Qingdao Gaoce(688556)
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高测股份: 募集资金使用管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:26
Core Points - The document outlines the regulations for the management and use of raised funds by Qingdao High Measurement Technology Co., Ltd, aiming to enhance the efficiency of fund utilization [1][2] - It specifies that raised funds must be stored in a dedicated account and used exclusively for designated purposes, excluding funds raised for equity incentive plans [1][2] - The company is required to sign a tripartite supervision agreement with the sponsor or independent financial advisor and the commercial bank within one month of fund receipt [2][3] Fund Storage - Raised funds must be deposited in a special account approved by the board of directors, and cannot be used for non-designated purposes [2][4] - The company must ensure that the special account is used solely for the management and use of raised funds [2][4] Fund Usage - The company must adhere to the usage plan outlined in the issuance application documents [3][6] - If there are significant changes in market conditions or if the project is delayed for over a year, the company must reassess the project's feasibility and disclose any adjustments [3][6] - Funds must be used specifically for main business activities that enhance competitiveness and innovation, and cannot be used for financial investments or to benefit related parties [3][4] Cash Management - Temporarily idle raised funds can be managed through cash management products, which must be safe and liquid, with a maximum term of twelve months [4][5] - Any cash management activities must not affect the normal progress of the investment plan [4][5] Fund Replacement and Supplementation - The company can replace self-raised funds with raised funds within six months after the funds are deposited into the special account [5][6] - Temporary use of raised funds for working capital is allowed under strict conditions, including a maximum term of twelve months [6][7] Oversight and Reporting - The board of directors must regularly monitor the management and usage of raised funds and report on the progress of investment projects [10][11] - Independent financial advisors must conduct ongoing supervision and provide reports on the management and usage of raised funds [10][11] Responsibility and Compliance - Any violations of these regulations that result in losses to the company may lead to disciplinary actions against responsible individuals [12][14] - The company must ensure compliance with national laws and regulations, and any amendments to these rules must be approved by the board and disclosed [14]
高测股份: 累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-11 16:17
Core Points - The article outlines the implementation details for the cumulative voting system for the election of directors at Qingdao High Measurement Technology Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [1][2][3] Group 1: Cumulative Voting System - The cumulative voting system allows shareholders to allocate their voting rights across multiple candidates, with each share equating to a number of votes equal to the number of directors to be elected [1][2] - The election of directors will not follow staggered terms; any director elected to fill a vacancy will serve the remainder of the current term [2] - The company must announce the resumes and basic information of the candidate directors prior to the election [2][3] Group 2: Voting Principles - Voting for independent and non-independent directors must be conducted separately, and shareholders can concentrate or distribute their votes as they see fit [3][4] - The voting process requires that shareholders indicate the number of cumulative votes for each candidate, and any excess votes will render the ballot invalid [3][4] Group 3: Election Principles - In equal elections, a candidate must receive more than half of the valid votes to be elected, and if not enough candidates are elected, a second round of voting may be required [4][5] - In differential elections, candidates are ranked by the number of votes received, and if the number of elected candidates is less than required, a second round of voting will be held [4][5] Group 4: Miscellaneous Provisions - The implementation details will be governed by relevant laws and the company's articles of association, and any inconsistencies will defer to the applicable laws [5] - The board of directors is responsible for the formulation, interpretation, and modification of these implementation details, which will take effect upon approval by the shareholders' meeting [5]
高测股份: 会计师事务所选聘制度
Zheng Quan Zhi Xing· 2025-07-11 16:17
Core Points - The document outlines the procedures and requirements for selecting and appointing accounting firms by Qingdao High Measurement Technology Co., Ltd, aiming to protect shareholder interests and enhance audit quality [1][2][3] Group 1: Selection Process - The selection of accounting firms must be approved by the audit committee and the board of directors, and ultimately decided by the shareholders' meeting [1][3] - The audit committee is responsible for overseeing the selection process, including drafting policies, evaluating proposals, and submitting recommendations [3][5] - The selection process should be competitive and transparent, utilizing methods such as competitive negotiation and public bidding [3][4] Group 2: Quality Requirements - Selected accounting firms must possess independent legal status, necessary qualifications, and a good record of compliance with relevant laws and regulations [2][4] - The firms must have a qualified team capable of ensuring audit quality and must maintain confidentiality regarding company information [2][4] Group 3: Evaluation Criteria - Evaluation criteria for accounting firms include audit fees, qualifications, past performance, quality management, and resource allocation [5][6] - The quality management level must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [6] Group 4: Reappointment and Dismissal - The company can reappoint accounting firms without going through the selection process if they meet the required standards [7] - Specific conditions warranting the dismissal of an accounting firm include significant quality defects, delays in audit work, or loss of qualifications [8][9] Group 5: Reporting and Compliance - The company must disclose information regarding the accounting firm, including service duration and audit fees, in its annual report [10] - The audit committee must remain vigilant regarding any irregularities in the selection and performance of accounting firms [11][12]
高测股份: 独立董事工作制度
Zheng Quan Zhi Xing· 2025-07-11 16:17
Core Points - The article outlines the governance structure and responsibilities of independent directors at Qingdao High Test Technology Co., Ltd, emphasizing the importance of their independence and the protection of minority shareholders' rights [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2] - They are required to act in the best interests of the company and all shareholders, particularly minority shareholders, and must provide objective opinions during board meetings [1][3] Group 2: Appointment and Qualifications - Independent directors can serve on a maximum of three domestic listed companies and must ensure they have sufficient time to fulfill their duties [2][3] - The company must have at least one accounting professional among the independent directors, and their proportion on the board must not be less than one-third [2][3] Group 3: Independence and Evaluation - Independent directors are required to conduct annual self-assessments of their independence and submit the results to the board for evaluation [3][4] - Candidates for independent director positions must meet specific independence criteria and possess relevant experience in law, accounting, or economics [3][4] Group 4: Nomination and Election Process - The board and shareholders holding more than 1% of the company's shares can propose independent director candidates, who must be free from conflicts of interest [5][6] - The nomination committee is responsible for reviewing candidates' qualifications and ensuring compliance with independence requirements [5][6] Group 5: Special Powers and Duties - Independent directors have the authority to independently hire external advisors for audits or consultations and can propose the convening of shareholder meetings [9][10] - They are tasked with monitoring potential conflicts of interest and ensuring that board decisions align with the overall interests of the company [9][10] Group 6: Support and Compensation - The company is obligated to provide necessary resources and support for independent directors to perform their duties effectively [10][11] - Independent directors are entitled to compensation that reflects their responsibilities, and the company may establish a liability insurance system for them [10][11]
高测股份: 信息披露暂缓与豁免事务管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:17
青岛高测科技股份有限公司 第一章 总 则 第一条 为规范青岛高测科技股份有限公司(以下简称"公司")的信息披 露暂缓和豁免事务,加强公司信息披露事务管理,督促公司及相关信息披露义 务人依法合规地履行信息披露义务,根据《中华人民共和国公司法》《中华人 民共和国证券法》《上市公司信息披露暂缓与豁免管理规定》《上海证券交易 所科创板股票上市规则》(以下简称"《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》(以下简称"《规范运 作》")等法律、法规及《青岛高测科技股份有限公司章程》(以下简称 "《公司章程》")的有关规定,结合公司实际情况,制定本制度。 第二条 公司和其他信息披露义务人暂缓、豁免披露临时报告,在定期报告、 临时报告中豁免披露中国证券监督管理委员会(以下简称"中国证监会")和 证券交易所规定或者要求披露的内容,适用本制度。 第三条 公司和其他信息披露义务人应当真实、准确、完整、及时、公平地 披露信息,不得滥用暂缓或者豁免披露规避信息披露义务、误导投资者,不得 实施内幕交易、操纵市场等违法行为。 第四条 公司和其他信息披露义务人应当审慎确定信息披露暂缓、豁免事项, 履行内 ...
高测股份: 信息披露管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:17
General Principles - The company establishes information disclosure practices to comply with laws and regulations, ensuring the protection of investors' rights [1][2] - Information that may significantly impact stock prices or investment decisions must be disclosed [2][3] Disclosure Obligations - All relevant personnel, including board members and senior management, are responsible for timely and accurate information disclosure [3][4] - Information must be truthful, complete, and presented clearly without misleading statements [3][4][5] Major Information Disclosure - The company must disclose significant events that could affect stock trading prices promptly [5][6] - If there are major changes in disclosed matters, the company must update investors accordingly [6][7] Regular Reporting - The company is required to prepare and disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [9][10] - Financial reports must be audited, and any discrepancies must be corrected and disclosed [10][11] Performance Forecasts - The company must issue performance forecasts if expected profits or revenues show significant changes compared to previous periods [31][32] - If there are substantial differences between forecasts and actual results, the company must disclose corrections [34] Temporary Reports - The company must immediately disclose any major events that could significantly impact stock prices when investors are unaware [37][38] - The company should monitor unusual trading activities and media reports that may affect its securities [39][40] Board and Shareholder Meeting Resolutions - The company must report board resolutions promptly after meetings, including any dissenting opinions [41][42] - Shareholder meetings must be announced in advance, and resolutions must be disclosed afterward [42][43] Transactions Requiring Disclosure - Significant transactions, such as asset purchases or sales, must be disclosed if they meet certain thresholds [48][49] - Transactions involving related parties must also be disclosed if they exceed specified amounts [61][62] Industry Information Disclosure - The company must proactively disclose industry information that could significantly impact stock prices or investor decisions [64][65] - Annual reports should include details about industry characteristics, competitive advantages, and research expenditures [65][66] Risk Disclosure - The company must disclose risks that could adversely affect its core competitiveness and operational sustainability [68][69] - Major risk events, such as changes in market conditions or loss of key personnel, must be reported promptly [70][71]
高测股份: 外汇套期保值业务管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:17
Core Viewpoint - The document outlines the management and operational procedures for foreign exchange hedging activities of Qingdao High Measurement Technology Co., Ltd., emphasizing compliance with relevant laws and regulations while aiming to mitigate foreign exchange and interest rate risks. Group 1: General Provisions - The company establishes a system for managing foreign exchange hedging to prevent and control foreign currency exchange rate risks based on various legal frameworks [1]. - Foreign exchange hedging activities include various financial transactions such as forward foreign exchange contracts, foreign exchange swaps, interest rate swaps, and foreign exchange options [1]. Group 2: Principles of Foreign Exchange Hedging - The company must conduct foreign exchange hedging in a legal, prudent, safe, and effective manner, ensuring that it does not affect normal operations or engage in speculative trading [2]. - Transactions must be conducted with qualified financial institutions approved by the State Administration of Foreign Exchange and the People's Bank of China [2]. - The amount of hedging contracts must not exceed the budgeted foreign exchange income and expenses related to import and export activities [2]. Group 3: Approval Authority for Hedging Activities - The board of directors and shareholders' meeting are the decision-making bodies for foreign exchange hedging activities, requiring feasibility reports for approval [3]. - Certain transactions exceeding specified thresholds must be submitted for shareholder approval after board approval [3]. Group 4: Management and Internal Procedures - The board of directors authorizes management and finance departments to implement and manage hedging activities within approved limits [4]. - The finance department is responsible for planning, funding, operations, and daily management of hedging activities [4]. - The internal audit department supervises the compliance and effectiveness of the hedging activities [4]. Group 5: Risk Reporting and Disclosure - The finance department must monitor and report any significant risks or unusual situations related to hedging activities to the board of directors [7]. - The company must disclose any hedging losses that exceed 10% of the most recent audited net profit attributable to shareholders, along with reasons for any ineffective hedging relationships [8]. Group 6: Miscellaneous Provisions - The document stipulates that any matters not covered will be governed by relevant national laws and regulations, with the board of directors holding the interpretation rights [8].
高测股份: 内部审计管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:17
Core Points - The company aims to strengthen its internal audit work to enhance internal control, improve management, and increase economic efficiency [1][2] - The internal audit is defined as an independent and objective evaluation of financial activities, internal controls, and risk management to promote governance and achieve company goals [1][2] - The board of directors is responsible for establishing and implementing effective internal control systems and ensuring the accuracy of related disclosures [2][3] Internal Audit Structure - An audit committee is established under the board of directors, consisting of at least three directors who are not senior management, with a majority being independent directors [2][3] - The audit department is responsible for supervising business activities, risk management, and financial information, reporting directly to the audit committee [3][4] - Internal audit personnel must maintain independence and possess relevant professional knowledge, ensuring they do not engage in decision-making for the audited entities [3][4] Audit Responsibilities - The audit committee is tasked with reviewing financial information, supervising internal and external audits, and evaluating internal controls [4][5] - The audit department is responsible for assessing the integrity and effectiveness of internal control systems across the company and its subsidiaries [5][6] - Internal audit reports must be submitted to the audit committee at least quarterly, detailing audit findings and issues [5][6] Audit Process - The internal audit process includes planning, preparation, implementation, and reporting, with a focus on obtaining sufficient and relevant audit evidence [7][8] - Audit reports should include an overview, findings, conclusions, and recommendations, with management required to respond to findings and set deadlines for corrective actions [8][9] - The audit department must follow up on identified internal control deficiencies and ensure corrective measures are implemented [9][10] Internal Control Evaluation - The internal audit institution is responsible for organizing and implementing internal control evaluations, with annual reports required to disclose the effectiveness of internal controls [10][11] - The company must disclose any significant internal control deficiencies or risks to regulatory authorities and the public [9][10] Rewards and Penalties - Internal audit personnel who make significant contributions should be recognized and rewarded [10][11] - The company will take corrective actions against personnel who fail to comply with audit regulations or obstruct audit processes [11][12]
高测股份: 董事会议事规则
Zheng Quan Zhi Xing· 2025-07-11 16:17
Core Points - The article outlines the governance structure and operational procedures of Qingdao High Test Technology Co., Ltd.'s board of directors, emphasizing the importance of efficient decision-making and compliance with relevant laws and regulations [1][4][11]. Group 1: Board Composition and Responsibilities - The board consists of nine directors, including three independent directors and one employee representative, with a chairman and a vice-chairman elected by a majority of the board [1][4]. - The board is responsible for managing the company's assets and reporting to the shareholders' meeting, executing resolutions, and making key decisions regarding business plans and investments [1][7][8]. Group 2: Decision-Making Procedures - The board must establish strict review and decision-making processes for external investments, asset sales, and related transactions, requiring expert evaluations for significant projects [1][8]. - Transactions that meet certain thresholds, such as involving assets over 10% of total assets or profits exceeding 10% of net profit, must be approved by the board [1][9][10]. Group 3: Meeting Protocols - The board is required to hold at least two meetings annually, with specific protocols for notifying members and handling changes to meeting agendas [1][19][20]. - Decisions are made through a voting process, requiring a majority of directors present, and must be documented accurately in meeting records [1][28][41]. Group 4: Director Qualifications and Duties - Directors must meet specific qualifications, including not having a criminal record or being subject to disqualification by regulatory authorities [12][13]. - Directors have fiduciary duties to act in the best interest of the company, avoiding conflicts of interest and ensuring diligent performance of their responsibilities [15][16][18].
高测股份: 投资者关系管理制度
Zheng Quan Zhi Xing· 2025-07-11 16:17
Core Viewpoint - The company establishes a comprehensive investor relations management system to enhance communication with investors, protect their rights, and improve corporate governance and overall value [1][2]. Group 1: Principles and Objectives of Investor Relations Management - The basic principles of investor relations management include compliance, equality, proactivity, and honesty [2][3]. - The objective is to facilitate communication between the company and investors, enhancing understanding and recognition of the company [1][2]. Group 2: Content and Methods of Investor Relations Management - Key communication topics include the company's development strategy, legal disclosures, management information, environmental, social, and governance information, and shareholder rights [5][6]. - The company will utilize multiple channels such as the official website, new media platforms, and direct communication methods like meetings and roadshows to engage with investors [3][4]. Group 3: Responsibilities and Organization of Investor Relations Management - The board of directors is responsible for formulating the investor relations management system, while the board secretary coordinates the activities [7][8]. - Responsibilities include drafting management policies, organizing communication activities, and ensuring timely responses to investor inquiries [7][8]. Group 4: Investor Communication Activities - The company will hold investor briefings, performance meetings, and one-on-one communications to address investor concerns and suggestions [5][6]. - Investor relations activities will be conducted in a manner that ensures equal treatment of all investors, particularly small and medium-sized investors [3][4]. Group 5: Use of Technology and Media - The company will maintain an investor relations section on its website, providing timely updates and responses to inquiries [9][10]. - Media relations will be managed carefully to ensure compliance with disclosure regulations, avoiding the release of undisclosed significant information [10].