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雅创电子: 公司章程2025.8
Zheng Quan Zhi Xing· 2025-08-14 16:15
General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws [2][3] - Shanghai Yachuang Electronics Group Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [2][3] - The company was approved by the Shenzhen Stock Exchange on January 21, 2021, and registered by the China Securities Regulatory Commission on August 27, 2021, issuing 20 million shares to the public [2][3] Company Structure - The company has a registered capital of RMB 146.665777 million [2][3] - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3] - 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 [3] Business Objectives and Scope - The company's business objective is to become the most influential partner in niche markets [4] - The company is engaged in the sale of electronic products, machinery and equipment, communication devices, and software and hardware development [4] Shares - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [5][8] - The total number of shares issued by the company is 146.665777 million, all of which are ordinary shares [8] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request meetings and supervise the company's operations [15][19] - Shareholders must comply with laws and regulations, pay their subscribed capital on time, and cannot withdraw their capital except as provided by law [19] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous accounting year [47] - Shareholder meetings can be called by the board of directors or by shareholders holding more than 10% of the shares [27][47] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [79][80] - The company must ensure that all proposals are fully disclosed to shareholders prior to meetings [60][62]
雅创电子: 2025年半年度非经营性资金占用及其他关联资金往来情况的专项说明
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Viewpoint - Shanghai Yachuang Electronics Group Co., Ltd. has provided a special explanation regarding the non-operating fund occupation and other related fund transactions for the year 2025, detailing the financial interactions with related parties and the nature of these transactions [1]. Summary by Relevant Sections Non-operating Fund Occupation - The report includes a summary table for the non-operating fund occupation for the year 2025, detailing the cumulative occupation amount, repayment amounts, and year-end balances [2][3]. - The total non-operating fund occupation at the end of 2025 is reported as 44,110.77 million RMB, with a cumulative repayment of 44,222.14 million RMB, resulting in a net balance of 517.07 million RMB [4]. Related Party Transactions - The document outlines various related party transactions, including fund borrowings and other financial interactions with subsidiaries and associated companies [2][3]. - Specific transactions include amounts such as 1,275.44 million RMB for fund borrowings from a subsidiary and 278.31 million RMB from another related entity, indicating significant financial interactions within the group [2][3]. Financial Summary - The financial summary indicates that the total amount of related party transactions for the year 2025 is substantial, with various entities involved in both borrowing and repayment activities [4]. - The report emphasizes the importance of transparency in these transactions, highlighting the need for proper accounting and disclosure practices to ensure compliance with regulatory standards [1][4].
雅创电子: 年报信息披露重大差错责任追究制度2025.8
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of financial reporting [1][2]. Group 1: Accountability and Responsibilities - The financial director, accounting personnel, and department heads must strictly adhere to accounting standards and internal control systems to ensure the accuracy of financial reports [2]. - Directors, senior management, and major shareholders are held accountable for significant errors in annual report disclosures that lead to substantial economic losses or negative social impacts [2][3]. - The system outlines specific scenarios that constitute significant errors, including major accounting mistakes and discrepancies in performance forecasts [2][4]. Group 2: Identification and Correction of Errors - Significant accounting errors are defined as those that could influence users' judgments regarding the company's financial status and performance [3][4]. - The criteria for identifying significant accounting errors include thresholds based on total assets, net assets, revenue, and profit, with specific monetary limits set [4]. - The company must disclose corrections of previously reported financial errors through temporary reports and submit necessary documentation to the Shenzhen Stock Exchange [4][5]. Group 3: Procedures for Handling Errors - The company is required to investigate the causes of significant errors, document findings, and submit them for board review [6][9]. - If significant errors lead to regulatory actions, the finance department must verify the causes and implement corrective measures [9][10]. - The company has established a range of penalties for responsible parties, including warnings, demotions, and potential termination of employment [10][11]. Group 4: Implementation and Effectiveness - The accountability system for significant errors in annual report disclosures will also apply to quarterly and semi-annual reports [11]. - The system will take effect following approval by the company's board of directors [11].
雅创电子: 募集资金管理办法 2025.8
Zheng Quan Zhi Xing· 2025-08-14 16:15
General Principles - The purpose of the fundraising management measures is to standardize the storage, use, and management of funds raised by the company, ensuring safety and protecting investors' rights while improving efficiency [1][2] - The company must manage raised funds according to principles of dedicated account storage, standardized use, truthful disclosure, and strict management [3] Fund Storage - The company is required to prudently select commercial banks and establish dedicated accounts for raised funds, which must not be used for non-raising purposes [7] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [8][9] Fund Usage and Changes - Raised funds must be used specifically for their intended purpose, aligning with national industrial policies and legal regulations, primarily for core business activities [9][10] - Any changes in the use of raised funds must be approved by the board of directors and require clear opinions from the sponsor or independent financial advisor [12][13] - The company can temporarily use idle raised funds for cash management, provided it does not affect the normal investment plan [13][14] Supervision of Fund Usage - The company must disclose the actual usage of raised funds accurately and completely, with the board conducting semi-annual reviews of investment project progress [23][24] - Internal audits must be conducted at least quarterly to ensure compliance with the management measures [24][25] Accountability - If the board of directors changes the use of raised funds without proper approval, the audit committee must demand correction, and responsible directors may face compensation claims [25][26] - The company has the right to pursue claims against individuals who misappropriate or illegally use raised funds, seeking recovery of unjust gains [26][27] Additional Provisions - Any matters not covered by these measures will adhere to relevant laws, regulations, and the company's articles of association [27][28] - These measures will take effect after being approved by the company's shareholders [29]
雅创电子: 关联交易管理办法2025.8
Zheng Quan Zhi Xing· 2025-08-14 16:15
General Principles - The purpose of the management measures for related party transactions is to strengthen the management of related party transactions, clarify management responsibilities, and protect the legitimate rights and interests of shareholders and creditors, especially minority investors [1][2] - Related party transactions must comply with relevant laws, regulations, and the company's articles of association [1][2] Definition of Related Parties - Related parties include both legal entities and natural persons that have a controlling or significant influence over the company [3][4] - Specific criteria for identifying related legal entities and natural persons are outlined, including ownership thresholds and management positions [2][3] Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, financial assistance, and management contracts [4][5] - The company must adhere to principles of honesty, fairness, and transparency in related transactions [5][6] Management of Related Transactions - The board of directors and senior management are responsible for reporting related party lists and relationships to ensure proper management [5][6] - A dedicated database for related party information will be maintained and updated regularly [5][6] Pricing of Related Transactions - Pricing principles for related transactions include adherence to national pricing, local market prices, or negotiated prices if no other pricing is available [6][7] - Major related transactions require approval from the board of directors or shareholders, depending on the transaction amount [8][9] Approval Procedures - Transactions with related natural persons exceeding 300,000 yuan and those with related legal entities exceeding 3 million yuan require board approval and timely disclosure [8][9] - Certain transactions may be exempt from approval if they meet specific criteria, such as public bidding or government pricing [10][11] Information Disclosure - The company must disclose related transactions that exceed specified thresholds, including transaction amounts and the nature of the relationships involved [14][15] - Disclosure must include details on pricing policies, transaction agreements, and the impact on the company's financial status [14][15] Miscellaneous Provisions - Related transactions conducted by subsidiaries controlled by the company are considered company actions [16] - Records of related transaction decisions must be maintained for ten years [16]
雅创电子: 关于变更注册资本、修订《公司章程》及办理工商变更登记的公告
Zheng Quan Zhi Xing· 2025-08-14 16:15
Capital Change - The company has increased its registered capital by 32,507,486 yuan, resulting in a total registered capital of 146,665,777 yuan after the implementation of the 2024 annual equity distribution plan [1] - The total number of shares has increased to 146,665,777 shares following the equity distribution [1] Amendment of Articles of Association - The company is revising its Articles of Association to enhance governance and operational standards, with specific changes to the registered capital and total shares [1] - The registered capital clause has been updated from 114,158,291 yuan to 146,665,777 yuan [1] - The total shares clause has been updated from 114,158,291 shares to 146,665,777 shares [1] Shareholder Rights and Meeting Procedures - Amendments include provisions for shareholder rights, such as the right to dividends and participation in meetings [1] - The company has established new rules for the approval of external guarantees and financial assistance, requiring shareholder meeting approval under certain conditions [2][3] - The voting rights of shareholders with conflicts of interest in related party transactions are restricted to ensure fair decision-making [3][4] Authorization for Implementation - The board of directors is authorized to handle the necessary registration and filing related to the amendments to the Articles of Association, effective upon shareholder meeting approval [1][21]
雅创电子: 独立董事工作制度2025.8
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Points - The document outlines the independent director system of Shanghai Yachuang Electronics Group Co., Ltd, aiming to enhance corporate governance and ensure compliance with relevant laws and regulations [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions in the company and are free from relationships that could impair their independent judgment [1][2] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making and protecting the rights of minority shareholders [2][3] - The board must have at least one-third of its members as independent directors, including at least one accounting professional [2][3] Group 2: Qualifications and Independence of Independent Directors - Candidates for independent directors must meet specific qualifications, including independence, relevant knowledge, and a minimum of five years of experience in legal, accounting, or economic fields [5][6] - Certain individuals are prohibited from serving as independent directors, including those with significant shareholdings or familial ties to major shareholders [3][4] Group 3: Nomination and Election Process - The nomination and election of independent directors must be conducted in accordance with legal regulations, with shareholders holding at least 1% of shares able to propose candidates [10][11] - Independent director candidates must provide declarations regarding their qualifications and independence [6][7] Group 4: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [9][10] - They have the authority to hire external consultants for audits or consultations and can call for extraordinary shareholder meetings [11][12] Group 5: Meeting and Reporting Requirements - Independent directors must attend board meetings and can delegate attendance if necessary, but repeated absences may lead to removal [15][16] - They are required to submit annual reports detailing their activities, including attendance at meetings and interactions with minority shareholders [14][17] Group 6: Support and Compensation for Independent Directors - The company must provide necessary resources and support for independent directors to fulfill their duties, including timely access to information [33][34] - Independent directors are entitled to compensation that reflects their responsibilities, which must be approved by the board and disclosed in annual reports [38][39]
雅创电子: 关于2025年半年度募集资金存放、管理与使用情况的专项报告
Zheng Quan Zhi Xing· 2025-08-14 16:15
Summary of Key Points Core Viewpoint The report outlines the fundraising activities and management of Shanghai Yachuang Electronics Group Co., Ltd. as of June 30, 2025, detailing the amounts raised, their usage, and the management protocols in place to ensure compliance with regulatory requirements. Group 1: Fundraising Overview - The company raised a total of RMB 439.8 million from its initial public offering (IPO) and RMB 363 million from the issuance of convertible bonds, with net proceeds of RMB 383.81 million and RMB 353.87 million respectively after deducting issuance costs [2][3][4]. - The funds raised from the IPO were verified by Ernst & Young Huaming Accounting Firm on November 15, 2021, and the funds from the convertible bonds were verified on October 26, 2023 [2][3]. Group 2: Fund Usage and Balance - As of June 30, 2025, the total amount used from the IPO funds was RMB 314.26 million, while RMB 115.56 million was used from the convertible bond funds [9][19]. - The remaining balance in the special accounts for the IPO funds was RMB 79,635.28, and for the convertible bonds, it was RMB 18,709,637.59 [7][8]. Group 3: Fund Management Protocols - The company established special accounts for fundraising management and signed tripartite supervision agreements with banks and sponsors to ensure proper fund storage and usage [5][6]. - The company has implemented a management method for fundraising to protect the rights of small investors, complying with relevant regulations [5][8]. Group 4: Project Updates - The "Automotive Electronics Research Institute Construction Project" has been relocated to a new site, with construction expected to be completed by December 2025 [9][16]. - The "Yachuang Automotive Electronics Headquarters Base Project" has officially commenced construction and is progressing according to the planned schedule [16]. Group 5: Financial Management - The company has utilized idle fundraising temporarily to supplement working capital, with a total of RMB 290 million used for this purpose as of June 30, 2025 [11][12]. - The company has also engaged in cash management using idle funds, ensuring that these activities do not affect the ongoing projects [12][13].
雅创电子: 董事会审计委员会年报工作制度2025.8
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Viewpoint - The document outlines the annual report work system of Shanghai Yachuang Electronics Group Co., Ltd., emphasizing the responsibilities and procedures of the Audit Committee in ensuring the accuracy, completeness, and timeliness of the annual report [2][4]. Group 1: General Principles - The purpose of the work system is to enhance the corporate governance structure and internal control of the company, ensuring the Audit Committee plays a significant role in the annual report preparation [2]. - The Audit Committee is required to diligently fulfill its responsibilities in accordance with relevant laws and regulations, ensuring the integrity of the annual report [2][3]. Group 2: Audit Committee Responsibilities - The Audit Committee must coordinate with the accounting firm regarding the audit schedule and ensure compliance with the Securities Law of the People's Republic of China [3][4]. - The financial director must submit the annual audit work plan and related materials to the Audit Committee before the auditors commence their work [3]. - The Audit Committee is responsible for reviewing the financial statements prepared by the company and providing written opinions before the auditors begin their work [3][4]. Group 3: Communication and Reporting - The Audit Committee should facilitate communication with the auditors throughout the audit process and hold meetings to discuss any issues identified during the audit [3][4]. - After the audit, the Audit Committee must vote on the financial report and submit it to the board for review, along with a summary report from the accounting firm [4][5]. - The Audit Committee is tasked with evaluating the performance of the auditors and making recommendations for reappointment or replacement based on their assessment [4][5]. Group 4: Internal Control Oversight - The Audit Committee oversees internal control inspections and reviews reports submitted by the inspection department [5][6]. - If significant deficiencies or risks in internal controls are identified, the Audit Committee must report these to the board, detailing the issues and proposed remedial actions [5][6]. Group 5: Confidentiality and Documentation - Members of the Audit Committee are obligated to maintain confidentiality during the annual report preparation and review process to prevent insider trading and information leaks [6]. - All communications and suggestions related to the annual report work must be documented and signed by the involved parties for record-keeping [6].
雅创电子: 内幕信息知情人登记管理制度 2025.8
Zheng Quan Zhi Xing· 2025-08-14 16:15
上海雅创电子集团股份有限公司 内幕信息知情人登记管理制度 第一章 总则 第一条 为了进一步规范上海雅创电子集团股份有限公司(以下简称"公司" 或"本公司")内幕信息管理行为,加强公司内幕信息保密工作,维护信息披露 公平原则,根据《中华人民共和国公司法》、《中华人民共和国证券法》、《上 市公司信息披露管理办法》、《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5号——上市公司内幕信息知情人登记管理制度》等相关法律法 规、规范性文件以及《上海雅创电子集团股份有限公司章程》(以下简称"《公 司章程》")、《上海雅创电子集团股份有限公司信息披露制度》的规定,并结 合本公司实际情况,制定本制度。 第二条 公司董事会是内幕信息的管理机构,董事长是内幕信息保密工作的 负责人,董事会秘书负责组织实施内幕信息的保密工作和内幕信息知情人登记入 档事宜。董事会应当保证内幕信息知情人档案真实、准确和完整。 第三条 公司证券部是信息披露管理、投资者关系管理、内幕信息登记备案 工作的日常办事机构,统一负责证券监管机构、证券交易所、证券公司等机构及 新闻媒体、股东接待、咨询(质询)、服务工作。 第四条 未经董事会批准同意,公司 ...