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宜通世纪: 董事会决议公告
Zheng Quan Zhi Xing· 2025-08-15 16:14
Group 1 - The company held its 13th meeting of the 5th Board of Directors on August 14, 2025, with all 9 directors participating and voting [1][2] - The board decided to abolish the supervisory board, transferring its powers to the audit committee of the board, and proposed amendments to the company's articles of association [2][5] - The board approved the election of a new 6th Board of Directors, consisting of 5 members, which will be submitted for approval at the upcoming extraordinary general meeting [3][5] Group 2 - The board agreed to renew the appointment of Guangdong Sinong Accounting Firm as the company's auditor for the 2025 fiscal year, with the audit fees to be determined based on the workload and fair pricing principles [5][6] - The company plans to utilize idle funds for cash management, with a total amount not exceeding RMB 500 million, investing in low-risk products such as bonds and bank wealth management [5][6] - The first extraordinary general meeting of 2025 is scheduled for September 1, 2025, to review the proposals approved by the board [6]
宜通世纪: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-15 16:14
Meeting Information - The company will hold its first extraordinary general meeting of shareholders for 2025 on September 1, 2025, combining on-site and online voting methods [1][2] - The meeting will take place at 14:30 on September 1, 2025, with online voting available during specific trading hours [1][2] - The record date for shareholders to participate in the meeting is August 25, 2025 [2] Voting Procedures - Shareholders can vote either in person or through authorized representatives for on-site voting, or via the Shenzhen Stock Exchange trading system and internet voting system for online voting [2][3] - Each shareholder can only choose one voting method, and duplicate votes will be counted based on the first submission [2][3] - The meeting will include cumulative voting for certain proposals, allowing shareholders to allocate their votes among candidates [5][8] Agenda Items - The meeting will review several proposals, including the election of the sixth board of directors, with specific requirements for independent and non-independent directors [4][5] - Proposal 1 requires a special resolution, needing more than two-thirds of the voting rights held by attending shareholders to pass [4] - The company will separately count and disclose voting results from small and medium investors [5] Registration and Attendance - Legal representatives of corporate shareholders must provide specific documentation to register for the meeting, while individual shareholders need to present their identification and shareholding proof [3][6] - Shareholders unable to attend in person can authorize representatives or participate in online voting [2][3] Additional Information - The company has provided detailed instructions for participating in online voting, including necessary identity verification processes [6][7] - Relevant documents and forms for registration and voting are available for shareholders [10][11]
宜通世纪: 董事、高级管理人员离职管理制度(2025年08月)0804
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The document outlines the management system for the resignation of directors and senior management at Yitong Century Technology Co., Ltd, aiming to ensure stable corporate governance and protect shareholder rights [1][2][3] Chapter Summaries Chapter 1: General Provisions - The system is established to regulate the resignation of directors and senior management, ensuring compliance with relevant laws and the company's articles of association [1] Chapter 2: Resignation Circumstances and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, which will be disclosed within two trading days [2] - Resignation becomes effective upon the delivery of the resignation report, except in cases where it affects the minimum number of board members [2] - The company can dismiss directors through a shareholder resolution, effective immediately upon the resolution [2] Chapter 3: Handover Procedures and Unresolved Matters - Resigning directors and senior management must hand over all relevant documents and assets within three working days after resignation [3] - The audit committee may decide to initiate a departure audit for significant matters involving the resigning personnel [3] Chapter 4: Obligations of Resigning Directors and Senior Management - The loyalty obligations of directors and senior management remain valid for three years post-resignation, and confidentiality obligations continue until the information becomes public [4] - There are restrictions on the transfer of shares by directors and senior management during and after their tenure [4] Chapter 5: Accountability Mechanism - The board will review any breaches of commitments or obligations by resigning personnel and may pursue compensation for losses incurred [6] - Resigning personnel can appeal the board's decisions regarding accountability within 15 days [6] Chapter 6: Supplementary Provisions - Terminology used in the document aligns with that in the company's articles of association [7] - The board holds the authority to interpret the system, which takes effect upon approval [7]
宜通世纪: 内幕知情人登记管理制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Viewpoint - The document outlines the insider information management system of Yitong Century Technology Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations to protect investors' rights and ensure fair information disclosure. Group 1: General Principles - The company establishes this system to regulate insider information management and enhance confidentiality efforts, ensuring compliance with laws such as the Company Law and Securities Law of the People's Republic of China [1]. - The Board of Directors is responsible for managing insider information, ensuring accurate and complete registration of insider information personnel, with the Chairman as the primary responsible person [1][2]. Group 2: Insider Information Definition - Insider information refers to non-public information that significantly impacts the company's operations, finances, or market price of its securities [2][3]. - Major events that constitute insider information include significant changes in business policies, major asset transactions exceeding 30% of total assets, and significant losses or debts [2][3]. Group 3: Insider Information Personnel - Insider information personnel include company directors, senior management, and individuals from subsidiaries or affiliated companies who can access insider information due to their roles [4]. - The company must maintain a record of all individuals who have access to insider information, including their relationship to the company and the specifics of the information accessed [5][6]. Group 4: Registration and Documentation - The company implements a registration system for insider information personnel, requiring timely documentation of all individuals who are privy to insider information before it is publicly disclosed [9][10]. - Documentation must include detailed personal information and the context in which the insider information was accessed, ensuring accuracy and completeness [5][6]. Group 5: Confidentiality Obligations - Insider information personnel are obligated to maintain confidentiality and are prohibited from disclosing or trading based on insider information before it is publicly disclosed [13][15]. - The company may utilize confidentiality agreements to reinforce these obligations and outline the consequences of violations [13][15]. Group 6: Compliance and Reporting - The company must conduct self-inspections regarding insider trading activities by personnel and report any violations to regulatory authorities within specified timeframes [13][15]. - In cases of significant events, the company is required to submit relevant documentation to the Shenzhen Stock Exchange within five trading days after the initial disclosure [6][7].
宜通世纪: 董事会薪酬与考核委员会工作制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The article outlines the establishment and operational framework of the Compensation and Assessment Committee of Yitong Century Technology Co., Ltd, aimed at creating a scientific and effective performance evaluation and compensation management system for directors and senior management [1][5][12]. Group 1: General Provisions - The Compensation and Assessment Committee is a specialized working body established by the board of directors, responsible for formulating assessment standards and compensation policies for directors and senior management [1][5]. - The committee is bound by the established working system and is accountable to the board of directors [1][3]. Group 2: Composition of the Committee - The committee consists of three directors, with independent directors making up more than half of the members [3][4]. - The chairperson of the committee is an independent director, elected by the committee members [3][4]. Group 3: Responsibilities and Authority - The committee is tasked with developing assessment standards, reviewing compensation policies, and making recommendations on various matters, including compensation for directors and senior management [5][8]. - Recommendations made by the committee regarding compensation must be approved by the board and submitted for shareholder review [5][9]. Group 4: Meeting Procedures - Meetings are convened by the chairperson, with a requirement for a majority of members to be present for decisions to be valid [6][11]. - Voting is conducted on a one-person-one-vote basis, and decisions require a majority agreement from all committee members [11][15]. Group 5: Evaluation Procedures - The committee can investigate the performance of directors and senior management, requiring cooperation from relevant departments [13][24]. - The evaluation process includes presentations from directors and senior management, followed by performance assessments and recommendations for compensation [13][26]. Group 6: Miscellaneous Provisions - The working system is effective from the date of approval by the board of directors and is subject to relevant laws and regulations [14][28]. - The board of directors holds the rights to interpret and amend the working system [14][30].
宜通世纪: 投资者关系管理制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The company aims to enhance its governance structure and investor relations management in compliance with relevant laws and regulations [1][2] - The investor relations management is focused on facilitating communication between the company and its investors, ensuring transparency and fairness [1][2] - The company emphasizes the importance of compliance, equality, proactivity, and integrity in its investor relations activities [2][3] Group 1: Objectives and Principles - The primary objective of the investor relations management is to provide an accurate and comprehensive reflection of the company's actual situation [2] - The basic principles include compliance with laws, equal treatment of all investors, proactive engagement, and maintaining honesty and integrity [2][3] Group 2: Organizational Structure and Responsibilities - The board of directors is responsible for overseeing the investor relations management, with the board secretary acting as the direct responsible person [3][4] - The securities affairs department is tasked with executing investor relations activities under the guidance of the board secretary [4][5] Group 3: Investor Relations Activities - The company will conduct various investor relations activities, including communication with investors, handling inquiries and complaints, and maintaining relevant channels [5][6] - Regular reports and meetings, such as annual and semi-annual reports, will be organized to keep investors informed [5][10] Group 4: Communication Channels - The company will utilize multiple channels for investor communication, including its official website, new media platforms, and direct interactions [7][8] - Investor meetings will be scheduled to discuss company performance, strategies, and address investor concerns [9][10] Group 5: Handling Investor Concerns - The company is committed to addressing investor inquiries and complaints promptly and effectively [11][12] - In case of disputes, the company will cooperate with mediation organizations and ensure timely responses to investor requests [11][12] Group 6: Crisis Management - The company has established protocols for managing crises related to negative media coverage, lawsuits, or regulatory penalties [40][41] - Timely communication and transparency are emphasized during such events to mitigate negative impacts on investor relations [40][41]
宜通世纪: 内部控制管理制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The internal control management system of Yitong Century Technology Co., Ltd. aims to enhance internal controls in accordance with relevant laws and regulations, ensuring compliance and risk management [1][2][3] Group 1: General Principles of Internal Control - Internal control is defined as a mechanism and process to prevent operational deviations from strategic goals, involving all levels of the organization [1][2] - The objectives of internal control include ensuring legal compliance, asset security, accurate financial reporting, and operational efficiency [1][2] - Key principles for establishing internal control include comprehensiveness, significance, checks and balances, adaptability, and cost-effectiveness [2][3] Group 2: Framework and Execution of Internal Control - The company must continuously improve its governance structure and establish effective incentive mechanisms to foster a culture of risk prevention [3][4] - Responsibilities and authority must be clearly defined across departments to ensure checks and balances [4][5] - The internal control system encompasses all operational activities, including sales, procurement, production, research and development, asset management, and financial reporting [4][5][6] Group 3: Risk Assessment and Control Activities - The company is required to establish a risk assessment system to identify and analyze risks related to internal control objectives [5][6] - Control activities must be implemented based on risk assessments to keep risks within acceptable limits [5][6] Group 4: Internal Supervision and Evaluation - The company must conduct regular evaluations of the internal control system's effectiveness and make timely improvements [6][7] - An internal audit function is established to oversee compliance with internal controls and report findings to the audit committee [6][7] Group 5: Management of Subsidiaries and Related Transactions - The company must ensure that subsidiaries adhere to internal control standards and report significant matters to the parent company [7][8] - Internal controls for related transactions must follow principles of honesty, equality, and fairness, ensuring that transactions do not harm the interests of the company or its shareholders [8][9] Group 6: Fundraising and Investment Controls - The company must establish a management system for fundraising that includes clear regulations on the use and supervision of raised funds [10][11] - Internal controls for significant investments must prioritize legality, prudence, and effectiveness, with strict decision-making processes [17][18] Group 7: Information Disclosure and Communication - The company is required to comply with information disclosure regulations, ensuring timely and accurate communication of significant information [18][19] - A designated secretary is responsible for managing external communications and ensuring compliance with disclosure obligations [18][19] Group 8: Internal Control Evaluation and Accountability - The company must regularly evaluate the effectiveness of its internal control system and report findings to the board of directors [20][21] - A mechanism for accountability must be established to address violations of internal control procedures [22][23]
宜通世纪: 董事、高级管理人员所持本公司股份及其变动管理制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
General Principles - The management system for the shares held and traded by directors and senior management of Yitong Century Technology Co., Ltd. is established to strengthen the management of shareholding and trading activities in accordance with relevant laws and regulations [1][2] - This system applies to all shares held by directors and senior management, including those in margin trading accounts [2] Share Trading Declaration - Directors and senior management must notify the board secretary in writing of their trading plans before buying or selling shares, and the board secretary will verify compliance with disclosure and major event regulations [6][7] - Additional restrictions may apply to share transfers due to company actions such as issuing shares or implementing equity incentive plans [3] Transfer Principles and Regulations - During their term and for six months after, directors and senior management can only transfer up to 25% of their total shares held each year, with exceptions for certain circumstances [10][11] - Shares held by directors and senior management that are subject to lock-up periods retain their rights, such as dividend rights and voting rights [14] Prohibited Trading Activities - Directors and senior management are prohibited from engaging in margin trading involving the company's shares [15] - Specific periods are defined during which trading is not allowed, including 15 days before annual and semi-annual reports and 5 days before quarterly reports [18] Disclosure of Shareholding and Trading - The board secretary is responsible for managing the data and information regarding the shareholdings of directors and senior management, ensuring timely reporting and disclosure of trading activities [22][23] - Any changes in shareholdings due to divorce must comply with the established regulations [10] Penalties for Violations - Any profits gained from violations of this system must be returned to the company, and severe cases may lead to further legal actions against the responsible individuals [27] Miscellaneous - This system will be effective upon approval by the board and will be subject to changes in relevant laws and regulations [30][29]
宜通世纪: 董事会提名委员会工作制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
宜通世纪科技股份有限公司 董事会提名委员会工作制度 宜通世纪科技股份有限公司 董事会提名委员会工作制度 第一章 总则 第一条 为规范公司董事和高级管理人员的提名,优化董事会组成,完善公司治理 结构,根据《中华人民共和国公司法》 (以下简称"《公司法》")、《宜通世纪科技股份有 限公司章程》(以下简称"公司章程")及其他有关规定,公司特设立董事会提名委员会, 并制定本工作制度。 第二条 董事会提名委员会是董事会按照股东会决议设立的专门工作机构,主要负 责拟定董事、高级管理人员的选择标准和程序,对董事、高级管理人员人选及其任职资 格进行遴选、审核。 高级管理人员,是指公司的总经理、副总经理、财务总监、董事会秘书和公司章程 规定的其他人员。 第二章 人员组成 第三条 提名委员会成员由三名董事组成,其中独立董事应当过半数。 第四条 提名委员会委员由董事长、二分之一以上独立董事或者全体董事的三分之 一以上提名,并由董事会过半数选举产生。 第五条 提名委员会设主任委员(召集人)一名,由独立董事委员担任,负责主持 提名委员会工作,主任委员在委员范围内由董事会选举产生。 提名委员会召集人负责召集和主持提名委员会会议,当提名委 ...
宜通世纪: 董事会战略委员会工作制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The establishment of the Strategic Committee aims to enhance investment decision-making processes and improve governance structures within the company [1][2] - The Strategic Committee is responsible for researching and proposing suggestions on the company's long-term development strategies and major investment decisions [1][3] Group 1: General Provisions - The Strategic Committee is a specialized working body established by the Board of Directors to address the company's strategic development needs [1] - The committee consists of three directors, with members nominated by the Chairman or independent directors and elected by the Board [2] Group 2: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions on long-term strategic planning, major investment financing plans, and significant capital operations [3] - The committee is accountable to the Board of Directors, and its proposals must be submitted for Board review [3] Group 3: Meeting Rules - Meetings can be proposed by committee members and must be notified three days in advance, except in emergencies [4] - A quorum requires the presence of more than half of the committee members, and decisions are made by majority vote [4][5] Group 4: Voting and Decision-Making - Voting can be conducted in person or by proxy, with specific rules governing the delegation of voting rights [5][6] - The results of votes must be recorded and reported to the Board of Directors [6][7] Group 5: Confidentiality and Compliance - All committee members and attendees are bound by confidentiality regarding the matters discussed in meetings [7] - The working rules will be implemented upon approval by the Board and will be revised as necessary to comply with national laws and regulations [7]