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开普检测: 《对外担保管理制度》(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-10 08:16
General Principles - The purpose of the external guarantee management system is to protect investors' interests, regulate the company's guarantee behavior, control asset operation risks, and promote stable development [1] - The total amount of external guarantees includes guarantees provided by the company to its subsidiaries and those provided by subsidiaries to third parties [1][2] - External guarantees must be uniformly managed and require approval from the board of directors or shareholders' meeting [1][2] Risk Control and Approval Process - Directors and senior management must carefully manage and control the debt risks arising from guarantees and bear joint liability for any losses from improper guarantees [2] - Guarantees should follow principles of legality, prudence, mutual benefit, and safety, with strict risk control measures in place [2][3] - The company can estimate future guarantee amounts for subsidiaries based on their financial ratios and submit them for shareholder approval [3][9] Examination of Guarantee Objects - The company can provide guarantees to entities with independent legal status that meet specific conditions, such as having strong debt repayment capabilities [6] - The board of directors must analyze the credit status of the debtor and the associated risks before approving any guarantees [6][7] - Documentation required for guarantee applications includes financial reports, repayment ability analysis, and any potential legal issues [7] Management of Guarantees - The finance department is responsible for the specific affairs related to external guarantees, including credit investigations and monitoring the financial status of guaranteed entities [32][33] - The company must maintain proper management of guarantee contracts and related documents, ensuring their accuracy and completeness [12] - If a guaranteed entity fails to meet its repayment obligations, the company must take necessary measures to minimize losses and pursue recovery [36][39] Disclosure of Guarantee Information - The company is obligated to disclose external guarantee information in accordance with relevant regulations, including details of the guarantees and their impact on the company's financial status [43][45] - Any department or individual involved in guarantee matters must report to the board of directors and provide necessary documentation for disclosure [44] Responsibilities and Penalties - The company must strictly adhere to the external guarantee management system, with the board of directors determining penalties for responsible individuals based on the severity of losses or risks incurred [47] - If the company incurs losses due to the failure of major shareholders or related parties to repay debts, the board must take protective measures to recover losses [48]
开普检测: 《募集资金管理制度》(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-10 08:16
Core Points - The document outlines the fundraising management system of Xuchang Kaipu Testing Research Institute Co., Ltd, emphasizing the need for compliance with relevant laws and regulations to ensure efficient use of raised funds [1][2][20] - The company is required to use raised funds strictly for the intended purposes as stated in the issuance application documents, and any changes in fund allocation must be properly justified and disclosed [2][7][10] Fundraising Management - The company must establish a centralized special account for managing raised funds, ensuring that these funds are not mixed with other funds or used for unauthorized purposes [4][5] - A tripartite supervision agreement must be signed with the underwriter or independent financial advisor and the commercial bank holding the funds within one month of the funds being received [5][6] Fund Usage - Raised funds should primarily be used for the company's main business operations, and cannot be used for high-risk investments or financial assistance to others [8][11] - The company must ensure the authenticity and fairness of fund usage, preventing misuse by controlling shareholders or related parties [12][13] Reporting and Disclosure - The board of directors is responsible for regularly disclosing the status of fund usage and any discrepancies between actual and planned investments [17][18] - Any significant changes in the investment projects funded by raised capital must be reported, including reasons for changes and their impact on the company [9][19] Compliance and Oversight - The company must adhere to strict approval processes for fund usage, with all expenditures requiring board approval [13][14] - Independent auditors and underwriters are tasked with ongoing supervision of the fund management process, ensuring compliance with established protocols [19][20]
双塔食品投资成立生财科技公司
Qi Cha Cha· 2025-08-01 00:15
Core Viewpoint - Yantai Shuangta Shengcai Technology Co., Ltd. has been established, focusing on food sales and edible mushroom seed production, with its legal representative being Gao Qingye [1] Company Information - The company is a wholly-owned subsidiary of Shuangta Food Co., Ltd. (002481) [1] - The registered capital of Yantai Shuangta Shengcai Technology Co., Ltd. is 1 million yuan [2] - The company is located in the Yantai Economic and Technological Development Zone, Shandong Province, China [2] Business Scope - The business scope includes food sales, edible mushroom seed production, and various technical services [2] - The company is authorized to engage in the sale of pre-packaged food and edible agricultural products [2] - Other activities include logistics services, market research, and cultural exchange activities [2]
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]