事。本次会议应出席董事 9 人,实际出席董事 9 人(其 中:董事张建道先生、施士乐先生、施乐芬女士、杨旭迎先生;独立董事陈云义 先生、余劲国先生、王光昌先生以通讯方式出席会议)。 本次董事会会议由董事长张建春先生主持,公司监事、高级管理人员列席 会议。 二、董事会会议审议情况 浙江珠城科技股份有限公司 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。 本次董事会会议召开符合有关法律、行政法规、部门规章、规范性文件和《公 司章程》的规定。 (一)审议通过《关于为全资子公司提供担保的议案》 公司为佛山珠城提供担保,是为了满足子公司投资建设佛山连接器生产基地 需要。佛山珠城系公司全资子公司,该笔担保风险处于公司可控制范围之内,不 存在损害公司及广大投资者利益的情形,本次担保符合公司整体 ...
新三板挂牌不到半年、春光集团冲击创业板IPO,“集资”活动曾遭监管问询
Sou Hu Cai Jing· 2025-06-21 02:29
Core Viewpoint - Shandong Chunguang Technology Group Co., Ltd. has received acceptance for its IPO application on the ChiNext board, with China International Capital Corporation as the sponsor [3] Group 1: Company Overview - Chunguang Group specializes in the research, production, and sales of soft magnetic ferrite powder, and has expanded its product line to include soft magnetic ferrite cores, electronic components, and power supplies [3] - The company was listed on the New Third Board on January 8, 2023, and submitted its application for the ChiNext board less than six months later [3] Group 2: Financial Performance - Revenue for Chunguang Group is projected to be 1.015 billion yuan in 2022, 930 million yuan in 2023, and 1.077 billion yuan in 2024 [5] - Net profit attributable to the parent company is expected to be 77.14 million yuan in 2022, 87.03 million yuan in 2023, and 98.89 million yuan in 2024 [5] Group 3: Financial Metrics - Total assets are forecasted to reach 1.2855816 billion yuan by December 31, 2024, up from 1.0498372 billion yuan in 2023 and 940.1009 million yuan in 2022 [6] - The company's equity attributable to shareholders is projected to be 676.4837 million yuan in 2024, compared to 577.5940 million yuan in 2023 and 490.5608 million yuan in 2022 [6] - The debt-to-asset ratio for the parent company is expected to increase to 7.83% in 2024 from 5.28% in 2023 and 2.20% in 2022 [6] Group 4: Research and Development - Research and development expenses are anticipated to be 51.0515 million yuan in 2024, representing 4.74% of revenue, compared to 4.46% in 2023 and 4.22% in 2022 [6] Group 5: Management and Control - Han Weidong, the actual controller of Chunguang Group, holds 34.04% of the company's shares and controls a total of 55.52% of the voting rights [6] - Han Weidong has extensive experience in various managerial roles within the company and related enterprises [7] Group 6: Regulatory Concerns - A company named Shandong Rui'an Asset Management Co., Ltd., previously controlled by Han Weidong, was recently deregistered and has drawn regulatory scrutiny [8] - Regulatory authorities have requested clarification on whether Rui'an Asset and Chunguang Group are involved in any illegal fundraising activities [10] - Chunguang Group has stated that there are no allegations of illegal fundraising or operations related to Rui'an Asset [12]
鸿远电子: 鸿远电子关联交易管理办法
Zheng Quan Zhi Xing· 2025-06-20 10:46
Core Points - The document outlines the management measures for related party transactions of Beijing Yuanliuhongyuan Electronic Technology Co., Ltd to standardize operations and protect investors' rights [1][2][3] - The measures apply to the company and its subsidiaries included in the consolidated financial statements, requiring timely reporting of related transactions to the board [1][2] - Related transactions must adhere to principles of equality, voluntariness, fair pricing, and protection of non-related shareholders' rights [1][2][3] Section Summaries Chapter 1: General Principles - The purpose of the measures is to regulate related party transactions and enhance operational standards [1] - Related transactions must be reported to the board and follow specific approval and disclosure procedures [1][2] Chapter 2: Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [2][3] - Specific criteria are established to identify related legal entities and individuals, including those holding more than 5% of shares [2][3] Chapter 3: Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties [5][6] - The board must ensure that related directors abstain from voting on related transactions, and non-related directors must constitute a majority for decisions [5][6] Chapter 4: Approval and Disclosure of Related Transactions - Transactions exceeding certain monetary thresholds require board approval and must be disclosed [15][16] - Specific thresholds are set for transactions with related natural persons (over 300,000 yuan) and related legal entities (over 3 million yuan) [15][16] Chapter 5: Accountability - Violations of the related transaction management measures can lead to disciplinary actions against responsible individuals [37][38] - The company has the authority to impose penalties ranging from warnings to termination of employment for serious violations [38][39] Chapter 6: Supplementary Provisions - The measures take effect upon approval by the shareholders' meeting and will be interpreted by the board [41][42]
鸿远电子: 鸿远电子规范与关联方资金往来的管理办法
Zheng Quan Zhi Xing· 2025-06-20 10:46
Core Points - The document outlines the management measures for fund transactions between Beijing Yuan Liu Hongyuan Electronic Technology Co., Ltd. and its related parties, aiming to protect investors' rights and comply with relevant laws and regulations [1][2][3] - The company defines related parties as per the listing rules and emphasizes the need to regulate and minimize related transactions to prevent fund occupation by these parties [1][2][3] Group 1: Definitions and Scope - The term "fund occupation" includes both operational and non-operational fund occupations, with operational occupations arising from related transactions and non-operational occupations involving payments for wages, benefits, and other expenses without a corresponding service or product [2][3] - Related parties are prohibited from using their relationships to harm the company's interests and must bear compensation responsibilities for any losses incurred [2][3] Group 2: Regulations on Fund Transactions - The company must strictly limit fund occupations by related parties and ensure that any operational fund transactions comply with the listing rules and the company's management measures [3][4] - The company is not allowed to provide funds to related parties through various means, including covering expenses or making loans without a legitimate business rationale [3][4][5] Group 3: Management and Responsibilities - The board of directors and senior management are responsible for safeguarding the company's funds and must adhere to established governance procedures [4][5] - The finance department is tasked with accurately accounting for fund transactions with related parties and maintaining proper documentation to ensure compliance with governance standards [4][5] Group 4: Accountability and Enforcement - Directors and senior management are liable for any losses caused by violations of these measures, with potential penalties including dismissal and legal action [5][6] - The company will take legal action to recover funds occupied by related parties and seek compensation for any losses incurred [6]
鸿远电子: 鸿远电子董事、高级管理人员薪酬管理办法
Zheng Quan Zhi Xing· 2025-06-20 10:46
Core Points - The document outlines the compensation management measures for directors and senior management of Beijing Yuanliuhongyuan Electronic Technology Co., Ltd, aiming to enhance the incentive and restraint mechanism based on company law and internal regulations [1][2]. Group 1: General Principles - The compensation management for directors and senior management follows principles such as aligning compensation with the company's actual operating conditions, integrating rights, responsibilities, and benefits, and balancing incentives with constraints [1][3]. - Adjustments to compensation can be made based on the company's operational development and industry salary levels [1][2]. Group 2: Management Structure - The shareholders' meeting is responsible for reviewing the compensation plans for directors, while the board of directors is responsible for reviewing the compensation plans for senior management [2][3]. - The board's compensation and assessment committee is tasked with establishing assessment standards and conducting annual evaluations of directors and senior management [2]. Group 3: Compensation Standards and Management - Independent directors receive compensation as per the approved plan by the shareholders' meeting, while non-independent directors who also serve as senior management are compensated according to senior management standards [2]. - Senior management operates on a salary system that links compensation to responsibilities, risks, and performance, consisting of a basic salary and performance-based pay [2][3]. - Compensation for directors and senior management is pre-tax income, subject to personal income tax [2]. Group 4: Additional Provisions - The compensation management measures take effect upon approval by the shareholders' meeting and are subject to interpretation by the board of directors [3]. - In cases where the measures are inconsistent with laws, regulations, or the company's articles of association, the relevant laws and regulations will prevail [3].
鸿远电子: 鸿远电子对外投资管理办法
Zheng Quan Zhi Xing· 2025-06-20 10:46
Core Viewpoint - The document outlines the external investment management measures of Beijing Yuanliuhongyuan Electronic Technology Co., Ltd., aiming to standardize investment decision-making processes, enhance management and supervision, control investment risks, and improve investment returns [1]. Group 1: General Principles - The external investment refers to various forms of investment activities made by the company to obtain future returns, categorized into short-term and long-term investments [1][2]. - Short-term investments are defined as those that can be liquidated or held for no more than one year, including stocks, bonds, funds, and trusts [1]. - Long-term investments are those with a duration exceeding one year, including long-term bonds, equity investments, and other forms of investment [1]. Group 2: Organizational Management - The investment decisions are made by the shareholders' meeting, board of directors, and general manager within their respective authority [2]. - The board of directors' strategy and ESG committee is responsible for coordinating and organizing the analysis and research of external investment projects [2][3]. - The general manager is the primary responsible person for implementing external investments, overseeing personnel, finances, and materials, and reporting progress to the board [2][3]. Group 3: Approval Authority and Decision-Making Process - External investment matters reaching certain thresholds must be approved by the board and submitted to the shareholders' meeting for review [4][5]. - Specific thresholds include investments involving total assets exceeding 50% of the company's audited total assets or profits exceeding 50% of the audited net profit [4][5]. - Investments not meeting these thresholds can be approved by the general manager [6]. Group 4: Implementation and Management - Prior to investment, market research and feasibility analysis must be conducted, with significant projects requiring third-party evaluations [8][9]. - Legal reviews of investment contracts are mandatory before signing to protect the company's interests [9]. - The financial department is responsible for comprehensive financial records and accounting for each investment project [11][12]. Group 5: Recovery or Transfer of Investments - The company can recover investments under specific circumstances, such as project completion or bankruptcy of the invested entity [37][38]. - Prior to transferring investments, a written analysis report must be prepared, and the approval process mirrors that of initial investments [39].
鸿远电子: 鸿远电子公司章程
Zheng Quan Zhi Xing· 2025-06-20 10:46
北京元六鸿远电子科技股份有限公司 二〇二五年六月 目 录 北京元六鸿远电子科技股份有限公司 章 程 第一章 总 则 第一条 为规范北京元六鸿远电子科技股份有限公司(以下简称"公司") 的组织和行为,维护公司、股东、职工和债权人的合法权益,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》(以下 简称"《证券法》")和其他有关规定,制定本章程。 章 程 第二条 公司系依照《公司法》《证券法》和其他有关规定成立的股份有限 公司。 公司系北京元六鸿远电子技术有限公司依法以整体变更方式发起设立,在北 京市丰台区市场监督管理局注册登记,取得营业执照,统一社会信用代码: 第五条 公司住所:北京市丰台区海鹰路 1 号院 5 号楼 3 层 3-2(园区) 邮政编码:100070 第六条 公司注册资本为人民币 23,108.0892 万元 第七条 公司为永久存续的股份有限公司 第三条 公司于 2019 年 4 月 19 日经中国证券监督管理委员会 (以下简称"中 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东会 ...
春光集团IPO:经营净现金流大降 净现比滑坡 应收账款高悬
Xin Lang Zheng Quan· 2025-06-20 10:31
Core Viewpoint - Shandong Chunguang Technology Group Co., Ltd. has submitted an IPO application to the Shenzhen Stock Exchange, aiming to raise 750 million yuan for expansion, R&D center construction, and working capital, but faces significant concerns regarding cash flow and business structure [1]. Group 1: Financial Performance - The company's main business involves the research, production, and sales of soft magnetic ferrite powder, with revenue figures of 1.015 billion yuan, 930 million yuan, and 1.077 billion yuan for 2022-2024 respectively [2]. - The net profit attributable to the parent company for the same period was 73.62 million yuan, 85.15 million yuan, and 92.76 million yuan [2]. - Operating cash flow has drastically decreased from 80.10 million yuan to 28.65 million yuan, a decline of 64.23%, indicating a significant drop in cash generation relative to net profit [2]. Group 2: Accounts Receivable Issues - The company's accounts receivable surged, reaching 359 million yuan by the end of 2024, which constitutes 33.3% of revenue, with a growth rate of 30.48% that outpaces revenue growth [2]. - The net cash flow to net profit ratio fell from 1.03 to 0.29, suggesting that for every 1 yuan of net profit, the actual cash received is less than 0.3 yuan [2]. Group 3: Business Structure Concerns - The company has a highly concentrated business structure, with over 80% of its revenue derived from soft magnetic ferrite products, making it vulnerable to market fluctuations and competitive pressures [3]. - The products are utilized in various sectors such as new energy vehicles, smart home appliances, and communication devices, which have promising growth prospects but also face uncertainties [3]. - Potential challenges include a slowdown in demand from the new energy vehicle sector due to policy changes and increased competition, as well as rapid technological advancements in smart home and consumer electronics [3].
鸿远电子: 鸿远电子关于修订公司章程并取消监事会的公告
Zheng Quan Zhi Xing· 2025-06-20 10:23
证券代码:603267 证券简称:鸿远电子 公告编号:临 2025-029 北京元六鸿远电子科技股份有限公司 关于修订公司章程并取消监事会的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 北京元六鸿远电子科技股份有限公司(以下简称"公司")于 2025 年 6 月 事会的议案》,现将有关内容公告如下: 一、修订《公司章程》并取消监事会的情况 根据《中华人民共和国公司法》《上市公司章程指引》《上海证券交易所股 票上市规则》《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等 相关规定,并结合公司实际情况,拟对《公司章程》进行修订,本次章程修订经 公司股东会审议通过后生效,公司将不再设置监事会和监事,取消监事会主席职 务,监事会的职权由董事会审计委员会行使,公司《监事会议事规则》相应废止。 二、拟修订《公司章程》部分条款 《公司章程》修订前 《公司章程》修订后 第一条 为规范北京元六鸿远电子科技股份有限 第一条 为规范北京元六鸿远电子科技股份有限 公司(以下简称"公司")的组织和行为,保护 公司(以下简称"公司") ...