Workflow
OKE(688308)
icon
Search documents
欧科亿: 内幕信息知情人报备制度(修订)
Zheng Quan Zhi Xing· 2025-07-17 10:10
General Principles - The company establishes an insider information reporting system to regulate insider information management and enhance confidentiality, in accordance with relevant laws and regulations [1][2] - The system applies to all departments, subsidiaries, and companies that the company can significantly influence [1] Definition of Insider Information - Insider information refers to non-public information that could significantly impact the company's operations, finances, or market price of its securities [1][2] - It includes information as defined in the Securities Law and other significant events recognized by regulatory authorities [1] Insider Information Knowledgeable Persons - Insider information knowledgeable persons include company directors, senior management, major shareholders, and others who can access insider information due to their roles or relationships with the company [2][3] Confidentiality Responsibilities - Knowledgeable persons are obligated to maintain confidentiality before the public disclosure of insider information [3][4] - The company must limit the number of knowledgeable persons to the smallest possible scope before disclosure [3] Record Management of Knowledgeable Persons - The company must maintain a record of knowledgeable persons, including their identities, roles, and the circumstances under which they accessed insider information [4][5] - Specific events such as major asset restructuring or significant share transfers require the submission of knowledgeable persons' records [4][5] Responsibilities of the Board - The board of directors is responsible for ensuring the accuracy and completeness of the knowledgeable persons' records, with the chairman being the primary responsible person [5][6] - The board secretary handles the registration of these records [5] Monitoring and Reporting - The company must conduct self-checks on insider trading activities and report any violations to regulatory authorities within two working days [8][9] - Knowledgeable persons' records and significant event memoranda must be submitted to the Shanghai Stock Exchange within five trading days after the initial public disclosure [8][9] Accountability for Violations - Violations of the insider information management system may result in penalties, and serious cases may be referred to judicial authorities for criminal prosecution [9][10]
欧科亿: 独立董事工作制度(修订)
Zheng Quan Zhi Xing· 2025-07-17 10:10
Core Points - The document outlines the independent director system of Zhuzhou Oke Yi Numerical Control Precision Tool Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [2][3][4] Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [3] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles in decision-making, supervision, and professional consultation [3][4] - The company will appoint two independent directors, including at least one accounting professional, to ensure adequate expertise [4][5] Group 2: Appointment and Qualifications - Independent directors must meet specific qualifications, including independence, relevant work experience, and good personal character [8][9] - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [6][9] - The nomination and election of independent directors can be proposed by the board or shareholders holding more than 1% of the company's shares [11][12] Group 3: Duties and Powers - Independent directors have the authority to participate in board decisions, supervise potential conflicts of interest, and provide professional advice to enhance decision-making [20][21] - They can independently hire intermediaries for audits or consultations and propose the convening of shareholder meetings [21][22] - Independent directors must report their activities and findings to the board and disclose their opinions on significant matters [27][29] Group 4: Support and Resources - The company is required to provide necessary working conditions and support for independent directors to fulfill their duties effectively [31][32] - Independent directors should have equal access to information as other board members and receive timely updates on company operations [32][33] - The company must cover the costs incurred by independent directors when hiring professional services [35]
欧科亿: 战略委员会工作规则(修订)
Zheng Quan Zhi Xing· 2025-07-17 10:10
Core Points - The article outlines the establishment and operational rules of the Strategic Committee of Zhuzhou Oke Yi CNC Precision Tool Co., Ltd, aimed at enhancing the company's core competitiveness and decision-making quality [1][2] - The committee is responsible for long-term strategic planning and major investment feasibility studies, reporting directly to the board of directors [1][2] Group 1: General Provisions - The Strategic Committee is established to adapt to the company's strategic development needs and improve governance structure [1] - The committee consists of at least three directors, with the chairman of the board serving as the committee's chair [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include reviewing overall development strategies, assessing business performance, and making recommendations to the board [2] - It also supervises the execution of operational plans and investment proposals, evaluates governance status, and manages strategic implementation [2] Group 3: Meeting Rules - Meetings can be proposed by the board, the chair, or a majority of committee members, with notifications sent three days in advance [3] - A quorum requires the presence of more than half of the committee members, and decisions are made by majority vote [3][4] Group 4: Additional Provisions - The committee may invite company directors and external experts to attend meetings for consultation, with the costs covered by the company [4] - Meeting records must be kept for ten years, and all attendees are bound by confidentiality regarding the discussed matters [4][5]
欧科亿: 信息披露暂缓与豁免业务管理制度
Zheng Quan Zhi Xing· 2025-07-17 10:10
Core Points - The article outlines the information disclosure management system for Zhuzhou Oke Yi CNC Precision Tool Co., Ltd, focusing on the conditions under which information disclosure can be deferred or exempted [1][2][3] - The company must comply with various laws and regulations, including the Securities Law of the People's Republic of China and the Shanghai Stock Exchange's listing rules, while also considering its operational realities [1][2] - The system aims to protect the company's interests and prevent misleading investors by allowing for the temporary withholding of information that may be uncertain or classified as a state or commercial secret [2][3] Information Disclosure Deferral and Exemption Scope - Information that is uncertain or classified as a temporary business secret can be deferred if its disclosure may harm the company's interests or mislead investors [4] - Information related to national secrets or military secrets, such as military product capacity and pricing, is exempt from disclosure to comply with confidentiality laws [5][6] - The definition of commercial secrets includes information that is not publicly known, provides economic benefits, and is protected by confidentiality measures [5][6] Management Procedures for Deferral and Exemption - The company must ensure that any deferred or exempted information is not leaked and that all insiders have signed confidentiality agreements [10][11] - A structured internal review process is required before any deferral or exemption is approved, involving multiple levels of scrutiny including the legal department and board of directors [12][13] - Once the reasons for deferral or exemption are resolved, the company must promptly disclose the information along with the rationale for its initial classification as a commercial secret [15][16] Record-Keeping and Reporting - The company is required to maintain detailed records of all deferred or exempted disclosures, including the nature of the information, reasons for deferral, and the internal approval process [18][19] - Any deferred or exempted information must be reported to the relevant regulatory bodies within ten days following the release of periodic reports [19][20] - If any circumstances arise that compromise the confidentiality of deferred or exempted information, the company must disclose it immediately [20]
欧科亿: 公司章程(修订)
Zheng Quan Zhi Xing· 2025-07-17 10:10
Core Points - The company is named Zhuzhou Oke Precision Cutting Tools Co., Ltd., established as a joint-stock company under Chinese law, with a registered capital of RMB 158.781708 million [1][2] - The company focuses on the domestic production and import substitution of high-precision CNC cutting tools, aiming to become a leading enterprise in intelligent CNC tools [3][4] - The company was approved for public offering of 25 million shares and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on December 10, 2020 [1][2] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [2] - The company has a total of 158.781708 million shares issued, all of which are ordinary shares [5][6] - The company prohibits financial assistance for acquiring its shares, except for employee stock ownership plans [6][7] Share Issuance and Management - Shares are issued based on principles of openness, fairness, and justice, with equal rights for each share of the same category [4][5] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [6][7] - The company can reduce registered capital following legal procedures [6][7] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, attend meetings, supervise management, and request information [9][10] - Shareholders are obligated to comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [14][15] - Major shareholders and actual controllers must exercise their rights in accordance with laws and regulations, ensuring the protection of the company's interests [42][43] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [48][49] - Shareholder proposals must be submitted within a specified timeframe, and the company must provide adequate notice of meetings [58][60] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [80][82]
欧科亿: 董事会议事规则(修订)
Zheng Quan Zhi Xing· 2025-07-17 10:10
Core Points - The document outlines the rules for the board of directors of Zhuzhou Oke Yi Numerical Control Precision Tool Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [2][3] - The board is responsible for major corporate decisions, including operational plans, profit distribution, and significant investments, and must adhere to the Company Law and the company's articles of association [2][4] Chapter 1: General Principles - The board of directors is established according to the Company Law and is accountable to the shareholders' meeting [2] - The board consists of a chairman and may include a vice chairman, elected by a majority of the board members [2][3] Chapter 2: Powers of the Board - The board has the authority to convene shareholder meetings, execute resolutions, and determine operational plans and investment strategies [4][5] - Major transactions exceeding certain thresholds must be reviewed and approved by the board and, in some cases, the shareholders' meeting [3][4] Chapter 3: Meeting Procedures - The board must meet at least twice a year, with meetings called by the chairman [6][7] - A notice of the meeting must be sent to all directors at least 10 days in advance, detailing the date, location, and agenda [7][8] Chapter 4: Meeting Conduct - A quorum requires the presence of more than half of the directors, and decisions are made by a majority vote [8][9] - Directors must disclose any conflicts of interest related to agenda items and cannot vote on matters where they have a conflict [9][10] Chapter 5: Resolutions and Records - Meeting records must include details such as the date, attendees, agenda, and voting results, and must be signed by the participants [10][11] - The board secretary is responsible for maintaining these records for a period of 10 years [11] Chapter 6: Supplementary Provisions - Any matters not covered by these rules will be governed by relevant national laws and the company's articles of association [11]
欧科亿: 对外担保管理制度(修订)
Zheng Quan Zhi Xing· 2025-07-17 10:10
Core Points - The article outlines the external guarantee management system of Zhuzhou Oke Yi CNC Precision Tool Co., Ltd, aimed at protecting investors' rights and preventing guarantee risks [1][2][3] Group 1: General Principles - The external guarantee refers to the guarantees provided by the company for others, including those for its subsidiaries, and must adhere to principles of legality, prudence, mutual benefit, and safety [1][2] - The total amount of external guarantees includes those provided by the company and its subsidiaries, and subsidiaries must report guarantee matters to the company five working days in advance [1][2] Group 2: Decision-Making Authority - External guarantee matters must be reviewed and approved by the board of directors or the shareholders' meeting, with specific voting requirements outlined for both [2][3] - Certain guarantees exceeding specified thresholds, such as 50% of the latest audited net assets or 30% of total assets, require shareholder approval [3][4] Group 3: Application and Review Process - The company must conduct a thorough assessment of the credit status of the guaranteed party and evaluate the associated risks before deciding on a guarantee [13][14] - The finance department is responsible for the initial review and daily management of guarantee applications, while the legal department ensures compliance [14][15] Group 4: Daily Management and Risk Control - The company must establish written contracts for guarantees, and the finance department is tasked with ongoing monitoring of the financial status of the guaranteed parties [24][25] - If a guaranteed party fails to fulfill its debt obligations, the company must take necessary remedial actions and initiate recovery procedures [28][29]
欧科亿: 董事会秘书工作细则(修订)
Zheng Quan Zhi Xing· 2025-07-17 10:10
General Provisions - The purpose of the work guidelines is to standardize company behavior and clarify the responsibilities and authority of the board secretary, in accordance with relevant laws and regulations [2] - The board secretary is a senior management position responsible to the company and the board of directors, subject to the same regulations as other senior management [2] Qualifications - The board secretary must possess essential professional knowledge and experience, and should be a director, general manager, deputy general manager, or financial officer [3] - The qualifications include knowledge in finance, taxation, law, finance, and corporate management, along with good personal qualities and communication skills [3] Responsibilities - The board secretary is responsible for information disclosure, ensuring compliance with disclosure regulations, and managing investor relations [4] - Duties include organizing board meetings, assisting in establishing internal control systems, and managing shareholder information [4] - The board secretary must also ensure that directors and senior management fulfill their duties and report any violations [4] Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed by the board of directors [6] - The board must terminate the appointment within one month if the secretary is unable to perform duties or violates regulations [6] - A confidentiality agreement must be signed upon appointment, and the company must report the dismissal to the stock exchange [6] Transition and Interim Management - Before leaving, the board secretary must undergo a review and transfer relevant documents and responsibilities [7] - An interim representative must be appointed to fulfill the duties of the board secretary during any vacancy [7] Miscellaneous - The guidelines take effect upon approval by the board and will be interpreted by the board [8]
欧科亿(688308) - 融资管理制度(修订)
2025-07-17 09:46
株洲欧科亿数控精密刀具股份有限公司 融资管理制度 第一章 总则 第一条 为了规范株洲欧科亿数控精密刀具股份有限公司(下称"公 司")对外融资管理,有效控制公司融资风险,保护公司财务安全,根据《中华 人民共和国公司法》、《中华人民共和国民法典》等法律、行政法规和规范性文件 及《株洲欧科亿数控精密刀具股份有限公司章程》(以下简称"《公司章程》)的 相关规定,制定本制度。 第二条 本制度所称融资,是指公司向以银行、融资租赁机构等金融机构 进行间接融资的行为,主要包括综合授信、流动资金贷款、技改和固定资产贷款、 信用证融资、融资租赁、票据融资和开具保函等形式。公司直接融资行为不适用 本制度。 第三条 公司融资应遵循慎重、平等、互利、自愿、诚信原则。 第二章 公司融资的审批 第四条 公司财务部作为融资事项的管理部门,统一受理公司各部门的融 资申请,并对该事项进行初步审核后,提交公司有权部门审批。 第五条 根据公司《章程》等相关规定,资产负债率不超过 70%的融资事 项的审批权限如下: (1)年度累计金额不超过公司最近一期经审计净资产绝对值 50%的银行融 资,由公司董事会审议批准; (2)年度累计金额不超过公司最近一期 ...
欧科亿(688308) - 审计委员会工作规则(修订)
2025-07-17 09:46
株洲欧科亿数控精密刀具股份有限公司 审计委员会工作规则 第一章 总则 第一条 为规范株洲欧科亿数控精密刀具股份有限公司(以下简称"公司")董事会决 策机制,完善公司治理结构,根据《中华人民共和国公司法》、《中华人民共和国证券法》、 《上市公司治理准则》、《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》等法律、法规、规范性文件及《株洲欧科亿数控精密刀具股份有限公司章程》(以下 简称"《公司章程》")的有关规定,董事会设立董事会审计委员会(以下简称"本委员 会"),并制定本规则。 第二条 本委员会为董事会下设委员会,向董事会负责。主要负责公司内、外部审计的 沟通、监督和核查工作,对董事会负责并报告工作。 第二章 人员组成 第三条 本委员会至少应由三名董事组成,其中独立董事应占多数,且至少有一名独立 董事是会计专业人士。审计委员会成员应当为不在公司担任高级管理人员的董事。 第四条 本委员会设主任委员一名,由独立董事中的会计专业人士担任,负责主持委员 会工作。 第五条 主任委员和委员由公司董事长提名,董事会选举产生。 第六条 本委员会任期与董事会任期一致,委员任期届满,可以连选连任。期间如有委 员不再 ...