本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 特别提示： | | | 债券代码：123029 债券简称：英科转债 调整前转股价格：人民币 3.39 元/股 调整后转股价格：人民币 3.26 元/股 转股价格调整生效日期：2025 年 7 月 11 日 | 证券简称：英科医疗 | 公告编号：2025-098 | | --- | --- | | 债券简称：英科转债 | | | 证券代码：300677 债券代码：123029 | | 英科医疗科技股份有限公司 关于部分回购股份注销调整"英科转债"转股价格 的公告 本次调整可转债转股价格不涉及暂停转股事项 一、关于可转换公司债券转股价格调整的相关规定 英科医疗科技股份有限公司（以下简称"公司"）公开发行了 470 万张可转换公司债券（债券简称：英科转债，债券代码：123029）并 于 2019 年 9 月 10 日上市。根据《山东英科医疗用品股份有限公司创 业板公开发行可转换公司债券募集说明书》及中国证券监督管理委员 会关于可转换公司债券发行的有关规定，当公司发生派送股票股利、 转增股本、增发新股（不包括因本次发行的 ...

Core Viewpoint - The company, Yingke Medical (300677), has announced the cancellation of 4.5043 million shares repurchased, which accounts for 0.6969% of the total share capital before the cancellation, amounting to 646 million shares [1] Summary by Relevant Sections - Share Cancellation Details - The total number of shares canceled is 4.5043 million [1] - The total share capital will decrease from 646 million shares to 642 million shares after the cancellation [1] - Impact on Shareholding Structure - Following the cancellation, the shareholding percentage of the controlling shareholder and actual controller, Mr. Liu Fangyi, will increase from 35.85% to 36.10% [1] - Financial and Operational Impact - The share cancellation will not have a substantial impact on the company's financial status or operational results [1] - There will be no change in the controlling shareholder or actual controller, and the company's equity distribution remains compliant with listing requirements [1]

Core Insights - The core viewpoint of the article emphasizes the significant advancements made by the company in its environmental, social, and governance (ESG) practices, particularly through innovation and green initiatives. Group 1: Innovation and R&D Investment - In 2024, the company increased its R&D investment to 398 million yuan, a 40% increase from 284 million yuan in 2023 [1][3] - The number of R&D personnel rose from 972 in 2023 to over 1200, accounting for more than 10% of the total workforce [3] - The company launched 55 new products in the past year, a 197% increase, covering three core areas: medical consumables, health care devices, and medical care [4] Group 2: Environmental Impact and Green Initiatives - The carbon emissions per glove decreased to 20.41 grams, a reduction of 20.70% compared to the previous year [4] - Water consumption per glove was reduced to 0.21 liters, down 11.02% from the previous year [4] - The company is investing in clean energy, with wind power infrastructure expected to be operational by 2025 [6] Group 3: Social Responsibility and Community Engagement - The company donated over 300 wheelchairs to hospitals and communities, contributing to the equitable distribution of medical resources [8][10] - It has committed over 75.82 million yuan to social welfare since implementing its corporate social responsibility initiatives [10] - The company supports employee development with a 100% training coverage rate and an annual investment of 1.4914 million yuan in skills enhancement [8] Group 4: Corporate Governance and Supply Chain Management - The company has optimized its governance structure, with all seven board members possessing extensive industry knowledge [12] - It is building a sustainable supply chain ecosystem through strict supplier evaluation standards and capacity-building initiatives [12][15] - The company aims to reduce carbon emissions per glove by 25% by 2030 and achieve carbon neutrality in its operations by 2025 [15]

Core Points - The document outlines the procedures and regulations for the resignation of directors and senior management at Yingke Medical Technology Co., Ltd, aiming to maintain corporate governance stability and protect the rights of the company and its shareholders [1][2]. Chapter Summaries Chapter 1: General Provisions - The regulations are established based on relevant laws and the company's articles of association to standardize the resignation process of directors and senior management [1]. Chapter 2: Resignation Circumstances and Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company, and the company must disclose this within two trading days [2]. - If a director resigns and it results in the board falling below the legal minimum number of members, the director must continue to fulfill their duties until a new director is appointed [2]. - The company must complete the election of a new director within sixty days after a resignation to ensure compliance with legal and regulatory requirements [2]. - Senior management can also resign before their term ends, with specific procedures outlined in their labor contracts [2]. Chapter 3: Handover Procedures and Obligations - Resigning directors and senior management must complete handover procedures within five working days after their resignation, including transferring company seals and all relevant documents [3]. - If there are outstanding public commitments, the company can require a written fulfillment plan from the resigning personnel [3]. Chapter 4: Management of Shares Held by Resigning Directors and Senior Management - Resigning directors and senior management are prohibited from transferring their shares within six months of resignation [4]. - There are restrictions on the amount of shares that can be sold during their term and after resignation, ensuring compliance with relevant regulations [4]. Chapter 5: Accountability Mechanism - The board will review and determine accountability measures if a resigning director or senior management fails to fulfill commitments or obligations [5]. - Individuals can appeal the board's decisions regarding accountability within fifteen days [5]. Chapter 6: Supplementary Provisions - Any matters not covered by these regulations or conflicting with national laws will be governed by the relevant laws and the company's articles of association [6].

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations [1][2] - The registered capital of the company is RMB 641.700369 million [1] - The company aims to enhance product quality and develop new products using advanced technology and scientific management methods, thereby improving economic benefits for investors [3] Company Structure - The company is a permanent joint-stock limited company with the chairman serving as the legal representative [2] - The company’s assets are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [2][3] - The company has established a party organization to conduct activities in accordance with the Communist Party of China [3] Business Scope - The company’s business scope includes the production and sale of medical devices, sanitary products, and disposable medical supplies, among others [3][4] - The company is also involved in the manufacturing of rubber and plastic products, as well as the sale of various medical and daily-use products [3][4] Share Issuance - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [4][5] - The total number of shares issued by the company is 641.700369 million, all of which are ordinary shares [4][5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company meetings, as well as obligations to comply with laws and regulations [12][40] - The company’s shareholders are prohibited from withdrawing their capital except in legally specified circumstances [40] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting, which are responsible for major decisions such as capital increases, mergers, and amendments to the articles of association [18][20] - Shareholder meetings can be called by the board or by shareholders holding more than 10% of the shares [49][54] Financial Management - The company is restricted from providing financial assistance for the acquisition of its shares, except under specific conditions approved by the board [5][6] - The company can increase its capital through various methods, including issuing new shares or converting bonds into shares [6][7]

Core Viewpoint - The company has established a comprehensive information disclosure system to ensure compliance with legal requirements and protect shareholders' rights, emphasizing the importance of timely, accurate, and complete information dissemination [1][2][3]. Group 1: Information Disclosure Principles - Information disclosure is a continuous responsibility of the company, which must adhere to relevant laws and regulations [2]. - The company must treat all shareholders fairly and disclose information that may significantly impact their decisions in a clear and understandable manner [3][4]. - The company is required to disclose information proactively, especially if it could materially affect shareholders and stakeholders [3][4]. Group 2: Reporting Requirements - The company must disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [5][6]. - If the company anticipates that its annual performance or financial status will significantly change, it must issue a performance forecast within one month after the fiscal year ends [6][7]. - The company must also disclose any major events or transactions that could impact its stock price or investment decisions promptly [8][9]. Group 3: Major Transactions and Related Party Transactions - Major transactions, such as asset purchases or sales, must be disclosed if they meet certain thresholds, including a 10% impact on total assets or significant revenue contributions [10][11]. - Related party transactions must also be disclosed if they exceed specified monetary thresholds, ensuring transparency in dealings with affiliated entities [12][13]. Group 4: Other Significant Events - The company must disclose any significant events that could materially affect its securities or investment decisions, including major losses, legal issues, or changes in management [14][15]. - The company is required to report any changes in its operational status or significant external factors that could impact its business [15][16]. Group 5: Information Disclosure Management - The board of directors is responsible for overseeing the information disclosure process, with the chairman being the ultimate responsible party [17][18]. - The company must maintain a structured approach to information disclosure, ensuring that all relevant personnel are informed and comply with disclosure obligations [19][20]. - The company must implement internal controls to ensure the accuracy and timeliness of financial reporting and disclosures [21][22].

Core Viewpoint - The company has established a comprehensive internal control system to enhance operational efficiency, safeguard assets, ensure compliance with laws and regulations, and protect investors' rights [1][2][3]. Group 1: Internal Control Principles - The internal control system should adhere to principles of comprehensiveness, importance, checks and balances, adaptability, and cost-effectiveness [2][3]. - The board of directors is responsible for establishing and implementing the internal control system, while the management is tasked with daily operations [4]. Group 2: Basic Requirements - Internal control must consider elements such as internal environment, risk assessment, control activities, information and communication, and internal supervision [6][7]. - The company should establish clear responsibilities and authority for each department and ensure compliance with the established control framework [8]. Group 3: Control Activities - The internal control system must cover all business activities related to financial reporting and information disclosure, including sales, procurement, inventory management, and investment management [4][10]. - The company should strengthen management control over subsidiaries and significant transactions, ensuring proper oversight and compliance [10][11]. Group 4: Related Party Transactions - The company must establish a robust internal control system for related party transactions, ensuring transparency and fairness [13][14]. - The board and shareholders must follow established procedures for approving related party transactions, including avoiding conflicts of interest [15][16]. Group 5: External Guarantees - The internal control for external guarantees should follow principles of legality, prudence, mutual benefit, and safety, with strict risk management [19][20]. - The board must conduct thorough investigations into the financial status of guaranteed parties before approving guarantees [21][22]. Group 6: Fundraising and Investment Control - The company must manage fundraising strictly according to legal requirements, ensuring funds are used as promised in the prospectus [27][28]. - Regular audits and reports on the use of raised funds are required to ensure compliance and transparency [29][30]. Group 7: Information Disclosure - The company should establish a management system for information disclosure, ensuring timely and accurate reporting of significant information [42][43]. - A designated board secretary is responsible for overseeing the information disclosure process and ensuring compliance with regulations [44][45]. Group 8: Subsidiary Management - The company must enhance control over subsidiaries, ensuring they establish their own internal control systems in line with the parent company's policies [46][47]. - Regular reporting and analysis of subsidiaries' performance and compliance with internal controls are essential [48]. Group 9: Internal Supervision - Internal supervision includes both daily and special oversight to ensure the effectiveness of internal controls [55][56]. - The company must address any identified internal control deficiencies promptly and report them to the board [57].

General Provisions - The company establishes guidelines to enhance the role of the board secretary and ensure compliance with relevant laws and regulations [1][2] - The board secretary is a senior management position responsible for the company and the board [1][2] - The board secretary must meet qualifications set by the relevant regulations and pass a qualification exam recognized by the Shenzhen Stock Exchange [1][2] Responsibilities - The board secretary is responsible for organizing information disclosure, managing investor relations, and coordinating communication between the company and stakeholders [5][11] - The board secretary must ensure compliance with information disclosure regulations and maintain confidentiality of sensitive information [13][19] - The board secretary is tasked with preparing board and shareholder meetings, maintaining meeting records, and ensuring the quality of documents submitted for review [12][23] Employment and Termination - The company must promptly announce the appointment of the board secretary, including personal details and qualifications [2][9] - The board secretary can be dismissed for failing to fulfill duties, legal violations, or causing significant losses to the company [26][28] - In the event of a vacancy, the board must appoint an interim secretary and complete the hiring of a new secretary within three months [30][31]

英科医疗科技股份有限公司 第一条 为了进一步规范本公司董事会的议事方式和决策程序，促使董事和董事 会有效地履行其职责，提高董事会规范运作和科学决策水平，根据《中华人民共和国 公司法》《中华人民共和国证券法》《深圳证券交易所创业板股票上市规则》《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》《英科医疗 科技股份有限公司章程》（以下简称《公司章程》）等有关规定，特制定本规则，作 为董事会运作的行为准则。 第二条 董事会下设董事会办公室，处理董事会日常事务。 董事会秘书或证券事务代表兼任董事会办公室负责人，保管董事会和董事会办公 室印章。 第三条 董事会会议分为定期会议和临时会议。 董事会每年应当至少召开两次定期会议。 第四条 在发出召开董事会定期会议的通知前，董事会办公室应当充分征求各董 事的意见，初步形成会议提案后交董事长拟定。 董事长在拟定提案前，应当视需要征求经理和其他高级管理人员的意见。 （三）提议会议召开的时间或者时限、地点和方式； 提案内容应当属于《公司章程》规定的董事会职权范围内的事项，与提案有关的 材料应当一并提交。 第五条 有下列情形之一的，董事会应当召开临时会议： （一 ...

英科医疗科技股份有限公司 第一章 总 则 第一条 为了规范英科医疗科技股份有限公司（以下简称"公司"）对外担 保行为，防范对外担保风险，根据《中华人民共和国公司法》（以下简称《公司 法》）《中华人民共和国民法典》《深圳证券交易所创业板股票上市规则》《上 市公司监管指引第8号——上市公司资金往来、对外担保的监管要求》等法律法 规、部门规章、规范性文件以及《英科医疗科技股份有限公司章程》（以下简称 《公司章程》）的有关规定，结合公司的实际情况，制定本制度。 第二条 本制度所称"对外担保"是指公司为他人提供保证、抵押、质押或 其他形式的担保，即公司与债权人约定，当债务人不履行债务时，公司作为保证 人按照约定履行债务或承担责任。 第三条 本制度所称"对外担保"包括公司对控股子公司的担保。 公司及其控股子公司的对外担保总额，是指包括公司对控股子公司担保在内 的公司对外担保总额与控股子公司对外担保总额之和。 第四条 公司对外担保必须经董事会或者股东会审议，审议后需及时对外披 露。 第五条 公司对外担保应当遵循合法、审慎、互利、安全的原则，严格控制 担保风险。公司有权拒绝任何强令其为他人提供担保的行为。 第六条 公司对外担 ...