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ST银江: 重大信息内部报告制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:49
Core Points - The article outlines the internal reporting system for significant information at Yinjian Technology Co., Ltd, aimed at ensuring timely and accurate disclosure of information that may impact stock trading prices [1][2][3] - The system applies to all departments, subsidiaries, and key personnel within the company, including board members and major shareholders [2][3][4] - Significant information includes major meetings, transactions, and events that could affect the company's financial status or stock price [3][4][5] Group 1: Reporting Obligations - Shareholders holding more than 5% of shares must inform the company of any significant events that may affect the company [2][4] - Information report obligors are responsible for reporting significant internal information to the chairman and board secretary, ensuring the accuracy and completeness of the information [2][5][6] - Confidentiality obligations are imposed on all parties aware of significant information before it is publicly disclosed [6][21] Group 2: Definition of Significant Information - Significant information encompasses important meetings, major transactions, and ongoing changes that could impact the company [3][4][5] - Major transactions are defined by specific financial thresholds, such as transactions exceeding 10% of the latest audited total assets or significant revenue figures [4][10] - Major risks that require reporting include significant losses, debt defaults, and legal issues that could affect the company's operations [6][10][12] Group 3: Reporting Procedures - The reporting process requires that significant information be reported on the same day it is known, using various communication methods [13][19] - The board secretary is responsible for evaluating reported information and determining the necessary disclosure actions [31][33] - The company must maintain a record of all reported information and ensure compliance with relevant regulations [18][20][22] Group 4: Responsibilities and Penalties - The board of directors oversees the internal reporting and external disclosure of significant information, with specific roles assigned to the chairman and board secretary [33][37] - Failure to comply with reporting obligations can result in disciplinary actions, including warnings or termination [23][24] - All personnel involved in the reporting process must ensure the accuracy and confidentiality of the information [21][22][24]
ST银江: 董事会秘书工作细则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:49
General Provisions - The purpose of the guidelines is to standardize company behavior and clarify the responsibilities and authority of the board secretary, in accordance with relevant laws and regulations [2][3] Qualifications - The board secretary must possess necessary professional knowledge in finance, management, and law, have good personal and professional ethics, and hold a qualification certificate issued by the exchange [2][3] - Individuals with certain disqualifying conditions, such as administrative penalties from the China Securities Regulatory Commission (CSRC) or public reprimands from the stock exchange, are not eligible to serve as board secretary [3][4] Main Responsibilities - The board secretary is responsible for coordinating the company's information disclosure, managing investor relations, and ensuring compliance with relevant regulations [5][6] - The board secretary must maintain confidentiality regarding undisclosed significant information and report any leaks to the Shenzhen Stock Exchange [5][6] - The board secretary has the authority to access the company's financial and operational information and must be supported by the board and senior management in fulfilling their duties [6][7] Appointment and Dismissal Procedures - The board secretary is nominated by the chairman and appointed or dismissed by the board of directors [7][8] - The company must reappoint a new board secretary within three months after the previous one leaves [7][8] - The board must provide sufficient reasons for dismissing the board secretary and report the dismissal to the Shenzhen Stock Exchange [7][8] Legal Responsibilities - The board secretary is liable for damages caused by decisions that violate laws or regulations, unless they can prove they opposed the decision [9][10] - If the board secretary is found in violation of the guidelines, the board may recommend the cancellation of their qualification and impose penalties [9][10] Supplementary Provisions - If any part of these guidelines conflicts with national laws or regulations, the latter shall prevail [10] - The board is responsible for interpreting these guidelines, which take effect upon board approval [10]
ST银江: 银行间债券市场债务融资工具信息披露管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:49
Core Viewpoint - The document outlines the information disclosure management system for Yinjiang Technology Co., Ltd. regarding the issuance of debt financing instruments in the interbank bond market, aiming to protect investors' rights and ensure compliance with relevant regulations [1][2]. Group 1: General Principles and Regulations - The information disclosure is defined as the release of relevant matters in accordance with regulations, ensuring timely and accurate publication on approved platforms [2][3]. - The company is responsible for disclosing a range of information, including issuance announcements, periodic reports, and any significant events affecting debt repayment capabilities [4][5]. - All disclosed information must be truthful, accurate, complete, and timely, with individuals responsible for any misleading statements or omissions [3][6]. Group 2: Disclosure Content and Standards - Issuance documents must include announcements, prospectuses, credit rating reports, and the company's audited financial statements for the past three years [5][6]. - Regular disclosures include annual reports by April 30, semi-annual reports by August 31, and quarterly reports by April 30 and October 31 [6][7]. - Significant events that may impact repayment capabilities must be disclosed promptly, including changes in management, financial conditions, or legal issues [7][8]. Group 3: Management and Implementation of Disclosure - The board of directors is responsible for managing information disclosure, with the chairman as the primary responsible person [26][27]. - The board secretary coordinates disclosure activities and ensures compliance with regulations [27][28]. - All departments and subsidiaries are required to report significant information to the board or board secretary immediately [32][33]. Group 4: Accountability and Penalties - Individuals responsible for significant disclosure errors may face penalties, including internal reprimands or termination [38][44]. - The legal department handles reports of disclosure errors and oversees the investigation and resolution process [39][40]. - The company must ensure that all disclosure-related documents are retained for at least ten years [37].
ST银江: 董事会审计委员会实施细则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:49
General Provisions - The purpose of the implementation rules for the Audit Committee of Yinjian Technology Co., Ltd. is to strengthen the decision-making function of the board of directors, ensure effective supervision of the management, and improve the corporate governance structure [1][2] - The Audit Committee is a specialized working body established by the board of directors, responsible for reviewing financial information and overseeing internal and external audit work [1][2] Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, and at least one independent director must be a professional accountant [2][3] - The committee members are nominated by the chairman, more than half of the independent directors, or at least one-third of all directors, and elected by the board of directors [2][3] Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising and evaluating external audit work, overseeing the internal audit system, reviewing financial information, and supervising the internal control system [4][5] - The committee is responsible for reporting to the board of directors and must approve certain decisions, such as the disclosure of financial reports and the hiring or dismissal of external auditors [5] Decision-Making Procedures - The Audit Department is responsible for preparing the committee's decisions and providing relevant materials, including financial reports and audit reports [7] - The committee meetings can be regular or temporary, with at least four regular meetings held annually, and decisions require a majority vote from the members present [9][10] Meeting Rules - Meetings must have at least two-thirds of the members present to be valid, and decisions are made by a majority vote [9][10] - The committee can invite other directors and senior management to attend meetings if necessary, and all attendees have confidentiality obligations regarding the discussed matters [10] Supplementary Provisions - The implementation rules take effect upon approval by the board of directors, and any unresolved matters will be governed by relevant national laws and regulations [11]
ST银江: 募集资金管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:49
Core Viewpoint - The document outlines the fundraising management system of Yinjian Technology Co., Ltd, emphasizing the importance of regulatory compliance, efficient use of raised funds, and the establishment of a structured approval and supervision process for fundraising activities [2][4][16]. Group 1: Fundraising Management - The system is designed to regulate the management of funds raised through public or private securities issuance, ensuring that funds are used for specific purposes as outlined in the company's articles of association [2][4]. - The board of directors and senior management are responsible for ensuring the proper use of raised funds and must not engage in unauthorized changes to the use of these funds [4][6]. - The company must establish a special account for raised funds, which should be managed separately from other funds, and any excess funds must also be stored in this account [4][8]. Group 2: Fund Usage and Approval - The company must ensure that the use of raised funds aligns with the commitments made in the prospectus and cannot arbitrarily change the investment direction [6][10]. - All expenditures involving raised funds require approval from the board of directors, and any significant deviations from the planned investment must be reported [10][14]. - The company is prohibited from using raised funds for high-risk investments or for purposes outside the approved projects [6][12]. Group 3: Monitoring and Reporting - The company is required to conduct semi-annual reviews of the progress of fundraising projects and disclose the findings in regular reports [7][16]. - Independent auditors must verify the actual use of raised funds and report any discrepancies in the annual fundraising report [16][17]. - The company must promptly disclose any changes in the use of raised funds, including the reasons for such changes and the new project details [14][32]. Group 4: Special Provisions for Excess Funds - The company must develop a plan for the use of excess funds raised beyond the planned amount, which requires board approval and must be disclosed [10][11]. - Any use of excess funds for repaying bank loans or permanently supplementing working capital must also be approved by the board and shareholders [11][23]. - Temporary use of idle raised funds for cash management is allowed under strict conditions, ensuring it does not affect the normal operation of fundraising projects [12][26]. Group 5: Compliance and Legal Framework - The fundraising management system must comply with national laws and regulations, and any conflicts with these laws will defer to the legal provisions [42][43]. - The board of directors is responsible for interpreting the fundraising management system and ensuring adherence to the established guidelines [43][44].
ST银江: 第六届董事会第二十一次会议决议公告
Zheng Quan Zhi Xing· 2025-06-30 16:44
Core Viewpoint - The company, Yinjian Technology Co., Ltd., held its 21st meeting of the 6th Board of Directors on June 30, 2025, where multiple resolutions regarding amendments to various internal regulations were passed unanimously by the board members [1][2][3]. Group 1: Amendments to Company Regulations - The board approved the proposal to amend the company's articles of association, which will be submitted to the shareholders' meeting for review [1]. - The board also approved amendments to the "Rules of Procedure for Shareholders' Meetings," which will be submitted to the shareholders' meeting for review [2]. - Amendments to the "Rules of Procedure for Board Meetings" were also approved and will be submitted to the shareholders' meeting for review [2]. - The "Work Guidelines for the Board Secretary" were revised and approved, pending submission to the shareholders' meeting [2]. - The "Work Guidelines for the General Manager" were amended and approved, pending submission to the shareholders' meeting [3]. Group 2: Additional Internal Regulations - The board approved amendments to the "Independent Director Work System," which will be submitted to the shareholders' meeting for review [3]. - The "Implementation Rules for the Audit Committee of the Board" were revised and approved, pending submission to the shareholders' meeting [3]. - Amendments to the "Implementation Rules for the Nomination Committee of the Board" were approved and will be submitted to the shareholders' meeting [3]. - The "Implementation Rules for the Compensation and Assessment Committee of the Board" were revised and approved [4]. - The board approved amendments to the "Implementation Rules for the Strategic Decision-Making Committee of the Board," which will be submitted to the shareholders' meeting for review [4]. Group 3: Financial and Risk Management Regulations - The board approved amendments to the "External Guarantee Decision-Making System," which will be submitted to the shareholders' meeting for review [4]. - The "External Investment Management System" was revised and approved, pending submission to the shareholders' meeting [4]. - Amendments to the "Information Disclosure Management System" were approved and will be submitted to the shareholders' meeting [4]. - The board approved revisions to the "Fair Decision-Making System for Related Transactions," which will be submitted to the shareholders' meeting for review [4]. - The "Fundraising Management System" was amended and approved, pending submission to the shareholders' meeting [4]. Group 4: Compliance and Internal Control - The board approved amendments to the "Investor Relations Management System," which will be submitted to the shareholders' meeting for review [4]. - The "Major Information Internal Reporting System" was revised and approved, pending submission to the shareholders' meeting [5]. - The board approved amendments to the "Management System for Controlling Subsidiaries," which will be submitted to the shareholders' meeting for review [5]. - The "Insider Information Registrant System" was revised and approved, pending submission to the shareholders' meeting [6]. - The board approved amendments to the "Management System for External Information Users," which will be submitted to the shareholders' meeting for review [6]. Group 5: Miscellaneous - The board approved amendments to the "Responsibility Pursuit System for Major Errors in Annual Report Information Disclosure," which will be submitted to the shareholders' meeting for review [6]. - The "Emergency Response System for Crisis Management" was revised and approved, pending submission to the shareholders' meeting [7]. - The board approved amendments to the "Behavior Norms and Information Inquiry System for Controlling Shareholders and Actual Controllers," which will be submitted to the shareholders' meeting for review [7]. - The "Management System for Directors and Senior Management Holding and Trading Company Stocks" was revised and approved [7]. - The board approved amendments to the "Information Disclosure Management for Debt Financing Instruments in the Interbank Bond Market," which will be submitted to the shareholders' meeting for review [8].
ST银江: 关于召开2025年第三次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-06-30 16:44
Meeting Information - The company will hold its third extraordinary general meeting of shareholders on July 18, 2025, at 14:30 [1] - The meeting will include both on-site and online voting options for shareholders [2] Voting Procedures - Shareholders can choose to attend the meeting in person or authorize others to attend on their behalf [2] - Online voting will be available through the Shenzhen Stock Exchange trading system and internet voting system on the same day [2][5] - Shareholders must register for the meeting with appropriate documentation [4][5] Agenda Items - The meeting will discuss several proposals, with specific voting requirements for special and ordinary resolutions [4] - Special resolutions require approval from over two-thirds of the voting rights present, while ordinary resolutions require over half [4] Registration and Participation - Shareholders must hold shares as of the registration date of July 11, 2025, to participate [2] - Detailed registration procedures and required documents for attending the meeting are outlined [5][4] Voting Process Details - The voting process includes specific instructions for both non-cumulative and cumulative voting proposals [6][9] - Shareholders must adhere to the voting limits based on their shareholdings [7][12]
ST银江(300020) - 第六届董事会第二十一次会议决议公告
2025-06-30 14:30
证券代码:300020 证券简称:ST 银江 公告编号:2025-058 根据《公司法》《上市公司章程指引》等规定以及《公司章程》修订本制度。 具体可见同日公告的《股东会议事规则》。 银江技术股份有限公司 第六届董事会第二十一次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整,没有虚假记载、 误导性陈述或重大遗漏。 银江技术股份有限公司(以下简称"公司")第六届董事会第二十一次会议 于 2025 年 6 月 30 日在公司会议室以现场与通讯相结合的表决方式召开,会议通 知于 2025 年 6 月 23 日以直接送达或电话方式送达。会议应参与表决董事 9 名, 实际参与表决董事 9 名。本次会议的召开和表决程序符合《中华人民共和国公司 法》和《公司章程》等有关规定。 会议由董事长王腾先生主持,经与会董事讨论,通过如下决议: 一、审议通过《关于修订〈公司章程〉的议案》 根据《上市公司章程指引》《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》等有关文件的规定,公司拟结合实际情况对《公 司章程》部分条款进行修订。公司董事会提请股东会授权公司经营管理层或其授 权人士具体办 ...
ST银江(300020) - 银行间债券市场债务融资工具信息披露管理制度(2025年6月)
2025-06-30 14:17
银行间债券市场债务融资工具信息披露管理制度 (2025年6月修订) 第一章 总则 第一条 为规范银江技术股份有限公司(以下简称"公司"或"本公司")在 银行间债券市场发行债务融资工具的信息披露行为,保护投资者合法权益,根据 《中华人民共和国公司法》《中华人民共和国证券法》、中国人民银行《银行间债 券市场非金融企业债务融资工具管理办法》、中国银行间市场交易商协会(以下简 称"交易商协会")《银行间债券市场非金融企业债务融资工具信息披露规则》及 相关法律、行政法规、部门规章和规范性文件(以下合称"债务融资工具相关规 定"),结合本公司的实际情况,制定本制度。 银江技术股份有限公司 第二条 本制度所称"信息披露",是指按照《银行间债券市场非金融企业债 务融资工具管理办法》、《银行间债券市场非金融企业债务融资工具信息披露规 则》、中国人民银行和交易商协会对在银行间债券市场发行债务融资工具的非金融 企业信息披露规定的事项,在规定的时间、方式、要求,将上述事项发布于交易商 协会认可的网站。本制度所称"投资者",是指购买公司在银行间债券市场发行的 债务融资工具(以下简称"债务融资工具")的法人投资者、非法人机构投资者或 自 ...
ST银江(300020) - 年报信息披露重大差错责任追究制度(2025年6月)
2025-06-30 14:17
银江技术股份有限公司 年报信息披露重大差错责任追究制度 (2025年6月修订) 第一章 总 则 第一条 为了提高银江技术股份有限公司(下称"公司")的规范运作水 平,增强信息披露的真实性、准确性、完整性和及时性,提高年报信息披露的 质量和透明度,根据《上市公司信息披露管理办法》(以下简称《信息披露管 理办法》)、《深圳证券交易所创业板股票上市规则》(以下简称《创业板上 市规则》)、《公开发行证券的公司信息披露内容与格式准则第2号——年度报 告的内容与格式》等相关法律法规及《银江技术股份有限公司章程》(以下简 称《公司章程》)、《银江技术股份有限公司信息披露管理制度》(以下简称 《信息披露管理制度》)的有关规定,结合公司实际情况,制定本制度。 第二条 本制度是指年报信息披露工作中有关人员不履行或者不正确履行 职责、义务或其他个人原因,对公司造成重大经济损失或造成不良社会影响时 的追究与处理制度。 第三条 本制度适用于公司董事、高级管理人员、各分公司、子公司负责 人、控股股东及实际控制人以及与年报信息披露工作有关的其他人员。 第四条 公司实行责任追究制度,遵循以下原则:实事求是、客观公正、 有错必究;过错与责任相 ...