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ST未名: 第六届董事会第四次会议决议公告
Zheng Quan Zhi Xing· 2025-07-30 16:36
Group 1 - The company held its sixth board meeting on July 30, 2025, with all 11 directors participating and voting [1][2] - The board approved multiple amendments to the company's governance documents to enhance operational compliance and efficiency, including the Articles of Association and various committee rules [2][3][4] Group 2 - The board's resolutions require approval from the first extraordinary general meeting of shareholders in 2025 to be implemented [2][3] - All resolutions were passed unanimously with 11 votes in favor, indicating strong board consensus [3][4] Group 3 - Key amendments include revisions to the rules governing the board of directors, independent directors, audit committee, and other governance structures to improve transparency and accountability [4][5][6] - The company plans to hold its first extraordinary general meeting on August 15, 2025, to review the board's approved resolutions [36]
ST未名: 《董事和高级管理人员离职管理制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-30 16:36
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management personnel at Shandong Weiming Biological Pharmaceutical Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of the company and its shareholders [1]. Group 1: General Provisions - The management system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The system applies to directors and senior management personnel who leave due to term expiration, resignation, dismissal, retirement, or other reasons [1]. Group 2: Resignation Circumstances and Procedures - Directors can resign before their term expires by submitting a written resignation report, which becomes effective upon receipt by the company, and the company must disclose this within two trading days [2]. - If a director's resignation results in the board falling below the legal minimum number of members, the resigning director must continue to fulfill their duties until a new board is elected [2]. - The company must complete the election of a new director within sixty days if an independent director resigns or is dismissed [2]. Group 3: Responsibilities and Obligations of Resigning Directors and Senior Management - Resigning directors and senior management must hand over all relevant documents and assets to the board before leaving, and they must cooperate with the company in follow-up investigations regarding significant matters during their tenure [4]. - Any public commitments made by directors and senior management during their tenure must continue to be honored after resignation, and failure to fulfill these commitments may result in liability for damages [4][5]. - After leaving, directors and senior management are prohibited from using their former positions to interfere with the company's operations or harm the interests of the company and its shareholders [5]. Group 4: Accountability Mechanism - If the company discovers that a resigning director or senior management has failed to fulfill commitments or has violated their duties, the board will review the situation and determine specific accountability measures, which may include compensation for direct losses and expected benefits [6]. - Resigning individuals can appeal the accountability decisions to the company's audit committee within fifteen days of notification [6]. Group 5: Supplementary Provisions - Any matters not covered by this system will be executed according to relevant laws and regulations, and the board of directors is responsible for interpreting the system [7]. - The management system will take effect from the date of approval by the board and will be modified accordingly [7].
ST未名: 《董事会秘书工作制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-30 16:36
Core Points - The document outlines the work system for the Secretary of the Board of Directors of Shandong Weiming Biological Pharmaceutical Co., Ltd, aiming to enhance corporate governance and the role of the board secretary [1][2] - The board secretary is a senior management position responsible for communication with the Shenzhen Stock Exchange and managing shareholder and board meeting preparations [2][3] Section Summaries General Provisions - The board secretary is designated as the contact person for the company with the Shenzhen Stock Exchange and is responsible for various administrative tasks related to board and shareholder meetings [2][3] Qualifications - The board secretary must possess necessary financial, management, and legal knowledge, and must hold a qualification certificate recognized by the Shenzhen Stock Exchange [3] Responsibilities and Duties - The board secretary is responsible for managing information disclosure, coordinating investor relations, and ensuring compliance with relevant regulations [5][6] - The secretary must maintain confidentiality regarding undisclosed significant information and report any leaks to the exchange promptly [5][6] - The board secretary also oversees the management of the company's stock and related transactions [4][5] Appointment Procedures - The board secretary is nominated by the chairman and appointed by the board, with specific documentation required for the appointment [8][9] - In case of vacancy, the board must appoint an interim secretary and complete the hiring process within a specified timeframe [9] Legal Responsibilities - The board secretary shares liability for decisions that violate laws or regulations, but can be exempted if they can prove dissenting opinions were expressed [10][10]
ST未名: 《印章管理制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-30 16:36
General Principles - The document outlines the stamp management system of Shandong Weiming Biological Pharmaceutical Co., Ltd, aiming to standardize and streamline the management of stamps to protect the company's legal rights [1][2] - The system applies to the company, its subsidiaries, and departments regarding the management and use of various stamps [1] Types of Stamps - The types of stamps include company seals, legal representative seals, financial seals, contract seals, board seals, departmental seals, and electronic seals, all of which have legal validity [1][2] - Specific uses for each type of stamp are defined, such as the company seal for important documents and the legal representative seal for official certifications [2] Stamp Creation and Approval - The creation of stamps must follow legal procedures and be approved by designated authorities within the company [3][4] - Different stamps have specific approval processes, such as the board seal requiring approval from the board secretary and chairman [3][4] Stamp Custody - A separation of duties and decentralized custody system is established for stamp management, ensuring that stamp custodians do not personally approve their own usage [4] - Designated personnel are responsible for the custody of different types of stamps, with a requirement for proper documentation and reporting in case of loss or damage [4][5] Stamp Usage - A pre-approval and registration system is in place for stamp usage, requiring departments to submit requests that must be approved by authorized personnel [5][6] - Stamps should not be used on incomplete documents or blank forms, and any unauthorized use will be reported and addressed [6][7] Stamp Abolition and Destruction - Procedures for abolishing and destroying stamps are outlined, including the need for approval and proper documentation when stamps are no longer in use [7][8] - Stamps that are required for ongoing legal or business matters must be retained until those matters are resolved [8] Responsibilities - Unauthorized creation or use of stamps is strictly prohibited, with consequences for individuals who violate these rules [8][9] - Stamp custodians are responsible for the safe keeping of stamps and must report any loss or unauthorized use immediately [9]
ST未名: 《财务管理制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-30 16:36
General Principles - The financial management system of Shandong Weiming Biological Pharmaceutical Co., Ltd. aims to standardize accounting recognition, measurement, and reporting to ensure the quality of accounting information and improve economic efficiency while protecting shareholders' rights [1][2][3] Financial Management Structure and Personnel - The company has established a financial management organization under the leadership of the board of directors, with the general manager responsible for implementation [2][3] - A planning finance center is set up to handle financial management and accounting matters, staffed with qualified accounting personnel [2][3] - The company has the authority to appoint and dismiss financial heads of its subsidiaries, while other financial personnel are hired according to internal regulations [2][3] Accounting Policies and Estimates - The company adopts a calendar year as its accounting period, running from January 1 to December 31 [3][4] - The functional currency for accounting is determined based on the primary economic environment, with RMB used for companies established in mainland China [4][5] - The company uses the accrual basis of accounting and historical cost for measurement [4][5] Financial Asset Recognition and Measurement - Financial assets are classified at initial recognition into categories such as amortized cost, fair value through other comprehensive income, and fair value through profit or loss [5][6] - The company assesses credit risk and recognizes impairment losses based on expected credit losses [8] Inventory Accounting - Inventory is initially measured at cost and includes raw materials, finished goods, work in progress, and low-value consumables [9] - The company uses the weighted average method for inventory issuance and recognizes impairment when the cost exceeds the net realizable value [9] Long-term Equity Investment Accounting - The company uses the cost method for subsequent measurement of long-term equity investments in subsidiaries and adjusts for equity method in consolidated financial statements [10] Fixed Assets and Depreciation - Fixed assets are recorded at actual cost and depreciated using the average annual method based on asset categories [11][12] Intangible Assets Accounting - Intangible assets are initially measured at cost, including purchase price and related expenses, and are amortized over their useful lives [13][14] Revenue Recognition - Revenue is recognized when control of the goods is transferred to the customer, and specific criteria must be met [21] Tax Accounting - The company uses the balance sheet liability method for income tax accounting, recognizing deferred tax assets or liabilities based on differences between the book value and tax base of assets and liabilities [17] Financial Reporting - The company prepares financial reports including balance sheets, income statements, cash flow statements, and changes in equity statements, adhering to relevant accounting standards [23][24][25]
ST未名: 《子公司管理制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-30 16:36
General Principles - The purpose of the management system is to strengthen control over subsidiaries, standardize internal operations, protect the rights of the company and investors, and promote healthy development of subsidiaries [1][2] - The company maintains a relationship of equal legal status with its subsidiaries, exercising shareholder rights and providing guidance and supervision [2][3] - The system aims to enhance risk control, improve operational efficiency, and increase the company's overall risk resistance [2][3] Personnel Management - The company, as the main investor, exercises shareholder rights through the subsidiary's shareholders' meeting and appoints representatives and management [4][5] - Personnel appointed by the company must adhere to legal obligations and cannot exploit their positions for personal gain [5][6] - Training is provided to subsidiary management to ensure compliance with relevant laws and company regulations [5][6] Financial Management - Subsidiaries must comply with national fiscal and tax policies and establish their own financial management systems [7][8] - The company supervises the financial management of subsidiaries and requires timely reporting of financial statements [8][9] - Subsidiaries must adhere to the company's accounting policies and ensure the legality and accuracy of financial data [8][9] Operational Decision-Making - Subsidiaries must align their operational plans with the company's overall strategy and adhere to legal regulations [10][11] - Major transactions exceeding the subsidiary's authority require approval from the company's management [10][11] - Subsidiaries are responsible for conducting due diligence and feasibility studies before making investment decisions [11][12] Information Disclosure - Subsidiaries must follow the company's information disclosure policies and report significant matters promptly [12][13] - Meetings held by subsidiaries must be reported to the company for approval and documentation [13][14] - The company requires accurate and timely reporting of operational and financial information from subsidiaries [14][15] Internal Audit and Supervision - The company conducts regular audits of subsidiaries to ensure compliance with laws and internal regulations [15][16] - Subsidiaries must cooperate with audits and implement corrective measures for identified issues [15][16] - The internal audit system of the company applies to subsidiaries, ensuring accountability and transparency [16][17] Assessment and Rewards - Subsidiaries are required to establish their own assessment and reward systems based on the company's guidelines [17][18] - Annual assessments of senior management are conducted based on performance metrics and audit results [17][18] - The company reserves the right to impose penalties on subsidiary management for failing to fulfill their responsibilities [18]
ST未名: 《内部控制制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-30 16:36
Core Viewpoint - The internal control system of Shandong Weiming Biological Pharmaceutical Co., Ltd. aims to enhance corporate governance, ensure compliance, protect investor rights, and promote sustainable development through a structured framework [1][2]. Group 1: General Principles - The internal control system is designed to ensure legal compliance, asset security, and the authenticity of financial reporting [1]. - The board of directors is responsible for the establishment, implementation, and improvement of the internal control system, with regular evaluations of its effectiveness [1][2]. Group 2: Basic Requirements - Internal control should consider elements such as internal environment, risk assessment, control activities, information communication, and internal supervision [2]. - The company must establish a governance structure that promotes effective decision-making and risk awareness [3]. Group 3: Control Activities - Internal control activities must cover all business segments related to financial reporting and information disclosure, including sales, procurement, inventory, and asset management [3]. - The company must ensure that its assets are independently owned and not misappropriated by controlling shareholders or related parties [4]. Group 4: Risk Management - A comprehensive risk assessment system should be established to monitor various risks, including operational, financial, market, regulatory, and ethical risks [5]. - The company should implement a robust internal audit function to evaluate the effectiveness of internal controls and report findings to the board [6][16]. Group 5: Subsidiary Management - The company must develop control policies for subsidiaries, ensuring they establish their own internal control systems based on their business characteristics [6]. - Regular performance evaluations and financial reporting from subsidiaries are required to maintain oversight [6]. Group 6: Related Party Transactions - Internal controls for related party transactions must adhere to principles of honesty, equality, and fairness, ensuring no harm to the company or its shareholders [7]. - The company must establish clear approval processes for related party transactions, including the requirement for independent directors to review such matters [8]. Group 7: External Guarantees and Fund Management - The company must manage external guarantees with a focus on legality, prudence, and mutual benefit, ensuring risks are controlled [9]. - A management framework for the use of raised funds must be established, ensuring compliance with stated purposes and effective tracking of fund usage [12][13]. Group 8: Major Investments and Information Disclosure - Major investments should be subject to rigorous evaluation and approval processes to mitigate risks and ensure effective returns [14]. - The company must maintain a robust information disclosure system to report significant events that could impact stock prices [15]. Group 9: Internal Audit and Evaluation - The internal audit department is responsible for assessing the completeness and effectiveness of internal controls across the company and its subsidiaries [16]. - Regular internal control evaluations should be conducted, with findings reported to the board for necessary actions [17][18].
ST未名: 《董事会议事规则》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-30 16:36
Core Points - The document outlines the rules and regulations governing the board of directors of Shandong Weiming Pharmaceutical Biological Co., Ltd, ensuring independent and effective decision-making [1][3][36] Group 1: Board Composition and Responsibilities - The board consists of 5 to 11 directors, including one employee representative, with a term of three years [1][2] - The board is responsible for convening shareholder meetings, executing resolutions, and making decisions on operational plans and investment proposals [2][3] - The board has the authority to approve significant transactions, including asset purchases, sales, and external investments, with specific thresholds for approval [4][5] Group 2: Meeting Procedures - Regular board meetings must be held at least twice a year, while temporary meetings can be called under specific circumstances [11][12] - A quorum requires the presence of more than half of the directors, and decisions are made through a voting process [16][19] - Meeting records must be maintained, detailing attendees, agenda items, and voting outcomes [27][28] Group 3: Committees and Oversight - The board establishes specialized committees, including a strategic decision-making committee, audit committee, and remuneration committee, to enhance governance [3][4] - Independent directors must constitute a majority in certain committees, ensuring unbiased oversight [3][4] - The board is tasked with monitoring the implementation of its resolutions and ensuring compliance with legal and regulatory requirements [30][31]
ST未名: 《审计委员会工作细则》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-30 16:36
General Overview - The document outlines the working rules of the Audit Committee of Shandong Weiming Biological Pharmaceutical Co., Ltd, aiming to enhance the decision-making capacity of the board and ensure effective supervision of the management [1][2]. Composition of the Audit Committee - The Audit Committee consists of three directors, including two independent directors, with an accounting professional serving as the chairperson [2]. - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [2]. - The term of the Audit Committee aligns with that of the board, and members can be re-elected [2]. Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising external and internal audits, reviewing financial reports, and assessing internal controls [4][5]. - The committee must approve certain actions, such as the disclosure of financial reports and the hiring or firing of external auditors, before submission to the board [10][11]. - The committee is tasked with guiding and supervising the internal audit department and ensuring compliance with laws and regulations [12]. Meeting Procedures - The Audit Committee is required to hold at least one regular meeting each quarter, with provisions for special meetings as needed [22][23]. - Meeting notifications must include the date, location, agenda, and other relevant details [24]. - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [26][27]. Documentation and Reporting - Meeting minutes must be recorded, detailing attendance, agenda items, and voting results, and these records are to be maintained for a minimum of ten years [33][36]. - The committee is responsible for reporting its activities and any significant issues to the board, ensuring transparency and accountability [20][21].
ST未名: 《募集资金管理制度》(2025年7月)
Zheng Quan Zhi Xing· 2025-07-30 16:36
Core Viewpoint - The document outlines the fundraising management system of Shandong Weiming Biological Pharmaceutical Co., Ltd, emphasizing the proper storage, usage, and management of raised funds to enhance efficiency and protect investors' rights [1][2]. Group 1: Fundraising Management Principles - The company must establish a detailed plan for the use of raised funds, ensuring transparency and compliance with national laws and regulations [2][4]. - The board of directors is responsible for the effective implementation of the fundraising management system [1][2]. - Funds raised must be stored in a dedicated account and cannot be used for non-designated purposes [7][8]. Group 2: Fund Usage Regulations - Raised funds should be used strictly for the purposes disclosed in the prospectus or other public documents, and any changes must be approved by the shareholders [9][11]. - The company is prohibited from using raised funds for high-risk investments or providing financial assistance to others [11][12]. - Any changes in the investment projects must undergo a feasibility analysis and be disclosed promptly [14][15]. Group 3: Oversight and Reporting - The company must maintain detailed records of the usage of raised funds and undergo regular audits to ensure compliance [33][34]. - The board must report on the status of fundraising and usage at least semi-annually, including any discrepancies in investment progress [15][16]. - Independent financial advisors or sponsors are required to conduct regular checks and report any irregularities [17][18].