Hangzhou EZVIZ Network (688475)
Search documents
萤石网络: 董事、高级管理人员及核心技术人员持股及变动管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Points - The document outlines the management system for the shareholding and changes of the board members, senior management, and core technical personnel of Hangzhou Yingshi Network Co., Ltd. [1] - The system is established in accordance with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2]. Summary by Sections General Provisions - The management system applies to all shares registered under the names of the company's board members, senior management, and core technical personnel [2]. - Shareholders can sell shares through the Shanghai Stock Exchange or other legally permitted methods, adhering to relevant laws and commitments regarding shareholding [2][3]. Shareholding Change Rules - Board members and senior management must be aware of laws against insider trading and market manipulation before trading shares [4]. - There are specific restrictions on share reduction, including a one-year lock-up period post-listing and a six-month restriction after leaving the company [4][5]. Reporting and Disclosure of Share Changes - Board members and senior management must notify the board secretary of their trading plans in writing before executing any trades [6][7]. - Any changes in shareholding must be reported to the board within two trading days, including details such as the number of shares held before and after the change [8]. Responsibilities and Penalties - Board members and senior management are responsible for ensuring that their relatives and associated entities do not engage in insider trading [9]. - Violations of the trading rules may result in penalties from the company and regulatory authorities, including the recovery of profits from illegal trades [9][10].
萤石网络: 股东会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Points - The document outlines the rules governing the shareholders' meetings of Hangzhou Yingshi Network Co., Ltd, ensuring compliance with relevant laws and regulations [2][3][16] - The rules specify the procedures for convening, proposing, notifying, and conducting shareholders' meetings, emphasizing the rights of shareholders to participate and vote [4][5][6] Group 1: General Provisions - The rules are established to standardize company behavior and ensure shareholders can exercise their rights according to the Company Law and other relevant regulations [2] - Shareholders' meetings are categorized into annual and temporary meetings, with specific timelines for their convening [5][6] Group 2: Convening Shareholders' Meetings - The board of directors is responsible for convening meetings within the stipulated timeframes, and independent directors can propose temporary meetings [7][8] - If the board fails to convene a meeting upon request from shareholders holding over 10% of shares, the audit committee can independently convene the meeting [10][11] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting authority and be clearly defined [14] - Shareholders holding at least 1% of shares can submit supplementary proposals, but these must comply with legal and regulatory requirements [15][16] Group 4: Conducting Shareholders' Meetings - Meetings must be held at the company's registered location or another designated place, and provisions for remote participation must be made [21][22] - Shareholders can attend in person or by proxy, and the voting process must be clearly outlined in the meeting notifications [22][23] Group 5: Voting and Resolutions - Each share carries one vote, and specific rules apply to the voting process, including the requirement for independent counting of votes related to significant matters affecting minority investors [11][12] - Resolutions must be announced promptly, detailing the number of participating shareholders and the voting results [40][41] Group 6: Record Keeping and Compliance - Meeting records must be maintained for at least 10 years, including details of attendees, proposals, and voting outcomes [42][43] - The company must comply with legal obligations regarding the execution of resolutions and information disclosure following court rulings [48][49]
萤石网络: 内幕信息知情人登记管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Viewpoint - The document outlines the insider information management system of Hangzhou Yingshi Network Co., Ltd, aiming to regulate insider information handling, enhance confidentiality, and prevent insider trading while ensuring fair information disclosure to protect investors' rights. Group 1: General Provisions - The system is established based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - The scope of the system includes all departments, subsidiaries, and companies controlled by the company [1] - The board of directors is responsible for ensuring the accuracy and completeness of the insider information knowledge person records [1] Group 2: Insider Information Definition - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock prices [7] - Examples of insider information include major changes in business strategy, significant asset transactions exceeding 30% of total assets, and major debt defaults [7][8] Group 3: Insider Information Knowledge Person Management - The board office is responsible for managing the registration of insider information knowledge persons [2] - Individuals who have access to insider information must maintain confidentiality and are prohibited from insider trading [6] - The registration process involves documenting the details of individuals who have access to insider information, including their roles and the nature of the information [5][6] Group 4: Reporting Requirements - The company must report insider information knowledge person records to the Shanghai Stock Exchange for significant events such as major asset restructuring and stock issuance [16][18] - The company is required to submit these records within five trading days after the initial public disclosure of insider information [10] Group 5: Confidentiality Management - All directors and senior management must enhance their understanding of securities laws and confidentiality obligations [23] - Confidentiality agreements must be signed with external parties who receive insider information [13] - The company must ensure that insider information is disclosed only through approved channels and to authorized individuals [31] Group 6: Accountability - Insider information knowledge persons are held accountable for any breaches of confidentiality, which may lead to legal consequences [33] - The company will conduct self-checks on insider trading activities and report any violations to regulatory authorities [36]
萤石网络: 中国国际金融股份有限公司关于杭州萤石网络股份有限公司首次公开发行股票募投项目结项并将节余募集资金部分用于其他募投项目、部分永久补充流动资金的核查意见
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Viewpoint - The company has completed the fundraising project related to its initial public offering (IPO) and plans to allocate surplus funds to other projects and permanently supplement working capital [1][6]. Fundraising Overview - The company raised a total of RMB 3,236,625,000 by issuing 112,500,000 shares at RMB 28.77 per share on December 28, 2022, with net proceeds amounting to RMB 3,121,365,252.83 after deducting fees [1][2]. - All raised funds have been deposited into a special account approved by the board of directors, and a tripartite supervision agreement has been signed [2]. Project Details - The fundraising projects include the "Chongqing Smart Manufacturing Base Project," "Next-Generation IoT Cloud Platform Project," "Core Key Technology R&D Project for Smart Home," and "Smart Home Product Industrialization Base Project" [6][9]. - As of July 25, 2025, the total investment for these projects is estimated at RMB 441,350.90 million, with a cumulative investment of RMB 312,136.53 million [3][5]. Surplus Fund Allocation - The surplus funds from the "Chongqing Smart Manufacturing Base Project" are estimated at RMB 15,593.39 million, which will be partially allocated to the "Smart Home Product Industrialization Base Project" and the remainder will be used to supplement working capital [6][8]. - The company plans to transfer RMB 4,153.97 million to cover payment gaps for the Smart Home Product Industrialization Base Project [6]. Project Completion and Fund Management - The completion of the aforementioned projects meets the conditions for project closure, and the company will proceed with the closure of relevant fundraising accounts while retaining accounts for ongoing projects [7][9]. - The company emphasizes prudent management of surplus funds to enhance operational efficiency and ensure compliance with regulatory requirements [8][10]. Approval Process - The board of directors and the supervisory board have approved the allocation of surplus funds without the need for a shareholder meeting, ensuring compliance with relevant regulations [9][10].
萤石网络: 关联交易管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Points - The document outlines the management system for related party transactions of Hangzhou Yingshi Network Co., Ltd, aiming to protect the interests of shareholders and creditors, especially minority investors [1] - The related party transactions are defined as transactions between the company or its subsidiaries and related parties, including various types of transactions such as asset purchases, investments, and guarantees [2][3] - The approval process for related party transactions is categorized based on transaction amounts, with specific thresholds for different types of transactions requiring board or shareholder approval [5][6][7] Group 1: General Principles - Related party transactions must adhere to principles of honesty, fairness, openness, and impartiality [4] - Independent directors must avoid voting on transactions where they have a conflict of interest [10][11] Group 2: Approval Authority and Procedures - Transactions with related individuals below RMB 300,000 can be approved by the chairman, while those above require board approval [5][6] - Transactions with related entities below RMB 3 million or 0.1% of the company's total assets can also be approved by the chairman, while larger transactions require board approval [6][7] Group 3: Disclosure Requirements - The company must disclose related party transactions that exceed certain thresholds, including those with related individuals over RMB 300,000 and those with related entities that exceed 0.1% of total assets [18][19] - Annual and semi-annual reports must summarize related party transactions, and any significant changes in ongoing agreements must be disclosed [20]
萤石网络: 投资者关系管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
杭州萤石网络股份有限公司 投资者关系管理制度 杭州萤石网络股份有限公司 投资者关系管理制度 第一章 总则 第一条 为加强杭州萤石网络股份有限公司(以下简称"公司")与投资者 及潜在投资者(以下简称"投资者")之间的信息沟通,促进公司与投资者之间 建立长期、稳定的良性关系,根据《中华人民共和国公司法》《中华人民共和国 证券法》《上海证券交易所科创板股票上市规则》(以下简称"《科创板上市规 则》")及其他相关法律、法规及规范性文件的要求和《杭州萤石网络股份有限 公司章程》(以下简称"公司章程")的相关规定,结合公司实际情况,制定本 制度。 第二章 投资者关系管理的基本原则与目的 第二条 投资者关系管理是指公司通过便利股东权利行使、信息披露、互动 交流和诉求处理等工作,加强与投资者之间的沟通,增进投资者对公司的了解和 认同,以提升公司治理水平和企业整体价值,实现尊重投资者、回报投资者、保 护投资者目的的相关活动。 第三条 公司投资者关系管理工作应当遵循公开、公平、公正原则,真实、 准确、完整地介绍和反映公司的实际状况,避免在投资者关系活动中做出发布或 者泄露未公开重大信息、过度宣传误导投资者决策、对公司股票价格公开 ...
萤石网络: 募集资金管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
General Principles - The purpose of the fundraising management system is to standardize the use and management of funds raised by the company, improve the efficiency of fund usage, and protect the legitimate rights and interests of investors [2][3] - The term "raised funds" refers to funds raised through the issuance of stocks or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2] Fund Storage - The company must store raised funds in a special account approved by the board of directors, and separate accounts should be established for multiple rounds of financing [3][4] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [4][5] Fund Usage - Funds must be used according to the purposes listed in the prospectus or other public offering documents [6] - If a project is delayed beyond the original timeline, the company must seek board approval and disclose the reasons for the delay [7][8] - The company should primarily use raised funds for its main business and technology innovation, avoiding financial investments or providing funds to related parties [8][9] Management of Idle Funds - Temporarily idle funds can be managed through cash management products, which must be safe and liquid, with a maximum term of twelve months [9][10] - Any temporary use of idle funds for working capital must be approved by the board and disclosed [10][11] Use of Over-raised Funds - The company should develop a plan for the use of over-raised funds, which must be approved by the board and disclosed to shareholders [12][13] - Over-raised funds should be invested in ongoing or new projects related to the main business [12] Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed, especially if it involves canceling or terminating original projects [19][20] - The company must ensure that any new projects funded by raised funds enhance its competitiveness and innovation capabilities [20][21] Reporting and Supervision - The company must accurately disclose the actual use of raised funds and conduct semi-annual reviews of the progress of funded projects [23][24] - Annual reports must include conclusions from the sponsor or independent financial advisor regarding the management of raised funds [25]
萤石网络: 董事会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
杭州萤石网络股份有限公司 董事会议事规则 杭州萤石网络股份有限公司 董事会议事规则 第一章 总 则 第一条 为了进一步规范杭州萤石网络股份有限公司(以下简称"公司") 董事会的议事方式和决策程序,促使董事和董事会有效地履行其职责,提高董事 会规范运作和科学决策水平,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》《上市公司章程指引》《上市公司治理 准则》《上海证券交易所科创板股票上市规则》和《杭州萤石网络股份有限公司 章程》(以下简称"《公司章程》")等有关规定,制定本规则。 第二条 董事会下设董事会办公室,处理董事会日常事务。 第三条 董事会秘书或者证券事务代表兼任董事会办公室负责人,保管董事 会和董事会办公室印章。 第二章 董事会的组成 第四条 公司依法设立董事会。董事会是公司的经营决策机构,依据《公司 法》等相关法律、法规、规范性文件和《公司章程》的规定,经营和管理公司的 法人财产,对股东会负责。 第五条 董事会由 8 名董事组成,其中由职工代表担任的董事 1 名,独立董 事 3 名。设董事长 1 人,董事长由董事会以全体董事过半数选举产生。 独立董事占董事会成员的比例 ...
萤石网络: 信息披露暂缓与豁免事项管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Points - The company has established a management system for the deferral and exemption of information disclosure to ensure compliance with legal obligations and protect investors' rights [1][2] - The scope of deferral and exemption should align with the company's initial listing on the stock exchange, requiring substantial evidence for any additions post-listing [2] - The company and related parties must maintain confidentiality regarding state secrets and commercial secrets, ensuring no leaks through various forms of communication [2][3] Section Summaries General Principles - The management system is based on relevant laws and regulations, including the Securities Law of the People's Republic of China and the Shanghai Stock Exchange's listing rules [1] - The company must carefully determine deferral and exemption matters and implement internal review procedures to prevent information leaks [1][2] Scope of Deferral and Exemption - Information can be exempted from disclosure if it involves state secrets or could violate confidentiality regulations [2][3] - Commercial secrets can be deferred or exempted if disclosure could lead to unfair competition or harm the interests of the company or others [2][3] Disclosure Procedures - If the reasons for deferral or exemption are resolved, the company must disclose the information promptly [3] - The company can use alternative methods such as pseudonyms or summaries to protect sensitive information in regular and temporary reports [3][4] Internal Review and Documentation - The company must document the deferral and exemption decisions, including the type of information and the internal review process [4][5] - All relevant materials must be submitted to the Shanghai Stock Exchange and retained for at least ten years [5][6] Confidentiality Commitments - Individuals with knowledge of deferred or exempted information must sign confidentiality agreements to prevent leaks [9]
萤石网络:第二届监事会第八次会议决议公告
Zheng Quan Ri Bao· 2025-08-01 13:15
Group 1 - The core point of the article is that Yingstone Network announced the approval of multiple proposals, including the "2025 Semi-Annual Report and its Summary," during the eighth meeting of its second Supervisory Board [2] Group 2 - The announcement was made on the evening of August 1 [2] - The meeting was focused on reviewing and approving significant financial documents [2] - The company is actively engaging in governance processes to ensure transparency and accountability [2]