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金域医学: 广州金域医学检验集团股份有限公司董事、高级管理人员行为规范
Zheng Quan Zhi Xing· 2025-08-22 16:36
Core Viewpoint - The document outlines the code of conduct for the board of directors and senior management of Guangzhou Kingmed Diagnostics Group Co., Ltd, emphasizing the importance of integrity, compliance with laws, and the protection of company interests [2][3]. Summary by Sections General Principles - Directors and senior management must adhere to laws, regulations, and the company's articles of association, ensuring loyalty and diligence in their duties [2]. - They are prohibited from using their positions for personal gain or accepting bribes [3]. Director Conduct - Directors must actively seek detailed information before making decisions and ensure compliance with legal and regulatory requirements [5]. - Attendance at board meetings is mandatory unless a valid reason is provided, and they must not accept vague or unlimited proxies [8]. - Directors must avoid conflicts of interest, especially in related party transactions, and must report any significant issues to the stock exchange [12][7]. Senior Management Conduct - Senior management is required to act in the best interests of the company and shareholders, executing board resolutions without unauthorized changes [33]. - They must report significant operational or financial events to the board promptly [34]. Additional Provisions - The code of conduct is effective from the date of board approval and is subject to interpretation by the board [37][15].
金域医学: 广州金域医学检验集团股份有限公司董事会审计委员会实施细则
Zheng Quan Zhi Xing· 2025-08-22 16:36
Core Points - The article outlines the implementation rules for the Audit Committee of Guangzhou Kingmed Diagnostics Group Co., Ltd, aimed at enhancing the decision-making function of the board and ensuring effective supervision of the management team [1][3][4] Group 1: General Provisions - The Audit Committee is established to strengthen the board's decision-making capabilities and ensure professional audits [1] - The committee is responsible for communication, supervision, and verification of both internal and external audits [1][2] Group 2: Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, including at least one accounting professional [3] - The committee is chaired by an independent director who is an accounting professional, elected by the independent directors and approved by the board [3][4] Group 3: Responsibilities and Authority - The committee has the authority to review the company's periodic reports, inspect financials, supervise management actions, and report any violations to the board [5][6] - It is responsible for approving financial disclosures, hiring or firing external auditors, and overseeing internal audit functions [6][7] Group 4: Decision-Making Procedures - The Audit Committee must meet at least quarterly, with provisions for special meetings as needed [14] - Decisions require the presence of at least two-thirds of the committee members, and voting can be conducted in various formats [15][16] Group 5: Meeting Rules - Meetings must be documented accurately, with records maintained for ten years [27] - Members have confidentiality obligations regarding the matters discussed in meetings [28] Group 6: Final Provisions - The implementation rules take effect upon board approval and are subject to national laws and the company's articles of association [29][30] - The board retains the right to interpret these rules [31]
金域医学: 广州金域医学检验集团股份有限公司董事、高级管理人员所持公司股份及其变动管理制度
Zheng Quan Zhi Xing· 2025-08-22 16:36
Core Viewpoint - The document outlines the management system for the shares held by the directors and senior management of Guangzhou Kingmed Diagnostics Group Co., Ltd, emphasizing compliance with relevant laws and regulations regarding share trading and disclosure [1][2][3]. Group 1: Management Procedures - The system applies to shares held by directors, senior management, and their concerted actors, including all shares registered in their securities accounts and related derivatives [2]. - Directors and senior management must notify the board secretary in writing before buying or selling company shares, allowing for verification of compliance with disclosure and legal requirements [4][5]. - The company must apply to the Shanghai Stock Exchange for shares held by directors and senior management to be registered as restricted shares under certain conditions [6][7]. Group 2: Reporting and Disclosure - Directors and senior management must report any changes in their shareholdings within two trading days, including details such as the number of shares before and after the change, transaction date, and reason for the change [6][10]. - The board secretary is responsible for confirming the share management information and ensuring timely and accurate reporting to the Shanghai Stock Exchange [10][13]. Group 3: Trading Restrictions - Directors and senior management are prohibited from transferring shares within one year of the company's stock listing and for six months after leaving their positions [8][9]. - There are specific periods during which directors and senior management cannot trade shares, such as 15 days before the announcement of annual or semi-annual reports [20][21]. Group 4: Compliance and Penalties - The company will take disciplinary actions against directors and senior management who violate trading regulations, including the recovery of profits from illegal trades [29][30]. - The document specifies that any insider trading or violations of the securities law will lead to legal consequences, including potential criminal liability [29][30].
金域医学: 广州金域医学检验集团股份有限公司章程(202508)
Zheng Quan Zhi Xing· 2025-08-22 16:36
Core Points - The company aims to protect the legal rights of shareholders, employees, and creditors while standardizing its organization and behavior according to relevant laws and regulations [2][3] - The company was established as a joint-stock company in accordance with the Company Law of the People's Republic of China and is registered with the Guangzhou Market Supervision Administration [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 68.68 million shares on August 18, 2017, and was listed on the Shanghai Stock Exchange on September 8, 2017 [3][4] - The registered capital of the company is RMB 463.258275 million [3][4] Company Structure - The company is a permanent joint-stock company with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [3][4] - The legal representative of the company is the chairman, and the company must appoint a new legal representative within 30 days if the current one resigns [3][4] - The company has established a Communist Party organization to play a leading role in its operations [4] Business Objectives and Scope - The company's business objective is to become the best third-party testing institution in China by improving testing technology and expanding its services [4][5] - The main business activities include investment consulting, biotechnology development, software development, environmental monitoring, and various testing services [4][5] Share Issuance and Capital Structure - The company's shares are issued in the form of stocks, and all shares of the same category have equal rights [5][6] - The total number of shares issued by the company is 463.258275 million, all of which are ordinary shares [5][6] - The company can provide financial assistance for others to acquire its shares under certain conditions, with a limit of 10% of the total issued capital [6][7] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, attend meetings, supervise company operations, and transfer their shares [13][14] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [18][19] - Shareholders who abuse their rights may be held liable for damages to the company or other shareholders [18][19] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [51][52] - Shareholder meetings must be convened in accordance with legal and regulatory requirements, and the notice must include detailed information about the meeting [61][62] - Shareholders holding more than 10% of the shares can request a temporary meeting, and the board must respond within 10 days [30][31]
金域医学: 广州金域医学检验集团股份有限公司总经理工作细则
Zheng Quan Zhi Xing· 2025-08-22 16:36
广州金域医学检验集团股份有限公司 总经理工作细则 广州金域医学检验集团股份有限公司 总经理工作细则 第一章 总则 第一条 为提高广州金域医学检验集团股份有限公司(以下简称"公司") 管理效率和科学管理水平,完善公司法人治理结构,明确总经理的职责,保障总 经理行使职权,促进公司稳定健康发展,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》")、 《上海证券交易所股票上市规则》等相关法律、法规和规范性文件及《广州金域 医学检验集团股份有限公司章程》(以下简称"《公司章程》")的规定,特制 定本细则。 第二条 公司总经理由董事会聘任或解聘,总经理主持公司的经营管理工 作,组织实施董事会决议,对董事会负责。 本细则所称公司高级管理人员,包括公司总经理以及由董事会聘任的副总经 理、董事会秘书、财务总监等。 第三条 制订本细则的目的,在于明确总经理及公司其他高级管理人员的职 责权限,规范公司其他高级管理人员的经营管理行为和决策程序,促使公司经营 管理工作正常和有效进行,提高公司管理效率和科学决策水平。 第二章 任职资格 第四条 总经理和其他高级管理人员的基本任职条件 ...
金域医学: 广州金域医学检验集团股份有限公司信息披露管理制度
Zheng Quan Zhi Xing· 2025-08-22 16:36
Core Points - The document outlines the information disclosure management system of Guangzhou Kingmed Diagnostics Group Co., Ltd, aiming to standardize disclosure practices and protect investors' rights [1][2][3] - The system applies to various stakeholders, including the board of directors, senior management, and major shareholders, ensuring they adhere to disclosure obligations [2][3] - The company must disclose significant information in a timely, fair, and accurate manner, ensuring all investors have equal access to the same information [3][4][5] Group 1 - The information disclosure is defined as the act of publicly announcing significant information that could impact the company's stock price, in accordance with relevant laws and regulations [1][2] - The company and its related parties are required to ensure the truthfulness, accuracy, and completeness of disclosed information, avoiding misleading statements or omissions [4][5][6] - All significant information must be disclosed simultaneously to all investors, preventing selective disclosure to certain parties [3][4][5] Group 2 - The company must report any undisclosed significant information to the Shanghai Stock Exchange promptly and follow the prescribed disclosure procedures [4][5][6] - The disclosure of information should be based on objective facts and should not exaggerate or mislead [4][5][6] - The company is responsible for ensuring that all disclosures are complete and comply with the required formats [4][5][6] Group 3 - Regular reports, including annual and interim reports, must be disclosed within specified timeframes, with the annual report requiring an audit by a qualified accounting firm [9][10][11] - The company must announce any changes in significant events or circumstances that could affect its securities trading [15][16][17] - The management is responsible for ensuring that all disclosures are made in a timely and accurate manner, with the board of directors overseeing the process [47][48][49]
金域医学: 广州金域医学检验集团股份有限公司第四届监事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-08-22 16:28
证券代码:603882 证券简称:金域医学 公告编号:2025-035 一、监事会会议召开情况 广州金域医学检验集团股份有限公司(以下简称"公司")第四届监事会第 六次会议于 2025 年 8 月 22 日在公司会议室以现场的方式召开,会议通知已于 应出席监事 3 名,实际出席监事 3 名。本次会议的通知和召开程序符合《中华人 民共和国公司法》、 《广州金域医学检验集团股份有限公司章程》的相关规定,本 次会议及其决议合法有效。 二、监事会会议审议情况 出席本次会议的全体监事对本次会议的议案进行了认真审议,并以记名投票 表决方式通过以下决议: (一)审议通过《广州金域医学检验集团股份有限公司 2025 年半年度报告 全文及摘要》 经审议,监事会认为,2025 年半年度报告的编制和审议程序符合法律、法 规、公司章程和公司内部管理制度的各项规定;报告的内容和格式符合中国证监 会和上海证券交易所的各项规定,所包含的信息能真实、准确、完整地反映出公 司报告期内的经营管理和财务状况等事项;未发现参与报告编制和审议的人员有 违反保密规定的行为。具体内容详见同日于上海证券交易所网站 (www.sse.com.cn)及公司指定 ...
金域医学(603882.SH):上半年净亏损8481万元
Ge Long Hui A P P· 2025-08-22 14:38
格隆汇8月22日丨金域医学(603882.SH)公布2025年半年报,公司营业收入为30.0亿元,同比下降 22.8%;归母净利润亏损8481万元,同比下降194.6%;扣非归母净利润亏损9796万元,同比下降 231.9%。 ...
金域医学:2025年上半年业绩发布 三级医院收入占比达51.18%
Core Insights - The core viewpoint of the articles highlights the performance and strategic initiatives of Kingmed Diagnostics (金域医学) in the medical testing industry, particularly in the context of its financial results and innovative approaches to enhance operational efficiency and market competitiveness. Financial Performance - In the first half of 2025, Kingmed Diagnostics reported total revenue of 2.997 billion yuan, with a net profit attributable to shareholders of -85 million yuan due to credit impairment losses of 272 million yuan. However, the operating cash flow improved significantly, reaching 350 million yuan, a year-on-year increase of 920% [1]. Industry Trends - The medical testing industry is undergoing a deep adjustment period driven by multiple factors, including healthcare reform, technological advancements, ecological restructuring, and data application [1]. Product and Service Innovation - Kingmed Diagnostics launched several high-cost performance products in oncology, infectious diseases, and neurology, achieving significant revenue growth: the "惠民3000" series for tumors grew by 85%, the Meta series for infectious diseases by 49.99%, and the early screening series for Alzheimer's disease by 68.43%. The revenue from tertiary hospitals increased to 51.18%, up by 5.43 percentage points year-on-year [2]. Collaborative Efforts - The company has established partnerships with over 210 hospitals, universities, and research institutions, collaborating on multi-center research and joint laboratory construction with top-tier hospitals [2]. AI Integration - Kingmed Diagnostics has initiated the "AI IN ALL" program, developing 55 intelligent applications to enhance business processes. AI-assisted diagnostics were utilized 2.2 million times in a year, improving laboratory efficiency significantly, with a 70% increase in report issuance efficiency for the tumor molecular reporting system [3]. Data-Driven Growth - The company has accumulated over 3 billion medical testing data samples and successfully launched 21 data products on data exchanges in major cities. It was selected as a pilot for the national trusted data space innovation development, being the only medical institution to achieve this [4]. Commercial Model Exploration - Kingmed Diagnostics has developed a compliant commercial model for the circulation of medical testing data, collaborating on 20 projects with various entities, including public health departments and pharmaceutical companies. The company is actively involved in major public health initiatives, including infectious disease monitoring and emergency response [5].
金域医学(603882) - 广州金域医学检验集团股份有限公司关于取消公司监事会并修订《公司章程》及相关制度的公告
2025-08-22 11:32
证券代码:603882 证券简称:金域医学 公告编号:2025-036 广州金域医学检验集团股份有限公司 关于取消公司监事会并修订《公司章程》 及相关制度的公告 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。 广州金域医学检验集团股份有限公司(以下简称"公司")于 2025 年 8 月 22 日召开第四届董事会第七次会议审议通过了《关于取消公司监事会并修订〈公 司章程〉及相关议事规则的议案》及《关于修订公司部分治理制度的议案》,现 将相关情况公告如下: 一、取消监事会的情况 现拟对《公司章程》修订的具体内容如下: 1 | 第一条 为维护广州金域医学检验集团股份 | 第一条 为维护广州金域医学检验集团股份有 | | --- | --- | | 有限公司(下称"公司")、股东和债权人 | 限公司(下称"公司")、股东、职工和债权 | | 的合法权益,规范公司的组织和行为,弘扬 | 人的合法权益,规范公司的组织和行为,弘扬 | | 企业家精神,根据《中华人民共和国公司法》 | 企业家精神,根据《中华人民共和国公司法》 | | (以下 ...