Innovita Biological Technology (688253)
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英诺特: 北京英诺特生物技术股份有限公司董事会提名委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
General Principles - The rules are established to regulate the selection of directors and senior management of Beijing Innotech Biotechnology Co., Ltd. based on relevant laws and regulations [1][2] - The Nomination Committee is a specialized committee under the board of directors, responsible for researching selection criteria and procedures for directors and senior management, recommending qualified candidates, and reviewing their qualifications [1][2] Composition of the Committee - The Nomination Committee consists of three directors, with independent directors making up the majority [3][4] - The committee members are nominated by the chairman, a majority of independent directors, or more than one-third of all directors, and elected by the board [2][4] Responsibilities and Authority - The committee is responsible for proposing the selection criteria and procedures for directors and senior management, reviewing candidates, and making recommendations on various matters including nominations and appointments [4][5] - The committee's proposals must be submitted to the board for review, and if not fully adopted, the board must document the committee's opinions and reasons for non-adoption [4][5] Selection Procedures - The committee must actively communicate with relevant departments to assess the company's needs for new directors and senior management [5][6] - The committee can search for candidates from within the company, its subsidiaries, and the talent market, and must collect detailed information about potential candidates [5][6] Committee Meetings - The committee meets as needed, with meetings called by the chairman or upon request from two or more committee members [7][8] - A quorum requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [7][8] - Meeting records must be kept for at least ten years, and all members have confidentiality obligations regarding meeting discussions [9][8] Additional Provisions - The rules specify that "above" includes the number itself, while "over" and "less than" do not [9] - Any matters not covered by these rules or conflicting with laws and regulations will be executed according to relevant legal provisions [9]
英诺特: 北京英诺特生物技术股份有限公司董事会薪酬与考核委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The document outlines the rules and regulations governing the Compensation and Assessment Committee of Beijing Innotech Biotechnology Co., Ltd., focusing on the establishment of a robust assessment and incentive mechanism for directors and senior management, in compliance with relevant laws and regulations [1][2]. Group 1: General Provisions - The purpose of the rules is to enhance the assessment and incentive mechanisms for the company's directors and senior management, improving corporate governance structures [1]. - The Compensation and Assessment Committee is a specialized committee under the board of directors, responsible for formulating assessment standards and compensation policies for directors and senior management [1][2]. Group 2: Composition of the Committee - The committee consists of three directors, with independent directors making up the majority [2]. - The committee members are nominated by the chairman, a majority of independent directors, or more than one-third of all directors, and elected by the board [2]. Group 3: Responsibilities and Authority - The committee is tasked with developing assessment standards, reviewing compensation policies, and making recommendations on various matters, including compensation for directors and senior management [4]. - The board has the authority to reject any compensation plans that may harm shareholder interests [4]. Group 4: Evaluation Procedures - The committee requires the company to provide relevant materials for performance evaluation, including financial indicators and management responsibilities [12]. - The evaluation process involves self-assessment by directors and senior management, followed by performance evaluations conducted by the committee [13]. Group 5: Committee Meetings - The committee meets as needed, with meetings called by the chairman or upon request from committee members [14]. - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [15][16]. Group 6: Documentation and Confidentiality - Meeting minutes must be recorded, including the opinions of independent directors, and must be kept for at least ten years [10]. - All committee members are bound by confidentiality regarding the matters discussed in meetings [10].
英诺特: 北京英诺特生物技术股份有限公司董事及高级管理人员所持本公司股份及其变动管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The document outlines the management system for shares held by directors and senior management of Beijing Innotech Biotechnology Co., Ltd, emphasizing compliance with relevant laws and regulations [1][2][3] - The system aims to prevent insider trading, market manipulation, and short-term trading by establishing clear trading restrictions and reporting obligations for directors and senior management [2][4] Summary by Sections General Principles - The management system is established to enhance oversight of shares held by directors and senior management, in accordance with various laws and regulations [1] - It applies to all shares held directly or indirectly by these individuals, including those held in others' accounts [2] Trading Restrictions - Directors and senior management are prohibited from trading company shares during specific periods, such as 15 days before the annual and semi-annual report announcements and 5 days before quarterly reports [6][7] - A six-month prohibition on reverse trading is enforced after any legal purchase or sale of shares [4] Transfer Limitations - Shares held by directors and senior management cannot be transferred within one year of the company's stock listing or within six months after leaving their positions [8][9] - Additional restrictions apply if the company is under investigation for securities violations or has received administrative penalties [8] Trading Quantity - Directors and senior management can transfer a maximum of 25% of their total shares annually, with exceptions for certain circumstances [7][12] - Newly acquired shares are included in the calculation of transferable shares for the current year [12] Information Disclosure - The company secretary is responsible for managing and reporting the shareholdings of directors and senior management, ensuring compliance with disclosure requirements [14] - Any changes in shareholdings must be reported within two trading days, and detailed plans for share reductions must be disclosed 15 trading days in advance [10][12]
英诺特: 北京英诺特生物技术股份有限公司董事会秘书工作细则(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 董事会秘书工作细则 (2025年8月修订) 北京英诺特生物技术股份有限公司 董事会秘书工作细则 第一章 总则 第一条 为了促进北京英诺特生物技术股份有限公司(以下简称 "公司")的规范运作,充分发挥董事会秘书的作用,加强对董事会 秘书工作的管理与监督,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》 《上市公司治理准则》 、《上海证券交易所科创板股票上市规则》、 (以下简称" 《公司章程》" )等有关规定,制定本工作细则。 第二条 公司设董事会秘书一名,是公司的高级管理人员。公司 董事会秘书是公司与上海证券交易所之间的指定联络人,应当忠实、 勤勉地履行职责,对公司和董事会负责,承担法律、法规及《公司章 程》对公司高级管理人员所要求的义务,享有相应的工作职权,并获 取相应报酬。 第三条 公司应当为董事会秘书履行职责提供便利条件,董事及 其他高级管理人员和公司有关人员应当支持、配合董事会秘书的工作。 第二章 任职资格 第四条 董事会秘书的任职资格: (一)具有良好的职业道德和个人品质; (二)具备履行职责所必需的财务、 ...
英诺特: 北京英诺特生物技术股份有限公司募集资金使用管理办法(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 (2025年8月修订) 北京英诺特生物技术股份有限公司 募集资金使用管理办法 第一章 总则 第一条 为规范北京英诺特生物技术股份有限公司(以下简称"公 司")募集资金的使用与管理,提高募集资金使用效益,切实保护投 资者利益,根据《中华人民共和国公司法》、《中华人民共和国证券 法》(以下简称"《证券法》")、《上市公司募集资金监管规则》、 《首次公开发行股票注册管理办法》、《上海证券交易所科创板股票 上市规则》、《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》等相关法律法规和规范性文件以及《公司章程》的规 定,结合公司实际情况,制定本办法。 募集资金使用管理办法 第二条 本办法所称募集资金是指公司通过发行股票或者其他具 有股权性质的证券向投资者募集并用于特定用途的资金,但不包括公 司实施股权激励计划募集的资金。 第三条 公司董事、高级管理人员应当勤勉尽责,确保公司募集 资金安全,不得操控公司擅自或者变相改变募集资金用途。 公司董事会应当科学、审慎地对募集资金投资项目(以下简称"募 投项目")的可行性进行充分论证,确信投资项目有利于增强公司竞 争能力和创新能力, ...
英诺特: 北京英诺特生物技术股份有限公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The company, Innovita Biological Technology Co., Ltd., was established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations [1][2] - The company was approved for public offering of 34.02 million shares and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on July 28, 2022 [1][2] - The registered capital of the company is RMB 136.458196 million [2] Company Structure and Governance - The company is a permanent joint-stock limited company, with the general manager serving as the legal representative [2][3] - The legal representative is responsible for civil activities conducted in the company's name, and the company bears civil liability for actions taken by the legal representative [2][3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [2][3] Business Objectives and Scope - The company's mission is to ensure accessible testing and promote health, with core values of customer first, professional innovation, pragmatic efforts, and team collaboration [4] - The business scope includes technology services, import and export of goods, leasing of non-residential real estate, and sales of medical devices among other activities [4] Share Issuance and Capital Management - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [4][6] - The company can increase capital through various methods, including issuing shares to unspecified or specific targets, distributing bonus shares, or converting reserves into capital [7] - The company is prohibited from repurchasing its own shares except under specific circumstances, such as capital reduction or mergers [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [12][13] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [16][40] - Shareholders who abuse their rights causing damage to the company or other shareholders may be held liable for compensation [16] Board and Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [24][25] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [54][56] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting under certain conditions [57][58]
英诺特: 关于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公告
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The company has decided to utilize part of the remaining raised funds for other investment projects and to extend the timeline for the "in vitro diagnostic product R&D project" by 18 months, from October 2025 to April 2027 [1][3][9]. Fundraising Overview - The company raised a total of RMB 886.56 million (approximately USD 126.5 million) through its initial public offering, with a net amount of RMB 800.48 million (approximately USD 115.5 million) after deducting issuance costs [1][2]. - The funds are managed in a dedicated account as per regulations, and the company has signed a storage supervision agreement with the sponsor and the bank [2]. Investment Project Adjustments - Due to the net amount raised being lower than initially planned, the company adjusted the investment amounts for various projects to ensure efficient use of funds [2]. - The company plans to invest RMB 60 million (approximately USD 8.6 million) of the remaining funds into the "in vitro diagnostic product R&D project" [3][5]. Project Timeline Extension - The timeline for the "in vitro diagnostic product R&D project" has been extended by 18 months, now set to reach a usable state by April 2027 [3][9]. - This project includes research and development of new products and foundational technology for various diagnostic platforms [9]. Strategic Focus - The company aims to enhance its international market presence, particularly in Southeast Asia, and is accelerating clinical trials and submissions for EU IVDR and US FDA products [5][9]. - A strategic partnership with Quanterix Corporation has been established to introduce advanced single-molecule detection technology, focusing on developing products related to neurological biomarkers [5][9]. Decision-Making Process - The decision to use part of the remaining funds and extend project timelines was approved by the company's board and supervisory committee, and it will be submitted for shareholder approval [10][11]. - The supervisory committee and the sponsor have expressed their agreement with the adjustments, confirming compliance with relevant regulations [11][12].
英诺特: 关于修订及新增部分公司制度的公告
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The company is revising and adding certain internal regulations to enhance its governance structure and operational standards in compliance with relevant laws and regulations [1]. Group 1: Regulatory Compliance - The revisions are based on the Company Law of the People's Republic of China and various updated guidelines from the Shanghai Stock Exchange [1]. - The company aims to align its internal regulations with the latest regulatory requirements, including the 2025 amendments to the listing rules and self-regulatory guidelines [1]. Group 2: Internal Regulations - Specific regulations being revised or added include the "Management System for Shares Held by Directors and Senior Management" [1]. - Some of these regulations have already been approved by the company's board, while others will require shareholder meeting approval [1]. Group 3: Disclosure - The detailed content of the revised and newly added regulations has been disclosed on the Shanghai Stock Exchange website for investor review [1].
英诺特: 关于购买董监高责任险的公告
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - Beijing Innotech Biotechnology Co., Ltd. plans to purchase Directors, Supervisors, and Senior Management Liability Insurance to enhance risk management and protect the interests of investors [1][2] Group 1: Insurance Plan Details - The company aims to improve decision-making efficiency by authorizing management to handle the purchase of the liability insurance, including selecting the insurance company, determining coverage amounts, and signing relevant legal documents [1] - The insurance plan will cover all directors, supervisors, and senior management personnel, ensuring comprehensive protection against operational risks [1] Group 2: Approval Process - Due to the conflict of interest, all directors and supervisors will abstain from voting on the proposal to purchase the liability insurance, which will be submitted directly to the shareholders' meeting for approval [2]
英诺特: 关于使用暂时闲置募集资金进行现金管理的公告
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The company plans to utilize temporarily idle raised funds for cash management, amounting to a maximum of RMB 300 million, to enhance the efficiency of fund usage without affecting its main business operations [1][2][4]. Investment Overview - **Investment Purpose**: The aim is to rationally utilize temporarily idle raised funds for cash management to improve fund usage efficiency while ensuring that the main investment projects proceed normally [2]. - **Investment Amount**: The company intends to use up to RMB 300 million of idle raised funds for cash management, which can be rolled over within this limit [2]. - **Source of Funds**: The raised funds were obtained from the public offering of 34,020,000 shares at RMB 26.06 per share, totaling RMB 886.56 million, with a net amount of RMB 800.48 million after deducting issuance costs [2][3]. Fund Management and Usage - **Current Fund Balance**: As of June 30, 2025, the balance of the raised funds was RMB 311.32 million, including cash management products [3]. - **Investment Method**: The company will purchase safe, liquid, principal-protected financial products, such as time deposits and structured deposits, ensuring that these funds are not used for pledging or securities investments [4]. - **Investment Period**: The cash management can be cyclically used from September 2, 2025, to September 1, 2026 [4]. Risk Management - **Risk Control Measures**: The company will adhere to relevant regulations and internal policies to manage risks associated with cash management, ensuring that the purpose of the raised funds remains unchanged [5][6]. - **Monitoring and Compliance**: The company has received clear consent from the supervisory board and the sponsor institution, confirming that the cash management complies with regulatory requirements and does not harm shareholder interests [6][7]. Impact on Company - **Operational Impact**: The use of idle raised funds for cash management will not affect the normal operation of the company or its investment projects, thereby enhancing the efficiency of fund usage and benefiting all shareholders [5][6].