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电科院: 募集资金管理制度
Zheng Quan Zhi Xing· 2025-07-03 16:26
Core Viewpoint - The company has established a fundraising management system to enhance the supervision and efficiency of the funds raised through stock issuance, ensuring compliance with relevant laws and regulations [1][2][3]. Fundraising Management - The company defines fundraising as funds raised through stock issuance for specific purposes, excluding funds raised for equity incentive plans [1]. - The board of directors is responsible for monitoring the management and usage of the raised funds to prevent investment risks and ensure effective use [1][2]. - A detailed ledger must be maintained by the finance department to record the expenditure and investment of the raised funds [1][2]. Fund Storage - The company must prudently select commercial banks to open special accounts for fundraising, ensuring that these accounts are used solely for the raised funds [7][8]. - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank within one month of the funds being received [8][9]. Fund Usage - The company must use the raised funds in accordance with the commitments made in the prospectus and cannot change the usage without proper procedures [9][10]. - The raised funds cannot be used for high-risk investments or financial investments such as securities trading [10][11]. - If a fundraising project cannot be completed within the original timeframe, the company must seek board approval for an extension and disclose the reasons [11][12]. Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders [20][21]. - The company must conduct feasibility analyses for new investment projects to ensure they have good market prospects and profitability [21][22]. Fund Management and Supervision - The board must regularly review the actual storage, management, and usage of the raised funds, providing semi-annual and annual reports [24][25]. - Independent auditors must verify the actual investment projects and amounts, ensuring compliance with regulations [25][26]. Information Disclosure - The company is required to fulfill its information disclosure obligations regarding the management of raised funds in accordance with relevant regulations [27].
电科院: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-07-03 16:26
General Principles - The company establishes a decision-making system for related transactions to ensure fairness in transactions with related parties, based on relevant laws and regulations [1][2] - Related transactions must be documented in written agreements, adhering to principles of equality, voluntariness, equivalence, and compensation [1][2] Definition of Related Parties - Related parties include both legal entities and natural persons that have a significant relationship with the company, such as those controlling or holding more than 5% of shares [3][4] - The company must disclose any related relationships promptly to ensure transparency [2][3] Types of Related Transactions - Related transactions encompass various activities, including asset purchases, financial assistance, guarantees, leasing, and joint investments [3][4][5] - Transactions must comply with national laws and be conducted on a fair and honest basis [3][4] Decision-Making Procedures - Proposals for related transactions must be submitted by the company's functional departments, detailing the specifics and impact on the company and shareholders [4][5] - Transactions exceeding certain thresholds require approval from independent directors and may need to be submitted to the board or shareholders for further review [4][5][6] Approval and Disclosure Requirements - Transactions with related natural persons over 300,000 yuan and with related legal entities over 3 million yuan must be approved by independent directors and disclosed [5][6] - The company must ensure that related directors abstain from voting on transactions to avoid conflicts of interest [5][6] Daily Related Transactions - For daily related transactions, the company must establish written agreements and submit them for approval based on total transaction amounts [8][9] - If significant changes occur in ongoing agreements, new terms must be submitted for approval [9][10] Exemptions from Approval - Certain transactions, such as public tenders or those with predetermined pricing, may be exempt from the usual approval processes [10][11] - Transactions involving cash subscriptions for publicly issued securities are also exempt from related transaction requirements [11][12] Implementation and Management - The decision-making system will be effective upon approval by the shareholders' meeting and will be managed by the board of directors [11][12]
电科院: 内部审计管理制度
Zheng Quan Zhi Xing· 2025-07-03 16:26
Core Viewpoint - The internal audit management system of Suzhou Electrical Appliance Research Institute Co., Ltd. aims to standardize internal audit work, enhance audit quality, and protect investors' rights and interests, in compliance with relevant laws and regulations [2][3]. Group 1: General Principles - The internal audit is defined as an evaluation activity conducted by internal personnel to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [2]. - The board of directors is responsible for establishing and implementing effective internal control systems [2][3]. Group 2: Internal Audit Organization and Personnel - An audit committee is established under the board of directors, consisting of three non-executive directors, with a majority being independent directors [3]. - The audit department is set up as the internal audit body, reporting to the audit committee and the board of directors [3][4]. - The audit department must maintain independence and should not be under the leadership of the finance department [3][4]. Group 3: Responsibilities and Requirements of Audit Institutions - The audit committee is responsible for guiding and supervising the internal audit department, reviewing annual audit plans, and reporting significant issues to the board [4][5]. - The audit department is tasked with evaluating the completeness and effectiveness of internal control systems and auditing financial data for legality and authenticity [5][6]. Group 4: Implementation of Internal Audits - The audit department must conduct internal control evaluations at least annually and report findings to the board or audit committee [9][10]. - The audit department is required to check the use of raised funds and report any significant violations or risks to the board [10][11]. Group 5: Supervision and Management of Internal Audit Work - The company must establish a mechanism for evaluating the performance of internal auditors and hold them accountable for significant issues [30][31]. - Serious violations by departments or individuals during audits may lead to disciplinary actions or legal consequences [31][32]. Group 6: Miscellaneous Provisions - The internal audit management system will take effect upon approval by the board and will be interpreted by the board [17][18].
电科院: 信息披露事务管理制度
Zheng Quan Zhi Xing· 2025-07-03 16:26
Core Points - The company has established an information disclosure management system to ensure the accuracy, completeness, and timeliness of information disclosed to protect the rights of investors and the company itself [1][2][3] - The information disclosure obligations apply to various stakeholders, including the board of directors, senior management, and significant shareholders [2][3] - The company emphasizes the importance of disclosing "major information" that could significantly impact stock prices, ensuring that all disclosures are fair and equitable to all investors [2][3][4] Information Disclosure Principles - Information disclosure is a continuous responsibility of the company, adhering to legal and regulatory requirements [6][7] - The company must ensure that all disclosed information is accurate, complete, and free from misleading statements or omissions [7][8] - In cases where events do not meet disclosure standards but may impact stock prices, the company is required to disclose relevant information [9][10] Types of Information Disclosure - The company must disclose various types of documents, including annual reports, interim reports, and significant event announcements [15][23] - The company is required to provide timely updates on any major events that could affect stock prices, including changes in management or significant financial transactions [30][36] - Specific thresholds for disclosure are established, such as transactions exceeding 10% of audited net profit or significant asset sales [11][12][14] Management of Information Disclosure - The board of directors is responsible for overseeing the information disclosure process, with the board secretary acting as the direct responsible person [47][48] - All departments and subsidiaries must report any significant information to the board secretary promptly [50][51] - The company has established procedures for the internal flow and external disclosure of information, ensuring compliance with regulatory requirements [59][60] Confidentiality Measures - The company implements strict confidentiality measures to limit the dissemination of insider information before public disclosure [67][68] - Individuals with access to sensitive information are required to sign confidentiality agreements to prevent unauthorized disclosures [70][71] - The company must report any leaks or unusual trading activities immediately to the relevant authorities [73][74] Investor Relations Activities - The company aims to maintain transparency during investor relations activities, avoiding the disclosure of undisclosed major information [77][78] - All investor meetings must be announced in advance, and any questions that could lead to the disclosure of sensitive information will be declined [79][80] - The company must ensure that all communications with investors comply with legal and regulatory standards [85]
电科院: 重大投资和交易决策制度
Zheng Quan Zhi Xing· 2025-07-03 16:26
Core Points - The document outlines the major investment and transaction decision-making system of Suzhou Electrical Appliance Research Institute Co., Ltd, aiming to standardize external investment behaviors in compliance with relevant laws and regulations [2][11] - The system emphasizes the clear division of responsibilities among the shareholders' meeting, board of directors, chairman, and management to ensure operational efficiency [2][3] Group 1: General Provisions - The company must adhere to the Company Law, Securities Law, and relevant regulations from the Shenzhen Stock Exchange [2] - The term "transaction" encompasses various activities, including asset purchases or sales, external investments, financial assistance, guarantees, leasing, and more [2][3] Group 2: Decision-Making Procedures - Transactions reaching certain thresholds must be submitted for board review and timely disclosure, including those where the total asset involved exceeds 10% of the latest audited total assets or where the transaction amount exceeds 10% of the latest audited net assets [3][5] - For transactions involving assets over 50% of the latest audited total assets or significant revenue/profit thresholds, shareholder meeting approval is required [5][6] Group 3: Reporting and Disclosure - Transactions that do not meet the specified thresholds may still require disclosure if deemed necessary by the Shenzhen Stock Exchange [8][9] - The company must provide audit or evaluation reports for transactions that meet certain criteria, ensuring transparency and compliance [13][14] Group 4: Additional Provisions - The document specifies that the company can exempt certain transactions from shareholder meeting procedures under specific conditions, such as receiving cash assets or debt relief [15] - The system will take effect upon approval by the shareholders' meeting and will be interpreted by the board of directors [11][11]
电科院: 2024年年度权益分派实施公告
Zheng Quan Zhi Xing· 2025-06-20 09:45
Group 1 - The company has approved a profit distribution plan for the fiscal year 2024, which includes a cash dividend of 0.05 RMB per 10 shares, totaling 3,745,470.93 RMB to be distributed to shareholders [1][2] - The profit distribution is based on a total share capital of 749,094,187 shares, and adjustments will be made if the total share capital changes before the distribution [1][2] - The dividend will be distributed to all shareholders registered with the China Securities Depository and Clearing Corporation Limited Shenzhen Branch as of June 26, 2025 [2][3] Group 2 - The record date for the dividend distribution is set for June 26, 2025, and the ex-dividend date is June 27, 2025 [2][3] - The cash dividends will be directly credited to the shareholders' accounts through their securities companies or other custodians on the ex-dividend date [2] - The company has made commitments regarding the minimum selling price for shares post-lockup period, which will be adjusted according to the profit distribution [2]
电科院: 关于修改公司章程的公告
Zheng Quan Zhi Xing· 2025-06-11 11:24
Core Points - The company, Suzhou Electric Science Research Institute Co., Ltd., is proposing amendments to its Articles of Association to align with relevant laws and regulations, including changes in the structure and roles of the board and shareholders [1][2][3] Group 1: Amendments to Articles of Association - The board will establish an audit committee to exercise the powers previously held by the supervisory board, and the term "shareholders' meeting" will be changed to "shareholders' assembly" [1] - The legal representative of the company will now be the chairman instead of the general manager, with a new legal representative to be determined within 30 days of resignation [1][2] - The company will bear civil liability for actions taken by the legal representative in the course of their duties, with the right to seek compensation from the representative if negligence is proven [1][2] Group 2: Share Capital and Shareholder Rights - The total number of shares is 749,094,187, with a history of capital increases through various methods, including public offerings and capital reserve transfers [2][3] - Shareholders holding more than 5% of the company's shares must return any profits gained from buying and selling shares within a six-month period [3][4] - Shareholders have rights to dividends, participate in meetings, supervise company operations, and access company documents [5][6] Group 3: Governance and Decision-Making - The shareholders' assembly is the company's governing body, responsible for major decisions such as approving financial reports, profit distribution, and changes to the Articles of Association [8][9] - Specific external guarantees require approval from the shareholders' assembly, particularly if they exceed certain thresholds related to the company's net assets [9][10] - The company must provide financial assistance for share purchases only under specific conditions and with proper approvals [9][10]
电科院: 第五届董事会第二十八次会议决议公告
Zheng Quan Zhi Xing· 2025-05-16 12:40
Core Viewpoint - The company is undergoing significant governance changes, including proposals to dismiss two board members due to alleged failures in their duties and conflicts of interest [1][2][10]. Group 1: Board Meeting and Proposals - The company's board meeting was held on May 15, 2025, with all nine directors present, and the meeting procedures complied with relevant laws and regulations [1]. - A proposal to waive the notification period for the board meeting was approved, citing urgency related to company governance [2]. - The board received a request from a major shareholder to convene a temporary shareholders' meeting to discuss the dismissal of two directors, which was also approved [2][3]. Group 2: Reasons for Dismissal Proposals - The proposals to dismiss directors Dong Yongsheng and Ma Jian cite violations of diligence and loyalty, impacting company governance and shareholder rights [10][12]. - Allegations include failure to act on independent directors' objections and blocking strategic initiatives, which are seen as detrimental to the company's operations [10][12]. - Both directors are accused of facilitating conflicts of interest and allowing competition from affiliated companies, which could harm the company's market position [10][12][17]. Group 3: Opposition to Dismissal - The directors facing dismissal argue that their actions were in line with their responsibilities and aimed at maintaining company stability during a transition period [14][15][18]. - They assert that the reasons for dismissal lack sufficient justification and that the call for a temporary shareholders' meeting is an abuse of shareholder rights [19]. - The company has reported losses in Q1 2025, and frequent governance changes could further distract management and harm long-term shareholder interests [19].
中机寰宇认证检验股份有限公司_招股说明书(注册稿)
2023-06-21 10:18
本次股票发行后拟在创业板市场上市,该市场具有较高的投资风险。创业板公 司具有创新投入大、新旧产业融合成功与否存在不确定性、尚处于成长期、经 营风险高、业绩不稳定、退市风险高等特点,投资者面临较大的市场风险。投 资者应充分了解创业板市场的投资风险及本公司所披露的风险因素,审慎作出 投资决定。 中机寰宇认证检验股份有限公司 (北京市大兴区北臧村镇天荣街 32 号) 投资者应当以正式公告的招股说明书作为投资决定依据。 (济南市市中区经七路 86 号) 的? 创业板风险提示 (注册稿) 保荐机构(主承销商) 首次公开发行股票并在创业板上市 招股说明书 本公司的发行申请尚需经深圳证券交易所和中国证监会履行相应程序。本 招股说明书(注册稿)不具有据以发行股票的法律效力,仅供预先披露之用。 中机寰宇认证检验股份有限公司 招股说明书 发行人声明 中国证监会、交易所对本次发行所作的任何决定或意见,均不表明其对注册 申请文件及所披露信息的真实性、准确性、完整性作出保证,也不表明其对发行 人的盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任何与之 相反的声明均属虚假不实陈述。 根据《证券法》的规定,股票依法发行后,发行 ...
西高院:西高院首次公开发行股票并在科创板上市招股说明书
2023-06-12 11:16
退市风险高等特点,投资者面临较大的市场风险。投资者应充分了解科创板的投资风险 及本公司所披露的风险因素,审慎作出投资决定。 西安高压电器研究院股份有限公司 Xi'an High Voltage Apparatus Research Institute Co., Ltd. (西安市莲湖区西二环北段 18 号) 首次公开发行股票并在科创板上市 招股说明书 保荐人(主承销商) (北京市朝阳区建国门外大街 1 号国贸大厦 2 座 27 层及 28 层) 本次发行股票拟在科创板上市,科创板公司具有研发投入大、经营风险高、业绩不稳定、 西安高压电器研究院股份有限公司 招股说明书 发行人声明 中国证监会、交易所对本次发行所作的任何决定或意见,均不表明其对发行人注册 申请文件及所披露信息的真实性、准确性、完整性作出保证,也不表明其对发行人的盈 利能力、投资价值或者对投资者的收益作出实质性判断或保证。任何与之相反的声明均 属虚假不实陈述。 根据《证券法》规定,股票依法发行后,发行人经营与收益的变化,由发行人自行 负责;投资者自主判断发行人的投资价值,自主作出投资决策,自行承担股票依法发行 后因发行人经营与收益变化或者股票价格变 ...