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英科再生: 英科再生资源股份有限公司年报信息披露重大差错责任追究制度
Zheng Quan Zhi Xing· 2025-08-26 11:21
Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of its financial reporting [1][2][3] Group 1: General Principles and Responsibilities - The system aims to ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures, adhering to relevant laws and regulations [1][2] - The responsibilities of senior management, including the general manager and financial officer, are clearly defined in the preparation and review of the annual report [6][7] Group 2: Accountability for Significant Errors - Significant errors in annual report disclosures include major accounting mistakes, substantial omissions, and discrepancies in performance forecasts [3][4] - The system outlines the conditions under which individuals may be held accountable for significant errors, including direct responsibility for data accuracy and leadership responsibility for oversight [8][9] Group 3: Criteria for Major Discrepancies - Major discrepancies in performance forecasts are defined as deviations exceeding 20% from expected results, while discrepancies in performance reports are defined as differences greater than 10% [10][11] - The system specifies that severe consequences apply for errors caused by subjective factors or failure to correct mistakes promptly [12][13] Group 4: Mitigating and Aggravating Circumstances - Factors that may lead to reduced penalties include proactive measures to prevent negative outcomes and timely corrections of errors [14][15] - The system allows for the consideration of the circumstances surrounding the errors, including whether they were due to external factors beyond individual control [16][17] Group 5: Implementation and Oversight - The board of directors is responsible for interpreting and revising the accountability system, which will take effect upon approval [20][21]
英科再生: 英科再生资源股份有限公司董事、高级管理人员和核心技术人员所持本公司股份及其变动管理制度
Zheng Quan Zhi Xing· 2025-08-26 11:21
General Provisions - The management system for the shares held by the company's directors, senior management, and core technical personnel is established to strengthen the management of shareholding and changes in accordance with relevant laws and regulations [1][2] - This system applies to the shares held by the company's directors, senior management, and core technical personnel [1] Share Change Management - Directors, senior management, and core technical personnel must notify the board secretary in writing before buying or selling company shares [2] - There are specific restrictions on the transfer of shares held by directors and senior management, including a one-year lock-up period after the company's stock is listed [2][3] - Core technical personnel are also subject to a 12-month lock-up period for shares held before the company's initial public offering [3] Trading Restrictions - Directors and senior management are prohibited from trading company shares during certain periods, such as 15 days before the annual or semi-annual report announcements [4] - The maximum amount of shares that can be transferred by directors and senior management in a year is limited to 25% of their total holdings [4][5] Reporting and Disclosure - The board secretary and the board office are responsible for managing the data and information regarding the shareholdings of directors, senior management, and core technical personnel [8] - Any changes in shareholdings must be reported to the company within two trading days and disclosed on the stock exchange [9][10] Miscellaneous - The system will take effect upon approval by the company's board of directors [11]
英科再生: 英科再生资源股份有限公司募集资金管理制度
Zheng Quan Zhi Xing· 2025-08-26 11:21
Core Viewpoint - The company has established a fundraising management system to regulate the use and management of raised funds, enhance their effectiveness, and protect investors' rights [1][2]. Group 1: Fundraising Management - The funds raised are defined as those obtained through the issuance of stocks or other equity-like securities, excluding funds raised for equity incentive plans [2]. - The company must use the raised funds specifically for their intended purposes, aligning with national industrial policies and sustainable development principles [2][3]. - The board of directors is responsible for continuously monitoring the management and use of raised funds to prevent investment risks and ensure safety [3][4]. Group 2: Fund Storage and Usage - The company is required to open a special account for the raised funds, ensuring that these funds are not mixed with other funds or used for unrelated purposes [4][5]. - Upon receipt of the funds, the company must complete verification procedures and sign a tripartite supervision agreement with the sponsor and the bank [5][6]. - The company can manage temporarily idle raised funds through cash management, ensuring that such management does not affect the normal progress of investment plans [8][9]. Group 3: Project Feasibility and Adjustments - If a fundraising project encounters significant changes in market conditions or is delayed for over a year, the company must reassess its feasibility and disclose any necessary adjustments [6][7]. - The company is prohibited from using raised funds for financial investments or providing them to related parties for improper benefits [7][8]. - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders [12][13]. Group 4: Reporting and Supervision - The company must accurately disclose the actual use of raised funds and report any significant deviations from the investment plan [14][15]. - An annual audit must be conducted by an accounting firm to verify the management and use of raised funds, with findings disclosed in the annual report [15][16]. - The company and its related parties will face consequences for violations of the fundraising management system [31].
英科再生: 英科再生资源股份有限公司总经理工作细则
Zheng Quan Zhi Xing· 2025-08-26 11:21
Core Points - The document outlines the operational guidelines for the General Manager of Yingke Recycling Resources Co., Ltd, aiming to enhance governance structure and operational efficiency [1][3][10] Group 1: General Provisions - The guidelines are established to improve the governance structure and operational efficiency of the company, ensuring the protection of shareholders' rights [1][3] - The company has a General Manager and several Vice General Managers, with the General Manager being responsible to the Board of Directors [3][4] Group 2: Qualifications and Appointment of the General Manager - Specific disqualifications for the General Manager include lack of civil capacity, criminal convictions related to corruption, and being listed as a dishonest executor by the court [4][5] - The appointment and dismissal of the General Manager must follow legal procedures and company regulations, with a term of three years [6][7] Group 3: Powers of the General Manager - The General Manager has the authority to manage daily operations, implement board resolutions, and report to the board [5][6] - Responsibilities include organizing annual business plans, proposing management structures, and overseeing financial budgets of subsidiaries [5][6] Group 4: Responsibilities of the General Manager - The General Manager must ensure compliance with national policies, protect company interests, and maintain safety in production [12][13] - The role includes setting specific duties for Vice General Managers and the Chief Financial Officer [12][13] Group 5: General Manager's Meeting System - The General Manager's office meetings are held to discuss significant management decisions, ensuring scientific and reasonable decision-making [14][15] - Meeting records must be maintained for ten years, and confidentiality must be upheld [17][21] Group 6: Major Business Activities - The General Manager is responsible for decisions on significant business matters, including financial operations and major contracts [23][24] - Timely reporting to the board on significant contracts and financial situations is required [26][28] Group 7: Responsibilities and Obligations - The General Manager must adhere to laws and company regulations, maintaining integrity and diligence in their duties [31][32] - Misuse of company funds or assets for personal gain is strictly prohibited [33][34]
英科再生: 英科再生资源股份有限公司信息披露管理制度
Zheng Quan Zhi Xing· 2025-08-26 11:21
General Principles - The company aims to enhance the quality of information disclosure and standardize its practices to protect investors' rights [1][2] - Information disclosure refers to the release of information that may significantly impact the trading price of the company's stock and derivatives, which must be made public within a specified timeframe [1] Disclosure Obligations - Company directors and senior management must ensure that disclosed information is truthful, accurate, complete, timely, and fair [2] - An insider information management system must be established to limit the number of individuals privy to insider information before its public disclosure [2][3] - The company should proactively disclose information that may materially affect shareholders and stakeholders' decisions, ensuring equal access to all shareholders [2][3] Disclosure Standards - Disclosure documents must be clear, concise, and free from excessive jargon or ambiguous expressions [3] - All disclosures must be submitted to the Shanghai Stock Exchange (SSE) and published on designated media and the company's website [3][4] - The company must respond truthfully to inquiries from the SSE regarding disclosed matters within the stipulated timeframe [4] Reporting Requirements - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified deadlines [8][9] - Annual reports must be disclosed within four months after the end of the fiscal year, semi-annual reports within two months, and quarterly reports within one month [8][9] - If the company anticipates delays in disclosing periodic reports, it must announce the reasons and expected timelines for disclosure [9][10] Major Events Disclosure - The company must promptly disclose significant events that may impact its stock price, including changes in corporate structure, management, or financial conditions [13][14] - Major events include significant lawsuits, changes in business strategy, or any developments that could materially affect the company's operations or financial status [14][21] Internal Management of Disclosure - The board of directors is responsible for overseeing the company's information disclosure, with the chairman serving as the primary responsible person [30][31] - The board secretary coordinates disclosure activities, ensuring compliance with regulations and timely reporting of significant events [30][31] - All disclosures must be made in the form of board announcements, and unauthorized disclosures by directors or senior management are prohibited [30][31]
英科再生: 英科再生资源股份有限公司关联交易管理制度
Zheng Quan Zhi Xing· 2025-08-26 11:21
英科再生资源股份有限公司 关联交易管理制度 第一章 总则 第一条 为规范英科再生资源股份有限公司(以下简称"公司")的关联交易 行为,提高公司规范运作水平,维护公司及所有股东的合法权益,根据《中华人 民共和国公司法》 《中华人民共和国证券法》 《上海证券交易所科创板股票上市规 则》(以下简称"《科创板上市规则》")和《上海证券交易所科创板上市公司自 律监管指引第 1 号——规范运作》等有关法律、法规和规范性文件的要求,以及 《英科再生资源股份有限公司章程》(以下简称"《公司章程》")的有关规定, 结合公司实际情况,制定本制度。 第二条 公司应保证关联交易的合法性、必要性、合理性和公允性,保持公 司的独立性,决策程序合规,信息披露规范,不得利用关联交易调节财务指标, 损害公司利益。 第三条 公司的关联交易应当遵循以下基本原则: (一)诚实信用、自愿公平、互信互利的原则; (二)尽量避免、减少并规范关联交易原则; (三)关联股东及董事回避原则; (四)关联交易遵循市场公正、公平、公开的原则。关联交易的价格或取费 原则上不偏离市场独立第三方的标准,对于难以比较市场价格或订价受到限制的 关联交易,通过合同明确有关成本 ...
英科再生: 英科再生资源股份有限公司对外投资管理制度
Zheng Quan Zhi Xing· 2025-08-26 11:21
英科再生资源股份有限公司 对外投资管理制度 第一章 总则 第一条 为进一步规范英科再生资源股份有限公司(以下简称"公司")的对 外投资行为,加强公司对外投资管理,防范对外投资风险,保障对外投资安全, 提高对外投资效益,维护公司形象和投资者的利益,依照《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》《上海证券交易所科创板 股票上市规则》等法律、法规、规范性文件及《英科再生资源股份有限公司章程》 (以下简称《公司章程》)的规定,结合公司实际情况,制定本制度。 第二条 本制度所称的对外投资是指以公司货币资金或实物、股权、债权、 无形资产等非货币资产由公司单独或由公司与第三方进行合资或合作经营以获 取利润为目的的投资行为。 第三条 按照投资期限的长短,公司对外投资分为短期投资和长期投资。短 期投资主要指公司购入的能随时变现且持有时间不超过一年(含一年)的投资, 包括各种股票、债券、基金、分红型保险等。 长期投资主要指投资期限超过一年,不能随时变现或不准备变现的各种投资, 包括债券投资、股权投资和其他投资等。 第四条 对外投资应遵循的基本原则:合法合规前提下审慎开展,符合国家 产业政策和公司发 ...
英科再生: 英科再生资源股份有限公司内幕信息知情人登记管理制度
Zheng Quan Zhi Xing· 2025-08-26 11:21
Core Viewpoint - The company has established a comprehensive insider information management system to ensure compliance with relevant laws and regulations, aiming to protect the integrity of insider information and prevent insider trading. Group 1: Insider Information Management - The board of directors is responsible for managing insider information and must ensure the accuracy and completeness of insider information records [1][2] - Insider information includes significant events that could impact the company's stock price, such as major asset transactions exceeding 30% of the asset's value [7][8] - The company must maintain a record of individuals who have access to insider information and ensure they comply with confidentiality obligations [9][10] Group 2: Responsibilities of Insider Information Holders - Individuals with insider information must not trade the company's stock or disclose insider information without board approval [4][13] - The company must provide training and ensure that all insider information holders understand their responsibilities regarding confidentiality [11][12] - Any breach of confidentiality by insiders may lead to disciplinary actions, including termination and legal consequences [26][30] Group 3: Reporting and Documentation - The company is required to submit insider information records to the Shanghai Stock Exchange within five trading days after the information is publicly disclosed [9][10] - A detailed record of the decision-making process for significant events must be maintained, including timelines and involved parties [6][8] - The company must ensure that all documentation related to insider information is accurate and stored for at least ten years [16][18]
英科再生: 英科再生资源股份有限公司会计师事务所选聘制度
Zheng Quan Zhi Xing· 2025-08-26 11:21
Core Viewpoint - The document outlines the selection and management procedures for accounting firms at Yingke Recycling Resources Co., Ltd, aiming to enhance audit quality and protect shareholder interests [2][3]. Group 1: General Principles - The selection of accounting firms must comply with relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange rules [2]. - The selection process involves the audit committee's review and approval before submission to the board and ultimately the shareholders [2][3]. Group 2: Quality Requirements for Accounting Firms - Selected accounting firms must possess independent qualifications, a stable operational structure, and a good record of audit quality [4]. - Firms must be familiar with national financial regulations and have qualified registered accountants to ensure audit quality [4]. Group 3: Selection Procedures - The audit committee is responsible for the selection process, which includes developing policies, initiating selection, and evaluating proposals [3][4]. - The selection must be conducted through competitive negotiation, public bidding, or other methods to ensure fairness [3][4]. Group 4: Evaluation Criteria - Evaluation criteria for selecting accounting firms include audit fees, qualifications, past performance, quality management, and resource allocation [5]. - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [5]. Group 5: Documentation and Record Keeping - All documents related to the selection process must be archived for at least ten years after the selection concludes [5]. - The audit committee must provide a written review of the selected accounting firm, which will be archived alongside board resolutions [5]. Group 6: Reappointment and Replacement Procedures - The audit committee must evaluate the performance of the accounting firm before reappointment, and if the evaluation is negative, a new firm must be appointed [6][7]. - If a firm is to be replaced, the reasons for termination and the new firm's qualifications must be disclosed [7][8]. Group 7: Supervision and Penalties - The audit committee is tasked with supervising the audit work of the appointed accounting firm and must report on their performance annually [20]. - Serious violations by the accounting firm can lead to termination of their services and potential penalties for responsible individuals [20][21].
英科再生: 英科再生资源股份有限公司内部审计管理制度
Zheng Quan Zhi Xing· 2025-08-26 11:21
Core Viewpoint - The internal audit management system of Yingke Recycling Resources Co., Ltd. aims to enhance internal management and control, ensuring the legality and compliance of management actions, while protecting the interests of the company and its shareholders [1]. Group 1: Internal Audit Definition and Purpose - Internal audit is defined as the independent and objective evaluation of the company's business activities, financial transactions, and internal controls to ensure the appropriateness, authenticity, legality, and effectiveness of operations [1]. - The internal audit department is responsible for checking the implementation of company decisions and providing constructive audit suggestions to achieve business objectives [1]. Group 2: Audit Department Structure and Responsibilities - The audit department operates under the leadership of the board of directors and is accountable to the audit committee [2]. - The audit department consists of specialized personnel, including auditors, legal experts, and technical management staff [2]. - The audit department has various responsibilities, including auditing financial management, internal control systems, and compliance with national financial regulations [3][4]. Group 3: Audit Authority and Ethical Standards - The audit department has the authority to request necessary documents, participate in relevant meetings, and suggest corrective actions for identified issues [3][4]. - Auditors must adhere to professional ethics, maintain independence, and avoid conflicts of interest while performing their duties [5]. Group 4: Audit Procedures and Implementation - The internal audit process includes planning, notifying the audited units, collecting evidence, and drafting audit reports [6]. - The audit department is responsible for monitoring the implementation of audit recommendations and decisions [6]. Group 5: Applicability and Enforcement - The internal audit management system applies to all departments and subsidiaries of the company [7]. - The regulations will be enforced from the date of approval by the board of directors [8].