Workflow
Innovita Biological Technology (688253)
icon
Search documents
英诺特: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-29 17:35
Group 1 - The company will hold its 2025 First Extraordinary General Meeting on September 15, 2025, at 14:45 in Beijing [2][6] - Voting will be conducted through a combination of on-site and online methods, with specific time slots for each [1][2] - The agenda includes several non-cumulative voting proposals, such as changes to registered capital and the implementation of a stock incentive plan [2][8] Group 2 - The company will utilize the Shanghai Stock Exchange's network voting system for shareholder participation [2][4] - Shareholders must register for the meeting by providing necessary documentation, including identity verification [5][6] - The company aims to enhance participation from small and medium investors by offering reminder services for the meeting [4][6]
英诺特: 华泰联合证券有限责任公司关于北京英诺特生物技术股份有限公司使用暂时闲置募集资金进行现金管理事项的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:34
Investment Overview - The company plans to use up to RMB 300 million of temporarily idle raised funds for cash management, which can be rolled over within this limit [1][6] - The purpose of this investment is to enhance the efficiency of fund utilization without affecting the normal operation of the company's main business or the implementation of investment projects [1][4] Fundraising and Management - The company successfully raised a net amount of RMB 800.48 million from its initial public offering (IPO) of 34,020,000 shares, with all funds in place [2] - The balance of the raised funds in the special account as of June 30, 2025, was RMB 311.32 million, indicating some funds are temporarily idle [3] Investment Strategy - The company will invest in safe, liquid, and principal-protected financial products, such as time deposits and structured deposits, ensuring that these funds are not used for pledging or securities investment [3][4] - Cash management will be conducted through a special account for raised funds or a publicly disclosed dedicated settlement account [3] Risk Management - The company acknowledges potential market risks affecting returns but will manage investments based on economic conditions and market changes [4] - The cash management strategy complies with relevant regulations and internal policies, ensuring that the investment does not alter the intended use of the raised funds [4][6] Approval Process - The board of directors and the supervisory board approved the cash management proposal on August 27, 2025, and the supervisory board expressed clear consent [5][6] - The approval process adheres to legal requirements and regulatory standards, ensuring no adverse impact on shareholder interests [6][7] Institutional Opinions - The supervisory board and the sponsor institution, Huatai United Securities, agree that the cash management of idle funds is appropriate and does not affect the company's normal operations or investment projects [6][7]
英诺特: 华泰联合证券有限责任公司关于北京英诺特生物技术股份有限公司使用部分节余募集资金用于其他募投项目及募投项目延期的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:34
Core Viewpoint - The company plans to use part of the surplus raised funds for other investment projects and to postpone certain investment projects, which aligns with its strategic development and aims to enhance the efficiency of fund utilization [1][10][11]. Fundraising Basic Situation - The company raised a net amount of RMB 800.48 million from its initial public offering of 34,020,000 shares, with all funds accounted for and managed in a dedicated account [1][2]. - The funds were subject to strict regulatory oversight as per relevant guidelines from the China Securities Regulatory Commission and the Shanghai Stock Exchange [1][10]. Investment Project Situation - Due to the net amount raised being lower than initially planned, the company adjusted the investment amounts for its projects to ensure efficient use of funds [2][5]. - The company has terminated certain projects, including the "In Vitro Diagnostic Product R&D and Industrialization Project (Phase I)" as of April 2024, and has made adjustments to other projects [2][5][9]. Use of Surplus Funds - The company intends to allocate RMB 60 million of the surplus funds towards the "In Vitro Diagnostic Product R&D Project," focusing on international market expansion and collaboration with Quanterix Corporation for advanced detection technologies [5][9]. - The surplus funds will also support the development of products for the EU IVDR and US FDA markets, enhancing the company's competitive position [5][9]. Project Postponement - The timeline for the "In Vitro Diagnostic Product R&D Project" has been extended from October 2025 to April 2027 to accommodate the current progress and ensure effective fund utilization [9][10]. Impact on the Company - The adjustments made in the use of surplus funds and project timelines are expected to optimize resource allocation and enhance operational efficiency without adversely affecting the company's core business [9][10]. Review and Decision Procedures - The company’s board and supervisory committee have approved the use of surplus funds, which will be submitted for shareholder approval, ensuring compliance with regulatory requirements [10][11].
英诺特: 北京市中伦律师事务所关于北京英诺特生物技术股份有限公司2023年限制性股票激励计划授予价格调整事项的法律意见书
Zheng Quan Zhi Xing· 2025-08-29 17:34
北京市中伦律师事务所 关于北京英诺特生物技术股份有限公司 法律意见书 二〇二五年八月 北京市中伦律师事务所 关于北京英诺特生物技术股份有限公司 法律意见书 致:北京英诺特生物技术股份有限公司 北京市中伦律师事务所(以下简称"本所")接受北京英诺特生物技术股份有 限公司(以下简称"英诺特"或"公司")委托,就公司 2023 年限制性股票激励计 划(以下简称"激励计划"或"本激励计划")相关事宜担任专项法律顾问,并就本 激励计划出具本法律意见书。 为出具本法律意见书,本所律师审阅了《北京英诺特生物技术股份有限公司 京英诺特生物技术股份有限公司 2023 年限制性股票激励计划实施考核管理办 法》(以下简称"《考核办法》")、公司相关董事会会议文件以及本所律师认为需 要审查的其他文件,并通过查询政府部门公开信息对相关的事实和资料进行了核 查和验证。 为出具本法律意见书,本所律师根据有关法律、行政法规、规范性文件的规 定和本所业务规则的要求,本着审慎性及重要性原则对本激励计划的有关的文件 资料和事实进行了核查和验证。 -1- 对本法律意见书,本所律师作出如下声明: 提供了本所律师认为制作法律意见书所必需的原始书面材料、 ...
英诺特: 北京英诺特生物技术股份有限公司内部控制评价制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The internal control evaluation system of Beijing Innotech Biotechnology Co., Ltd. aims to standardize the internal control evaluation process, ensuring effective operation and compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The internal control evaluation is defined as a comprehensive assessment of the effectiveness of internal controls conducted by the board of directors and management, resulting in a conclusion and evaluation report [1]. - The evaluation must adhere to principles such as comprehensiveness, importance, objectivity, balance, adaptability, and cost-effectiveness [2][3]. Group 2: Organization and Implementation - The board of directors leads the internal control evaluation, delegating the organization and implementation to the audit department [6]. - Responsibilities include the board overseeing the design and operation of internal controls, while the audit committee guides and supervises the evaluation process [6][7]. Group 3: Evaluation Content - The evaluation focuses on elements such as internal environment, risk assessment, control activities, information communication, and internal supervision [11][12]. - Specific evaluations include assessing the organizational structure, risk identification, control measures, information systems, and the effectiveness of internal audits [12][13]. Group 4: Evaluation Procedures and Methods - The evaluation process includes developing a work plan, forming an evaluation team, conducting tests, identifying control deficiencies, and compiling an evaluation report [18][19]. - The audit department is responsible for leading the evaluation and ensuring compliance across departments and subsidiaries [19][20]. Group 5: Deficiency Identification - Internal control deficiencies are categorized into design and operational deficiencies, with severity levels classified as major, important, and general [23][24]. - The criteria for identifying deficiencies include their potential impact on financial reporting and operational effectiveness [24][25]. Group 6: Evaluation Reporting - The company must prepare an annual internal control evaluation report based on legal and regulatory requirements, detailing the evaluation process, identified deficiencies, and corrective actions [26][27]. - The report should be approved by the board and disclosed alongside the annual financial report [30][31]. Group 7: Supervision and Accountability - The audit committee supervises all internal control evaluation activities, and the board is responsible for implementing rewards and penalties based on evaluation outcomes [33][34]. - Any significant deficiencies or risks identified must be reported to the relevant authorities, along with the measures taken to address them [34][35].
英诺特: 北京英诺特生物技术股份有限公司董事会审计委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The document outlines the rules for the Audit Committee of Beijing Innotech Biotechnology Co., Ltd, emphasizing the importance of pre-audit and professional audit to ensure effective supervision of the management by the board of directors [1][2] - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring compliance with relevant laws and regulations [3][4] Group 1: General Provisions - The Audit Committee is established as a specialized committee under the board of directors, responsible for auditing and supervising financial information and internal controls [1][2] - The company does not have a supervisory board; the Audit Committee assumes the powers of a supervisory board as per the Company Law [1] Group 2: Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, and at least one member must be a professional accountant [2] - The chairperson of the Audit Committee is elected from among the independent directors with accounting expertise [2] Group 3: Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising external audits, reviewing financial reports, and ensuring the integrity of internal controls [3][4] - The committee has the authority to propose the hiring or dismissal of external auditors and to review financial reports before submission to the board [4][5] Group 4: Meetings and Procedures - The Audit Committee must meet at least quarterly, and additional meetings can be called as necessary [6][7] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be made by a majority vote [7][8] Group 5: Information Disclosure - The company is required to disclose the Audit Committee's annual performance and meeting details alongside its annual report [9][10] - If the board does not adopt the Audit Committee's recommendations, the company must disclose the reasons for this decision [9][10]
英诺特: 北京英诺特生物技术股份有限公司内幕信息知情人登记管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The document outlines the insider information management system of Beijing Innotech Biotechnology Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations to protect investors' rights and ensure fair information disclosure [1][2]. Group 1: Insider Information Management - The company's board of directors is responsible for managing insider information and must ensure the accuracy and completeness of insider information registries [2]. - Insider information includes any undisclosed information that could significantly impact the company's operations, finances, or stock prices [3]. - The company must maintain a record of all individuals who have access to insider information, including their relationship to the company and the specifics of the information they received [4][5]. Group 2: Responsibilities of Insider Information Holders - Individuals with access to insider information are required to maintain confidentiality and are prohibited from engaging in insider trading or disclosing such information [3][12]. - The company must ensure that the number of individuals with access to insider information is minimized before public disclosure [19]. - Any breach of confidentiality by insider information holders may result in disciplinary actions, including termination and legal consequences [12][14]. Group 3: Reporting and Documentation - The company is required to submit insider information registries and significant event progress memos to the Shanghai Stock Exchange within five trading days after public disclosure [12]. - The documentation must include detailed records of all stages of significant events, including discussions, negotiations, and decisions made [7][8]. - The company must keep insider information registries and significant event progress memos for at least ten years [11].
英诺特: 北京英诺特生物技术股份有限公司董事会战略委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The article outlines the rules for the Strategic Committee of Beijing Innotech Biotechnology Co., Ltd, aimed at enhancing the company's strategic development and decision-making processes [1][4][9] Group 1: General Provisions - The rules are established to adapt to the strategic development needs of the company, enhance core competitiveness, and improve decision-making quality [1] - The Strategic Committee is a specialized committee under the Board of Directors, responsible for researching and proposing recommendations on the company's long-term development strategy and major investment decisions [1][4] Group 2: Composition of the Committee - The Strategic Committee consists of three directors, including at least one independent director [3] - Members are nominated by the Chairman, a majority of independent directors, or more than one-third of all directors, and elected by the Board [3][4] - The term of the Strategic Committee aligns with that of the Board, and members who cease to be directors automatically lose their committee membership [4] Group 3: Responsibilities and Authority - The main responsibilities include understanding economic trends, evaluating strategic plans, and researching major investment and financing proposals [4] - The committee is tasked with checking the implementation of these matters and must submit proposals to the Board for review [4][5] - If the Board does not fully adopt the committee's recommendations, it must document the committee's opinions and reasons for non-adoption [5] Group 4: Committee Meetings - The Strategic Committee meets as needed, with a minimum of two members able to call for a meeting [5] - Meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [5][6] - The committee can invite company directors and senior management to attend meetings and may request relevant information from the company [6][7] Group 5: Confidentiality and Record Keeping - Members have a confidentiality obligation regarding meeting discussions and must not disclose information without authorization [8] - Meeting records must be kept for at least ten years, and independent directors' opinions should be documented [8][9]
英诺特: 北京英诺特生物技术股份有限公司内部审计管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
北京英诺特生物技术股份有限公司 内部审计管理制度 (2025年8月修订) 北京英诺特生物技术股份有限公司 内部审计管理制度 第一章 总则 第一条 为完善北京英诺特生物技术股份有限公司(以下简称"公 司")治理结构,保障公司规范运作,维护财经法纪,改善经营管理, 提高经济效益,保证公司资产安全,促进公司持续健康发展。根据《中 华人民共和国审计法》、《审计署关于内部审计工作的规定》、《上 海证券交易所科创板上市公司自律监管指引第 1 号——规范运作》、 《中国内部审计准则》等法律法规、规范性文件及《北京英诺特生物 技术股份有限公司章程》(以下简称"《公司章程》")的规定,结 合公司实际情况,特制定本实施制度。 第二条 本制度所称内部审计是指一种独立、客观的确认和咨询 活动,它通过运用系统的、规范的方法,审查和评价组织的业务活动、 内部控制和风险管理的适当性和有效性,以促进组织完善治理、增加 价值和实现目标。 第三条 本制度规定了公司内部审计工作的领导体制、内部审计 机构和审计人员、内部审计职责和职权、内部审计工作程序、内部审 计业务文书、内部审计档案管理、内部审计工作经费保障、审计结果 运用和责任追究等有关事项, ...
英诺特: 北京英诺特生物技术股份有限公司董事会审计委员会年报工作规程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The document outlines the annual work procedures of the Audit Committee of Beijing Innotech Biotechnology Co., Ltd, emphasizing the importance of independent auditing and the quality of financial reporting [1][2] - The Audit Committee is responsible for ensuring the accuracy, completeness, and fairness of the annual financial report, focusing on significant accounting and auditing issues, including potential fraud and misstatements [1][3] Summary by Sections Section 1: Purpose and Responsibilities - The Audit Committee's role is to supervise the preparation, auditing, and disclosure of the annual financial report, ensuring compliance with laws and regulations [1] - Committee members must diligently perform their duties to protect the interests of the company and its shareholders [1] Section 2: Engagement of Auditors - The Audit Committee must verify the qualifications of the accounting firm and the annual audit CPA before engagement [2] - After each fiscal year, the committee should receive reports from management regarding significant operational and financing matters [2] Section 3: Audit Process - The timing of the annual financial report audit is to be determined through collaboration among the Audit Committee, financial officers, and the auditing firm [2][3] - The committee is required to review the annual financial statements before the auditors commence their work [3] Section 4: Communication and Meetings - The Audit Committee should maintain communication with the auditors throughout the audit process, including meetings to discuss issues identified during the audit [3][4] - A communication mechanism is established for the Audit Committee, management, and auditors to facilitate discussions before, during, and after the audit [4] Section 5: Evaluation of Auditors - After the audit, the committee must evaluate the auditing firm's performance and quality, making recommendations for reappointment or replacement as necessary [4][5] - Any changes in auditors during the audit period require thorough evaluation and board approval [5] Section 6: Confidentiality and Compliance - Committee members are obligated to maintain confidentiality during the annual report preparation and review process to prevent insider trading and other illegal activities [5]