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宜通世纪: 媒体来访和投资者调研接待工作管理制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The article outlines the management system for media visits and investor research reception at Etonetech Co., Ltd, aiming to enhance communication with the capital market and improve investor relations management [1][3][4] - The system emphasizes transparency, fairness, and compliance in information disclosure during interactions with investors and media [3][4][5] Group 1: Purpose and Principles - The purpose of the system is to standardize the company's external reception activities, increasing transparency and fairness in information disclosure [3][4] - The company adheres to principles of fairness, honesty, confidentiality, compliance, efficiency, and interactive communication during reception activities [4][5][6] Group 2: Responsibilities and Personnel Requirements - The chairman of the board is the primary responsible person for reception work, with the board secretary as the direct responsible person [4][5] - Personnel involved in reception must possess comprehensive knowledge of the company's operations, financial status, and relevant securities and legal knowledge [5][6] Group 3: Reception Activities - The company will generally refrain from conducting on-site receptions within thirty days prior to regular report disclosures or major announcements [6][7] - Investor meetings, analyst meetings, and roadshows will be held to communicate the company's publicly disclosed information, with a focus on avoiding the disclosure of undisclosed major information [6][7][8] Group 4: Communication and Reporting - Specific individuals or institutions visiting the company must schedule appointments and sign a commitment letter to ensure confidentiality [7][8] - The company will review and verify any investment analysis reports or news articles produced by visitors before they are published [8][9]
宜通世纪: 董事会秘书工作细则(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
第一条 按照建立现代企业制度的要求,为进一步完善宜通世纪科技股份有限公司 (以下简称"公司")法人治理结构,明确董事会秘书职责和权限,保证董事会秘书依法 行使职权、履行职责,根据《中华人民共和国公司法》(以下简称"《公司法》")、《中华 人民共和国证券法》(以下简称"《证券法》") 第二章 董事会秘书任职资格和任免 宜通世纪科技股份有限公司 董事会秘书工作细则 宜通世纪科技股份有限公司 《深圳证券交易所创业板股票上市规则》《深 董事会秘书工作细则 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》等有关法律 法规、证券交易所业务规则以及《宜通世纪科技股份有限公司章程》(以下简称"公司章 程"),特制定本细则。 第一章 总则 (一) 有《公司法》第一百七十八条规定情形之一的; 第二条 董事会设董事会秘书。董事会秘书为公司的高级管理人员,对公司和董事 会负责。董事会秘书应当由公司董事、总经理、副总经理或财务负责人担任。 第三条 董事会秘书由董事长提名,经董事会聘任或解聘。 (二) 被中国证监会采取不得担任上市公司董事高级管理人员的市场禁入措施,期 限尚未届满; (三) 被证券交易场所公开认定为 ...
宜通世纪: 信息披露管理制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The document outlines the information disclosure management system of Yitong Century Technology Co., Ltd, aiming to standardize disclosure practices, enhance management levels, and protect investors' rights [1][2][3] Group 1: General Principles - The system is established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - Information is defined as any data that could significantly impact stock trading prices or investment decisions [1][2] - Disclosure must be timely, fair, truthful, accurate, and complete, without any false records or misleading statements [2][3] Group 2: Responsibilities and Training - The board of directors, board secretary, and senior management are responsible for ensuring accurate information disclosure [2][3] - The board secretary leads the securities affairs department, which is the permanent body responsible for disclosure matters [2][3] - Regular training on disclosure obligations is organized by the board secretary for relevant personnel [2][3] Group 3: Disclosure Scope and Content - The company must disclose periodic reports, temporary reports, and other significant documents such as prospectuses and bond issuance announcements [14][15] - Annual reports must include financial statements audited by a qualified accounting firm and be disclosed within four months after the fiscal year-end [15][16] - The company must disclose any significant risks that could adversely affect its core competitiveness and future development [18][19] Group 4: Reporting Procedures - The procedures for disclosing temporary reports involve drafting by the securities affairs department and review by the board secretary [33] - For periodic reports, senior management must prepare drafts for board review, and the audit committee must approve financial information before submission [34][35] Group 5: Confidentiality and Exceptions - The company must establish effective internal controls to prevent the leakage of financial information [49][50] - Disclosure can be postponed or exempted if it involves state secrets or commercial secrets that could lead to unfair competition [56][57] Group 6: Accountability - Directors and senior management are responsible for the authenticity and completeness of disclosed information [69][70] - Violations of disclosure regulations can lead to administrative, civil, or criminal liabilities [71][72]
宜通世纪: 独立董事专门会议制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The document outlines the special meeting system for independent directors of Yitong Century Technology Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [1][2] - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] Chapter 1: General Principles - The system is established to improve the corporate governance structure of the company and ensure the effective role of independent directors [1] - The company is required to provide support for the convening of independent directors' special meetings [1] Chapter 2: Responsibilities and Authority - Certain matters must be discussed in the independent directors' special meetings and require majority approval before being submitted to the board [2] - Independent directors have special powers, including hiring external consultants for audits or consultations and proposing the convening of temporary shareholder meetings [2] Chapter 3: Meeting Rules - Independent directors' special meetings can be held regularly or irregularly, and a majority can propose a temporary meeting [3] - Meetings can be conducted in various formats, including in-person, video, or telephonic, ensuring all directors can communicate effectively [3][4] Chapter 4: Notifications and Records - Notifications for meetings must include essential details such as time, location, and agenda [4][5] - Meeting records must document the opinions of independent directors, including reasons for dissent or abstention [5] Chapter 5: Supplementary Provisions - The system will be interpreted and revised by the company's board of directors, and it will take effect upon board approval [6][7]
宜通世纪: 内部审计制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
General Principles - The internal audit system of Yitong Century Technology Co., Ltd. aims to standardize internal audit work, enhance internal control, improve risk management, and promote corporate governance to protect the rights of the company and its shareholders [1][2] - Internal audit is defined as an independent and objective evaluation of the company's financial activities, internal controls, and risk management to facilitate governance and achieve corporate goals [1][3] Internal Control - Internal control is a process implemented by the board of directors, management, and all employees to ensure legal compliance, asset security, and the authenticity of financial reporting [2] Audit Institution and Personnel - The Audit Department is designated as the internal audit institution, reporting to the board's audit committee and maintaining independence from the finance department [2][3] - The company must have at least three dedicated internal auditors, with the possibility of hiring external experts as needed [2][3] Responsibilities and Authority of the Audit Department - The audit committee guides and supervises the internal audit work, reviews annual audit plans, and coordinates with external audit entities [3][4] - The Audit Department is responsible for evaluating the effectiveness of internal controls, auditing financial data, and reporting significant issues to the audit committee [4][5] Audit Procedures - The audit work primarily involves on-site audits, with the possibility of remote audits, and the department must establish a work paper system to document audit evidence [6][7] - Audit reports must be drafted, reviewed, and finalized with input from the audited parties, and any disputes must be addressed promptly [7][8] Audit Archive Management - The Audit Department must organize and archive audit documents for at least ten years, ensuring confidentiality and compliance with board regulations [8][9] Internal Control Evaluation - The internal audit institution is responsible for conducting internal control evaluations, which must be reported to the board and disclosed on designated websites [9] Rewards and Penalties - The company will reward auditors who perform their duties effectively and identify significant economic losses, while also penalizing those who violate laws or company regulations [9][10]
宜通世纪: 委托理财管理制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Viewpoint - The company establishes a management system for entrusted financial management to enhance fund operation efficiency, ensure asset safety, and maximize investment returns while safeguarding the interests of the company and its shareholders [1][2]. Group 1: General Principles - The entrusted financial management aims to improve the efficiency of idle funds and increase cash asset returns while controlling investment risks [2][3]. - The company must adhere to principles of standardized operations, risk prevention, cautious investment, and value preservation and appreciation [2][3]. Group 2: Fund Usage and Restrictions - Funds used for entrusted financial management must be the company's idle funds or idle raised funds, and cannot affect normal operations or project funding [2][3]. - Temporary idle raised funds can only be invested in high-security products with a maximum investment period of 12 months [2][3]. Group 3: Approval and Implementation - The company must follow strict approval processes for entrusted financial management, with different thresholds for self-owned idle funds and idle raised funds [3][4]. - The financial department is responsible for investment application, including fund sources, investment scale, expected returns, and risk assessments [4][5]. Group 4: Information Disclosure - The company’s securities department must analyze and disclose entrusted financial management investment information according to relevant laws and regulations [5][8]. - Regular reports must include updates on the progress and execution of entrusted financial management [8]. Group 5: Risk Control - The audit department supervises entrusted financial management, ensuring that all transactions are conducted in the company's name and prohibiting personal account usage [6][7]. - The company can only select liquid and high-security financial products for entrusted management, especially when using idle raised funds [6][7]. Group 6: Accountability and Compliance - Violations of laws, regulations, or internal policies that result in losses or lower-than-expected returns will lead to accountability for responsible personnel [8]. - The management system applies to the company and its wholly-owned or controlled subsidiaries, ensuring compliance with relevant regulations [8][9].
宜通世纪: 董事会审计委员会工作制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The establishment of the Audit Committee aims to enhance internal control and ensure effective supervision of the management by the board of directors [1][2] - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [1][4] Group 1: General Provisions - The Audit Committee is a specialized working body established by the board of directors based on shareholder resolutions [1] - The committee consists of three directors, with a majority being independent directors, including at least one accounting professional [2] Group 2: Composition and Responsibilities - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [2] - The committee is tasked with supervising and evaluating internal and external audit work, ensuring the establishment of effective internal controls, and providing accurate financial reports [2][3] Group 3: Duties and Authority - The Audit Committee has the authority to review financial reports, supervise the hiring or dismissal of external auditors, and assess internal control evaluations [4][5] - The committee must approve significant financial disclosures and any changes in accounting policies before submission to the board [4][5] Group 4: Internal Audit Oversight - The Audit Committee guides and supervises the internal audit department, which is responsible for evaluating the effectiveness of internal controls [6][11] - The committee must review internal audit reports and ensure that any identified issues are addressed promptly [6][11] Group 5: Meeting Procedures - The Audit Committee is required to meet at least quarterly, with additional meetings called as necessary [24] - Decisions made by the committee require a majority vote from its members, and meeting records must be maintained [24][36] Group 6: Reporting and Disclosure - The company must disclose the Audit Committee's annual performance in its annual report, including meeting attendance and responsibilities fulfilled [33] - Any significant deficiencies or risks identified by the committee must be reported to the Shenzhen Stock Exchange [7][8]
宜通世纪: 子公司管理制度(2025年08月)
Zheng Quan Zhi Xing· 2025-08-15 16:14
Core Points - The document outlines the management system for subsidiaries of Yitong Century Technology Co., Ltd, aiming to enhance internal operations and protect the interests of the company and its investors [1][2] - The system applies to subsidiaries where the company holds more than 50% of the shares or can control the board of directors [1][2] - The management principles focus on establishing effective control mechanisms, risk management, and improving operational efficiency [1][2] Group 1: Basic Principles of Subsidiary Management - Subsidiaries must adhere to the management system and establish control mechanisms for their subordinate enterprises [2] - Company-appointed directors and senior management in subsidiaries are responsible for the effective execution of this system [2][3] - Subsidiaries operate independently under the overall strategic framework set by the company while being supervised by the company's executive office [2][3] Group 2: Responsibilities and Authority of Directors and Senior Management - Directors and senior management of subsidiaries must act in accordance with laws and regulations, ensuring compliance and operational integrity [3][4] - They are responsible for reporting operational conditions and significant matters to the company [4][5] - The board of directors in subsidiaries must verify shareholder contributions and ensure timely compliance [4][5] Group 3: Operational Decision-Making and Risk Management - Subsidiaries must align their operational plans with the company's strategic goals [5][6] - The company sets annual business targets for subsidiaries, which must be executed by the subsidiary management [5][6] - Any significant transactions or investments must be submitted for company board approval [5][6] Group 4: Compliance and Governance - Subsidiaries are required to establish a governance structure and internal management systems in compliance with laws and regulations [6][7] - They must hold regular meetings and provide accurate information regarding their operational performance [6][7] - Transactions must be carefully assessed for potential conflicts of interest and reported accordingly [7][8] Group 5: Financial Management - Subsidiaries' financial departments are under the guidance and supervision of the company's financial department [9][10] - They must adhere to national financial management policies and submit financial reports for auditing [9][10] - Strict controls on transactions with related parties are mandated to prevent non-operational resource occupation [10][11] Group 6: Investment Management - Subsidiaries can invest in projects based on market conditions and must conduct thorough feasibility studies [11][12] - They are required to report on the progress of approved investment projects quarterly [11][12] - Any financial investments must be approved by the subsidiary's shareholders and the company [12][13] Group 7: Information Disclosure and Reporting - Subsidiaries must comply with the company's information disclosure policies and report significant business and financial matters promptly [13][14] - The legal representative of the subsidiary is responsible for information management [13][14] - Major operational losses or legal issues must be reported within one day [14][15] Group 8: Audit and Supervision - The company conducts regular internal audits of subsidiaries, which must cooperate fully with the audit process [15][16] - Audit findings must be implemented by the subsidiaries without delay [15][16] - The compliance and risk control department is responsible for overseeing the audit activities [15][16]
宜通世纪: 2025年半年度报告
Zheng Quan Zhi Xing· 2025-08-15 16:03
Core Viewpoint - The report highlights the financial performance and operational status of Eastone Century Technology Co., Ltd. for the first half of 2025, indicating a decline in net profit and revenue, while emphasizing the company's strategic focus on communication network technology services and digital transformation opportunities in the context of the growing digital economy [1][3][5]. Financial Performance - The company's operating revenue for the first half of 2025 was approximately 1.22 billion yuan, a decrease of 0.54% compared to the same period last year [3]. - The net profit attributable to shareholders was a loss of approximately 1.77 million yuan, representing a decline of 104.92% year-on-year [3]. - The basic earnings per share were -0.0020 yuan, down 104.91% from the previous year [3]. - The total assets at the end of the reporting period were approximately 3.10 billion yuan, a slight decrease of 0.11% from the end of the previous year [3]. Business Overview - The company operates in communication network technology services, system solutions, communication equipment production and sales, and IoT platform operations [3][5]. - The communication network technology services include engineering, maintenance, and optimization services, primarily for telecom operators [3][5]. - The system solutions leverage ICT technologies to provide integrated digital solutions for telecom operators and other enterprises [3][5]. Industry Context - The telecommunications industry is experiencing stable growth, with telecom business revenue reaching 905.5 billion yuan in the first half of 2025, a year-on-year increase of 1% [3][5]. - The number of fixed broadband users reached 684 million, with mobile IoT terminal users at 2.83 billion, indicating a robust demand for communication services [3][5]. - The growth of 5G and IoT applications is driving the demand for network maintenance and optimization services, which are considered essential in the industry [5][6]. Strategic Initiatives - The company is focusing on enhancing its capabilities in 5G network services, edge computing, and AI applications to meet the evolving needs of the digital economy [7][12]. - Collaborations with major telecom equipment manufacturers like Huawei and Ericsson are aimed at expanding service capabilities and market reach [8][9]. - The company is actively pursuing opportunities in emerging sectors such as smart agriculture, smart manufacturing, and low-altitude economy, leveraging its expertise in IoT and AI technologies [12][14].
宜通世纪: 2025年半年度报告摘要
Zheng Quan Zhi Xing· 2025-08-15 16:03
Core Viewpoint - Etonetech's 2025 semi-annual report indicates a decline in revenue and significant losses compared to the same period last year, highlighting financial challenges faced by the company [2][3]. Financial Performance - Operating revenue for the reporting period was ¥1,219,998,025.04, a decrease of 0.54% from ¥1,226,586,743.08 in the same period last year [3]. - Net profit attributable to shareholders was -¥1,765,648.10, representing a decline of 104.92% from a profit of ¥35,869,364.41 in the previous year [3]. - The net profit after deducting non-recurring gains and losses was -¥7,902,063.77, a decrease of 347.72% compared to ¥3,189,904.44 in the same period last year [3]. - The net cash flow from operating activities was -¥128,207,919.76, an improvement of 61.16% from -¥330,083,674.91 in the previous year [3]. - Basic earnings per share were -¥0.0020, down 104.91% from ¥0.0407 in the same period last year [3]. - Diluted earnings per share were also -¥0.0020, reflecting the same decline [3]. - The weighted average return on equity was -0.09%, a decrease of 1.98% from 1.89% in the previous year [3]. Shareholder Information - The top three shareholders are: - Tong Wenwei: 5.91% holding (52,108,160 shares) [5]. - Shi Yazhou: 5.21% holding (45,954,080 shares) [5]. - Zhong Feipeng: 4.86% holding (42,880,416 shares) [5]. - The company has not distributed cash dividends or bonus shares during the reporting period [4].