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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
宜通世纪科技股份有限公司 内部控制管理制度 宜通世纪科技股份有限公司 内部控制管理制度 第一章 总则 第一条 为了进一步完善宜通世纪科技股份有限公司(以下简称"公司")内 部控制,依据《企业内部控制基本规范》及其配套指引、 《证券法》 《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》 《宜通世纪科 技股份有限公司章程》(以下简称"公司章程")等要求,结合公司实际情况,制 定本制度。 (三)制衡性原则:内部控制应当在治理结构、机构设置及权责分配、 业务流程等方面形成相互制约、相互监督,同时兼顾运营效率。 第二条 本制度所称内部控制,是指公司各层级的机构和人员,依据各自的 职责,采取适当措施,合理防范和有效控制经营管理中的各种风险,防止公司经 营偏离发展战略和经营目标的机制和过程。 第三条 内部控制的目标是合理保证企业经营管理合法合规、资产安全、财 务报告及相关信息真实完整,提高经营效率和效果,促进企业实现发展战略。内 部控制是由企业董事会、经理层和全体员工实施的、旨在实现控制目标的过程。 第四条 公司建立与实施内部控制,应当遵循下列原则: (一)全面性原则:内部控制应当贯穿于决策、执 ...
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]
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]