Intretech(002925)
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盈趣科技: 关于修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-07-16 16:23
Core Viewpoint - Xiamen Yingqu Technology Co., Ltd. has decided to amend its Articles of Association to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, in compliance with relevant laws and regulations [1][2][3]. Summary by Sections Reason and Basis for Amendment - The amendment is based on the requirements of the Company Law of the People's Republic of China, the Shenzhen Stock Exchange Main Board Stock Listing Rules, and the Articles of Association Guidance for Listed Companies, reflecting the company's actual situation [1][2]. Proposed Amendments to the Articles of Association - The company aims to enhance its operational standards by revising the Articles of Association in accordance with the latest legal requirements and its operational conditions [1][2]. - The supervisory board's powers will be assumed by the audit committee of the board of directors, and the relevant rules governing the supervisory board will be abolished [1][2]. Specific Amendments - Article 1: The purpose of the Articles is to protect the legal rights of the company, shareholders, and creditors [2]. - Article 8: The chairman of the board will serve as the legal representative of the company [3]. - Article 9: The legal representative's resignation will be treated as a simultaneous resignation from the position of chairman [4]. - Article 10: The company will be liable for its debts with all its assets [6]. - Article 11: The Articles will become a legally binding document for the company, shareholders, directors, and senior management [7]. - Article 15: The issuance of shares will adhere to principles of openness, fairness, and justice [8]. - Article 21: The company will not provide financial assistance for acquiring its shares, except for employee stock ownership plans [9]. - Article 41: The controlling shareholders and actual controllers must exercise their rights and fulfill obligations in accordance with laws and regulations [30][31].
盈趣科技: 关于修订及制定公司部分治理制度的公告
Zheng Quan Zhi Xing· 2025-07-16 16:23
Core Viewpoint - Xiamen Yingqu Technology Co., Ltd. has revised and established several governance systems to align with the latest legal and regulatory requirements, aiming to enhance corporate governance and operational mechanisms [1]. Group 1: Governance Revisions - The company held the 17th meeting of the 5th Board of Directors on July 15, 2025, where it approved the proposal to revise and establish certain governance systems [1]. - The revisions are based on the latest laws and regulations, including the Company Law and the Shenzhen Stock Exchange Main Board Listing Rules [1]. - Specific governance systems revised or established include the management system to prevent major shareholders and related parties from occupying company funds [1]. Group 2: Disclosure and Compliance - The revised governance systems have been disclosed on the company's official information platform, ensuring transparency and compliance with regulatory requirements [1].
盈趣科技: 会计师事务所选聘制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-16 16:23
Core Points - The article outlines the selection system for accounting firms at Xiamen Yingqu Technology Co., Ltd, aiming to standardize the hiring process and enhance financial information quality while protecting shareholder interests [1][2][3] Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law of the People's Republic of China and the Securities Law [1] - The selection process requires approval from the Board of Directors and the Shareholders' Meeting, ensuring no hiring occurs before these approvals [2][3] Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent legal status and meet qualifications set by the China Securities Regulatory Commission [5] - Firms should have a good reputation, no significant quality issues in the past three years, and comply with relevant financial auditing laws [5][6] Group 3: Selection Procedures - The Audit Committee is responsible for proposing the selection of accounting firms and overseeing the auditing process [7] - The selection process includes competitive negotiations, public bidding, and invitation bidding to ensure fairness and transparency [10][11] Group 4: Evaluation Criteria - Evaluation criteria for accounting firms include audit fee quotes, qualifications, quality management levels, and risk management capabilities [11][12] - Quality management levels must account for at least 40% of the evaluation score, while audit fee quotes should not exceed 15% [12][13] Group 5: Special Provisions for Replacing Accounting Firms - The company must replace accounting firms if there are significant quality defects or if the firm cannot meet auditing deadlines [23][24] - The Audit Committee must conduct due diligence and provide a written report when proposing a replacement [25][26] Group 6: Supervision and Penalties - The Audit Committee is tasked with supervising the selection process and ensuring compliance with laws and regulations [29] - Serious violations by accounting firms can lead to penalties, including termination of contracts and financial liabilities for responsible individuals [31][32] Group 7: Miscellaneous - The selection system will be revised in accordance with future laws and regulations, ensuring compliance with national standards [33][34]
盈趣科技: 公司章程(2025年7月)
Zheng Quan Zhi Xing· 2025-07-16 16:23
Core Points - The company is Xiamen Intretech Inc., established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China [3][4] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 75 million shares on January 15, 2018, and is listed on the Shenzhen Stock Exchange [4][5] - The registered capital of the company is RMB 777,441,784 [4][8] - The company aims to create value for customers, shareholders, suppliers, partners, society, and employees, and to build a harmonious working environment [5][6] Company Structure - The company is governed by its articles of association, which are legally binding for the company, shareholders, directors, and senior management [5][11] - The company has a board of directors, with the chairman serving as the legal representative [4][5] - 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 [5][10] Business Scope - The company's business scope includes technology services, electronic component manufacturing, software development, and medical device sales, among others [6][7] - The company is authorized to produce and sell medical masks and other medical devices, subject to legal approvals [6][7] Share Issuance and Management - The company has a total of 777,441,784 shares, all of which are ordinary shares (A shares) [8][9] - The issuance of shares must adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [7][8] - The company can increase its capital through various methods, including issuing shares to unspecified or specific targets, distributing bonus shares, or converting reserves into capital [9][10] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company management, as well as the right to inspect company documents [13][14] - Shareholders are obligated to comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [18][19] - The company must maintain transparency and provide timely information to shareholders regarding significant events [19][20] Governance and Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [46][48] - Decisions at shareholder meetings require a majority or two-thirds majority vote, depending on the nature of the resolution [78][80] - The company must ensure that all shareholders can participate in meetings, including through online voting options [48][59]
盈趣科技: 信息披露暂缓与豁免管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-16 16:23
Core Viewpoint - The document outlines the information disclosure deferral and exemption management system for Xiamen Yingqu Technology Co., Ltd, aiming to regulate the disclosure of information, protect investors' rights, and ensure compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The system is established to standardize the deferral and exemption of information disclosure, ensuring that information disclosure obligations are fulfilled legally and compliantly [1]. - Information disclosure obligations must be fulfilled truthfully, accurately, completely, timely, and fairly, without abusing deferral or exemption to mislead investors or engage in illegal activities [1][2]. Group 2: Scope of Deferral and Exemption - Information disclosure can be deferred or exempted if it involves state secrets or other matters that may violate confidentiality regulations, provided there is sufficient evidence [2][3]. - Business secrets can also be deferred or exempted if their disclosure could lead to unfair competition or harm the interests of the company or others [2][3]. Group 3: Internal Management - The company must maintain a record of deferral and exemption actions, including the type of documents and information involved, and the internal review process [5][6]. - If the reasons for deferral or exemption are resolved, the company must promptly disclose the information and provide reasons for its classification as a business secret [4][5]. Group 4: Accountability and Compliance - The company has established a responsibility accountability mechanism for deferral and exemption actions, with potential penalties for those who fail to comply with the regulations [6][7]. - The document emphasizes that any conflicting provisions in other company regulations will defer to this system [7].
盈趣科技: 年报信息披露重大差错责任追究制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-16 16:22
General Principles - The company aims to enhance the quality and transparency of its annual report disclosures by establishing a responsibility accountability system for significant errors in information disclosure [2] - The system is designed to hold accountable those responsible for any significant errors or negative impacts resulting from improper or non-fulfillment of their duties [2][3] Scope of Accountability - The accountability system applies to the company's board members, senior management, heads of subsidiaries, controlling shareholders, and other personnel involved in the annual report disclosure process [2] Principles of Accountability - The system adheres to principles such as factual accuracy, objectivity, proportionality of fault and responsibility, and equivalence of rights and responsibilities [3] Conditions for Accountability - Responsibility will be pursued in cases of violations of relevant laws and regulations, internal control systems, or failure to communicate effectively, leading to significant errors in annual report disclosures [3][4] Severity of Accountability - Accountability may be intensified for intentional concealment, severe consequences, or other subjective factors leading to significant errors [4] - Conversely, accountability may be mitigated for actions taken to prevent negative outcomes or due to unforeseen circumstances [4] Forms of Accountability - The company may impose various forms of accountability, including corrective actions, public reprimands, job reassignment, financial penalties, or termination of employment [5] Legal Compliance - The accountability system will be implemented in accordance with national laws and regulations, as well as the company's articles of association [5]
盈趣科技: 总裁工作细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-16 16:22
Core Points - The document outlines the operational guidelines for the President of Xiamen Yingqu Technology Co., Ltd, focusing on governance, responsibilities, and qualifications [2][3][4] Group 1: General Provisions - The guidelines aim to standardize the company's behavior and improve the decision-making level of the President [2] - The President is responsible for daily operations and management, implementing board resolutions, and reporting to the board [2][3] Group 2: Qualifications and Appointment Procedures - The President must possess extensive economic and management knowledge, leadership skills, and relevant industry experience [3][4] - The appointment and dismissal of the President are decided by the board, with a term of three years [3][4] Group 3: Responsibilities of the President - The President has the authority to manage daily operations, implement annual plans, and propose the hiring or dismissal of senior management [4][5] - The President must ensure the protection and appreciation of company assets and comply with company regulations [7][8] Group 4: Meeting and Reporting Procedures - The President is required to hold monthly meetings to discuss significant operational matters and report to the board at least once a month [10][12] - The President must ensure the authenticity of reports regarding major contracts, financial status, and operational progress [12][14] Group 5: Evaluation and Rewards - The evaluation of the President's performance is based on various financial metrics, including total assets, net profit, and revenue growth [14][15] - The board may grant material rewards for outstanding performance during the President's term [15]
盈趣科技: 董事和高级管理人员所持公司股份及其变动管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-16 16:22
General Principles - The management system for the shares held by the board of directors and senior management of Xiamen Yingqu Technology Co., Ltd. aims to strengthen the management of shareholding and changes in accordance with relevant laws and regulations [2][3] - The system is based on the Company Law, Securities Law, and various regulatory guidelines, ensuring compliance with insider trading and market manipulation prohibitions [2][3] Shareholding Management - Directors and senior management must strictly adhere to professional ethics and confidentiality obligations regarding undisclosed company information [3] - The shares held by directors and senior management include all shares registered in their names and those held through others' accounts [3] - The system applies to all directors, including independent directors, and senior management [3] Share Transfer Restrictions - Directors and senior management are prohibited from transferring shares under certain conditions, such as within one year of the company's stock listing or within six months after leaving the company [4][5] - Specific circumstances that restrict share transfer include investigations by regulatory authorities or legal penalties [4][5] Reporting and Disclosure - Directors and senior management must report and disclose share reduction plans to the Shenzhen Stock Exchange at least 15 trading days before the first sale [5][6] - After completing a share reduction plan, they must report to the exchange within two trading days [6][12] Annual Transfer Limits - Directors and senior management can transfer no more than 25% of their total shares held in a year, with exceptions for judicial enforcement or inheritance [6][13] - New shares acquired during the year can be transferred up to 25% within the same year, while limited shares will be counted towards the next year's transferable shares [7][13] Compliance and Accountability - The company must ensure that directors and senior management do not engage in insider trading and must disclose any violations of the Securities Law [18][19] - The board of directors is responsible for recovering profits from any illegal trading activities by directors and senior management [18][19] Information Disclosure Obligations - Changes in shareholding must be disclosed within two trading days, including details such as the number of shares before and after the change [26][27] - The company must confirm and report the shareholding information of directors and senior management as required by the securities registration authority [29][30] Additional Provisions - The management system will adhere to national laws and regulations, and any inconsistencies with future laws will be resolved in favor of the latter [38][40] - The board of directors holds the interpretation rights of this management system [40]
盈趣科技: 员工购房借款管理办法(2025年7月)
Zheng Quan Zhi Xing· 2025-07-16 16:22
Core Points - The company aims to enhance its employee incentive system by providing interest-free loans for first-time home purchases to alleviate housing burdens and attract key talent [1][2] - The total fund for the interest-free loan pool is set at 50 million RMB, which will be recycled for future employee loan applications [6][10] - Eligible employees must have been with the company for at least two years and meet specific performance criteria [2][3] Group 1: General Provisions - The purpose of the employee housing loan management measures is to support employees in achieving stable living conditions and to retain core talent [1] - The policy applies to the company and its domestic subsidiaries, excluding Hong Kong, Macau, Taiwan, and overseas entities [1][2] Group 2: Eligibility Criteria - Applicants must be long-term contract employees with at least two years of service and satisfactory performance in the previous year [2][3] - Employees in certain positions, such as major shareholders and senior management, are excluded from applying for the loans [1][2] Group 3: Loan Application and Approval Process - Applicants must submit a completed loan application form along with necessary documentation, including proof of no existing property ownership [4][5] - The approval process involves verification of submitted materials and a public announcement of the results [6][9] Group 4: Loan Amount and Terms - The maximum loan amount is capped at 500,000 RMB per employee, not exceeding the minimum down payment required for the property [6][8] - Borrowers must repay the loan within five years, with the option for early repayment [11][15] Group 5: Repayment and Default Provisions - Employees who leave the company must repay the loan in full before departure [14][19] - The company reserves the right to charge interest on overdue payments based on the People's Bank of China’s benchmark rate [7][19] Group 6: Supervision and Penalties - Employees found to have provided false information during the application process will face penalties, including loan recovery and potential termination [22][24] - The Human Resources department is responsible for monitoring compliance and ensuring proper use of company resources [23][26]
盈趣科技: 防止大股东及关联方占用公司资金管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-16 16:22
Core Points - The document outlines a management system to prevent the controlling shareholders and related parties from occupying the company's funds, ensuring the protection of the company's and its stakeholders' legal interests [1][2][3] Group 1: Definition and Scope - The term "controlling shareholder" refers to a shareholder holding more than 50% of the company's total share capital or having significant voting rights despite holding less than 50% [1] - "Actual controller" is defined as a natural person, legal entity, or organization that can actually control the company's actions through investment relationships or agreements [1] - "Related parties" are determined according to the company's related transaction management system [1] Group 2: Types of Fund Occupation - Fund occupation includes operational fund occupation, which arises from related transactions in procurement, sales, and service provision [2] - Non-operational fund occupation includes various forms such as the company advancing payments for the controlling shareholder, borrowing funds, and assuming debts on behalf of the controlling shareholder [2] Group 3: Transaction Management - The company must strictly adhere to its articles of association and related transaction management system when engaging in related transactions with controlling shareholders and related parties [3] - The company is prohibited from providing funds directly or indirectly to controlling shareholders and related parties through various means, including loans and debt repayment [3][4] Group 4: Responsibilities of the Board and Management - The board of directors and senior management are legally obligated to maintain the safety of the company's funds and prevent fund occupation by controlling shareholders and related parties [4] - The chairman of the board is identified as the primary responsible person for preventing fund occupation [4] Group 5: Measures and Procedures for Fund Occupation - Upon identifying fund occupation, the company must promptly develop a recovery plan and report to regulatory authorities [5][6] - The company should prioritize cash repayment for occupied funds and strictly control non-cash asset repayments [5][6] Group 6: Accountability and Penalties - Directors and senior management who fail to fulfill their responsibilities or assist in fund occupation may face disciplinary actions, including dismissal [9] - The board may report to regulatory authorities if the board fails to act on fund occupation issues [6][9] Group 7: Miscellaneous - The document is subject to national laws and regulations, and any inconsistencies will defer to those laws [10] - The board of directors holds the interpretation rights of this management system [10]