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ST银江(300020) - 关于召开2025年第四次临时股东会的通知
2025-08-11 10:45
2、股东会召集人:银江技术股份有限公司董事会。 3、会议召开的合法、合规性:经公司第六届董事会第二十二次会议审议通 过,决定召开 2025 年第四次临时股东会,召集程序符合有关法律、行政法规、 部门规章、规范性文件和公司章程的规定。 证券代码:300020 证券简称:ST 银江 公告编号:2025-064 银江技术股份有限公司 关于召开 2025 年第四次临时股东会的通知 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。 根据《公司法》和《公司章程》的有关规定,经银江技术股份有限公司(以 下简称"公司"或"银江技术")第六届董事会第二十二次会议审议通过,决定 于 2025 年 8 月 27 日(星期三)下午 14:30 召开 2025 年第四次临时股东会,现 将会议有关事项通知如下: 一、召开会议的基本情况 1、股东会届次:银江技术股份有限公司 2025 年第四次临时股东会。 4、会议召开的时间、日期: 现场会议召开日期和时间:2025 年 8 月 27 日(星期三)下午 14:30。 网络投票日期和时间:2025 年 8 月 27 日。其中,通过深圳证券交易所 ...
ST银江(300020) - 第六届董事会第二十二次会议决议公告
2025-08-11 10:45
本议案尚需提交公司股东会审议。 根据《公司法》和《公司章程》的相关规定,公司第六届董事会应由九名董 事组成,目前共有董事七名,为保证公司董事会的正常运作,经公司第六届董事 会提名委员会资格审查,公司董事会同意提名彭小勇先生、蔡暘先生为公司第六 届董事会董事候选人,任期自股东会审议通过之日起至第六届董事会任期届满之 日止。 证券代码:300020 证券简称:ST 银江 公告编号:2025-062 银江技术股份有限公司 第六届董事会第二十二次会议决议公告 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"或"银江技术")经全体董事一 致同意,第六届董事会第二十二次会议临时于 2025 年 8 月 8 日在公司会议室以 现场表决的方式召开。会议应参与表决董事 7 名,实际参与表决董事 7 名。本次 会议的召开和表决符合《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、总经理韩振兴先生主持,经与会董事讨论,通过如下决议: 一、审议通过《关于补选公司非独立董事的议案》 表决结果:本议案以 7 票同意、0 票反对、0 票弃 ...
ST银江(300020) - 上海市锦天城律师事务所关于银江技术股份有限公司2025年第三次临时股东大会的法律意见书
2025-07-18 12:56
上海市锦天城律师事务所 关于银江技术股份有限公司 2025 年第三次临时股东大会的 法律意见书 地址:上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 电话:021-20511000 传真:021-20511999 邮编:200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于银江技术股份有限公司 2025 年第三次临时股东大会的 法律意见书 致:银江技术股份有限公司 上海市锦天城律师事务所(以下简称"本所")接受银江技术股份有限公司 (以下简称"公司")委托,就公司召开 2025 年第三次临时股东大会(以下简 称"本次股东大会")的有关事宜,根据《中华人民共和国公司法》(以下简称 "《公司法》")、《上市公司股东会规则》等法律、法规、规章和其他规范性 文件以及《银江技术股份有限公司章程》(以下简称"《公司章程》")的有关 规定,出具本法律意见书。 为出具本法律意见书,本所及本所律师依据《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则(试行)》等规定,严格履行 了法定职责,遵循了勤勉尽责和诚实信用原则,对本次股东大会所涉及的相关事 项进行了必要 ...
ST银江(300020) - 2025年第三次临时股东大会决议公告
2025-07-18 12:56
银江技术股份有限公司 2025 年第三次临时股东大会决议公告 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。 特别提示: 1、本次股东大会召开期间无增加、变更、否决提案的情况; 2、本次股东大会不涉及变更以往股东大会已通过的决议。 证券代码:300020 证券简称:ST 银江 公告编号:2025-060 一、会议召开和出席情况 银江技术股份有限公司(以下简称"公司")董事会于 2025 年 7 月 1 日以 公告形式向公司全体股东发出《银江技术股份有限公司关于召开 2025 年第三次 临时股东大会的通知》。 本次股东大会采取现场投票和网络投票相结合的方式召开。其中通过深圳证 券交易所交易系统进行网络投票的时间为 2025 年 7 月 18 日上午 9:30 至 11:30, 下午 13:00 至 15:00;通过深圳证券交易所互联网投票系统投票的具体时间为 2025 年 7 月 18 日 09:15 至下午 15:00。现场会议于 2025 年 7 月 18 日下午 14:30 在公司会议室召开。 出席现场会议和参加网络投票的股东及股东代表共 445 人,代表 ...
ST银江: 董事会印章使用管理办法(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:49
General Principles - The management measures for the use of the board seal of Yinjian Technology Co., Ltd. aim to maintain the legality, seriousness, and security of the seal's production, custody, and use to effectively protect the company's interests [1] - The board seal is defined as the special seal with legal effect for the board of directors [1] - The board seal is applicable to relevant documents of the board of directors, including but not limited to notifications, resolutions, explanations, and statements [1] - The chairman of the board is the supervisor of the management of the board seal, which is managed and used by the company's secretarial office as authorized by the chairman [1] Seal Production, Activation, and Deactivation - The production of the seal requires the chairman's signature approval, and the secretarial office is responsible for the process [2] - New seals must be properly stamped and samples preserved for future reference [2] - A notification must be issued prior to the activation of the seal, indicating the activation date, issuing unit, scope of use, and seal impression [2] Seal Custody - The seal is to be kept by a designated person in the secretarial office [3] - The seal must be stored in a secure location with confidentiality measures, and outside of working hours, it should be kept in a safe [3] - In the absence of the designated seal custodian, an authorized person must be appointed to manage the seal, with a formal handover process to ensure accountability [3] Seal Usage - The use of the seal requires an approval and registration process, including filling out a "Company Seal Application Form," which must be reviewed by the board secretary and signed by the chairman [4] - During the chairman's absence, the seal custodian must obtain consent via phone from the chairman or authorized person before using the seal [4] - The seal is generally not allowed to be taken out of the company, but if necessary, a "Seal Application Form" must be filled out and approved by the chairman [5] Legal Responsibilities - The seal custodian must safeguard the seal, and any loss must be reported to the chairman immediately [6] - All personnel must strictly follow the procedures outlined in this management measure when using the seal [6] - Violations of these regulations may result in disciplinary actions, economic penalties, or legal consequences depending on the severity of the situation [6] Supplementary Provisions - The board is responsible for interpreting and revising these measures, which take effect upon approval by the board [6] - These measures are effective from the date of approval by the board and will apply similarly during revisions [6]
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].