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英诺特: 北京英诺特生物技术股份有限公司董事会薪酬与考核委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The document outlines the rules and regulations governing the Compensation and Assessment Committee of Beijing Innotech Biotechnology Co., Ltd., focusing on the establishment of a robust assessment and incentive mechanism for directors and senior management, in compliance with relevant laws and regulations [1][2]. Group 1: General Provisions - The purpose of the rules is to enhance the assessment and incentive mechanisms for the company's directors and senior management, improving corporate governance structures [1]. - The Compensation and Assessment Committee is a specialized committee under the board of directors, responsible for formulating assessment standards and compensation policies for directors and senior management [1][2]. Group 2: Composition of the Committee - The committee consists of three directors, with independent directors making up the majority [2]. - The committee members are nominated by the chairman, a majority of independent directors, or more than one-third of all directors, and elected by the board [2]. Group 3: Responsibilities and Authority - The committee is tasked with developing assessment standards, reviewing compensation policies, and making recommendations on various matters, including compensation for directors and senior management [4]. - The board has the authority to reject any compensation plans that may harm shareholder interests [4]. Group 4: Evaluation Procedures - The committee requires the company to provide relevant materials for performance evaluation, including financial indicators and management responsibilities [12]. - The evaluation process involves self-assessment by directors and senior management, followed by performance evaluations conducted by the committee [13]. Group 5: Committee Meetings - The committee meets as needed, with meetings called by the chairman or upon request from committee members [14]. - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [15][16]. Group 6: Documentation and Confidentiality - Meeting minutes must be recorded, including the opinions of independent directors, and must be kept for at least ten years [10]. - All committee members are bound by confidentiality regarding the matters discussed in meetings [10].
英诺特: 北京英诺特生物技术股份有限公司董事会秘书工作细则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
北京英诺特生物技术股份有限公司 董事会秘书工作细则 (2025年8月修订) 北京英诺特生物技术股份有限公司 董事会秘书工作细则 第一章 总则 第一条 为了促进北京英诺特生物技术股份有限公司(以下简称 "公司")的规范运作,充分发挥董事会秘书的作用,加强对董事会 秘书工作的管理与监督,根据《中华人民共和国公司法》 (以下简称 "《公司法》") 、《中华人民共和国证券法》 (以下简称" 《证券法》 《上市公司治理准则》 、《上海证券交易所科创板股票上市规则》、 (以下简称" 《公司章程》" )等有关规定,制定本工作细则。 第二条 公司设董事会秘书一名,是公司的高级管理人员。公司 董事会秘书是公司与上海证券交易所之间的指定联络人,应当忠实、 勤勉地履行职责,对公司和董事会负责,承担法律、法规及《公司章 程》对公司高级管理人员所要求的义务,享有相应的工作职权,并获 取相应报酬。 第三条 公司应当为董事会秘书履行职责提供便利条件,董事及 其他高级管理人员和公司有关人员应当支持、配合董事会秘书的工作。 第二章 任职资格 第四条 董事会秘书的任职资格: (一)具有良好的职业道德和个人品质; (二)具备履行职责所必需的财务、 ...
英诺特: 北京英诺特生物技术股份有限公司募集资金使用管理办法(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
北京英诺特生物技术股份有限公司 (2025年8月修订) 北京英诺特生物技术股份有限公司 募集资金使用管理办法 第一章 总则 第一条 为规范北京英诺特生物技术股份有限公司(以下简称"公 司")募集资金的使用与管理,提高募集资金使用效益,切实保护投 资者利益,根据《中华人民共和国公司法》、《中华人民共和国证券 法》(以下简称"《证券法》")、《上市公司募集资金监管规则》、 《首次公开发行股票注册管理办法》、《上海证券交易所科创板股票 上市规则》、《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》等相关法律法规和规范性文件以及《公司章程》的规 定,结合公司实际情况,制定本办法。 募集资金使用管理办法 第二条 本办法所称募集资金是指公司通过发行股票或者其他具 有股权性质的证券向投资者募集并用于特定用途的资金,但不包括公 司实施股权激励计划募集的资金。 第三条 公司董事、高级管理人员应当勤勉尽责,确保公司募集 资金安全,不得操控公司擅自或者变相改变募集资金用途。 公司董事会应当科学、审慎地对募集资金投资项目(以下简称"募 投项目")的可行性进行充分论证,确信投资项目有利于增强公司竞 争能力和创新能力, ...
英诺特: 北京英诺特生物技术股份有限公司章程(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Points - The company, Innovita Biological Technology Co., Ltd., was 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 company was approved for public offering of 34.02 million shares and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on July 28, 2022 [1][2] - The registered capital of the company is RMB 136.458196 million [2] Company Structure and Governance - The company is a permanent joint-stock limited company, with the general manager serving as the legal representative [2][3] - The legal representative is responsible for civil activities conducted in the company's name, and the company bears civil liability for actions taken by the legal representative [2][3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [2][3] Business Objectives and Scope - The company's mission is to ensure accessible testing and promote health, with core values of customer first, professional innovation, pragmatic efforts, and team collaboration [4] - The business scope includes technology services, import and export of goods, leasing of non-residential real estate, and sales of medical devices among other activities [4] Share Issuance and Capital Management - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [4][6] - The company can increase capital through various methods, including issuing shares to unspecified or specific targets, distributing bonus shares, or converting reserves into capital [7] - The company is prohibited from repurchasing its own shares except under specific circumstances, such as capital reduction or mergers [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [12][13] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [16][40] - Shareholders who abuse their rights causing damage to the company or other shareholders may be held liable for compensation [16] Board and Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [24][25] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [54][56] - Shareholders holding more than 10% of shares can request the board to convene a temporary meeting under certain conditions [57][58]
英诺特: 关于修订及新增部分公司制度的公告
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The company is revising and adding certain internal regulations to enhance its governance structure and operational standards in compliance with relevant laws and regulations [1]. Group 1: Regulatory Compliance - The revisions are based on the Company Law of the People's Republic of China and various updated guidelines from the Shanghai Stock Exchange [1]. - The company aims to align its internal regulations with the latest regulatory requirements, including the 2025 amendments to the listing rules and self-regulatory guidelines [1]. Group 2: Internal Regulations - Specific regulations being revised or added include the "Management System for Shares Held by Directors and Senior Management" [1]. - Some of these regulations have already been approved by the company's board, while others will require shareholder meeting approval [1]. Group 3: Disclosure - The detailed content of the revised and newly added regulations has been disclosed on the Shanghai Stock Exchange website for investor review [1].
英诺特: 关于购买董监高责任险的公告
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - Beijing Innotech Biotechnology Co., Ltd. plans to purchase Directors, Supervisors, and Senior Management Liability Insurance to enhance risk management and protect the interests of investors [1][2] Group 1: Insurance Plan Details - The company aims to improve decision-making efficiency by authorizing management to handle the purchase of the liability insurance, including selecting the insurance company, determining coverage amounts, and signing relevant legal documents [1] - The insurance plan will cover all directors, supervisors, and senior management personnel, ensuring comprehensive protection against operational risks [1] Group 2: Approval Process - Due to the conflict of interest, all directors and supervisors will abstain from voting on the proposal to purchase the liability insurance, which will be submitted directly to the shareholders' meeting for approval [2]
英诺特: 关于使用暂时闲置募集资金进行现金管理的公告
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The company plans to utilize temporarily idle raised funds for cash management, amounting to a maximum of RMB 300 million, to enhance the efficiency of fund usage without affecting its main business operations [1][2][4]. Investment Overview - **Investment Purpose**: The aim is to rationally utilize temporarily idle raised funds for cash management to improve fund usage efficiency while ensuring that the main investment projects proceed normally [2]. - **Investment Amount**: The company intends to use up to RMB 300 million of idle raised funds for cash management, which can be rolled over within this limit [2]. - **Source of Funds**: The raised funds were obtained from the public offering of 34,020,000 shares at RMB 26.06 per share, totaling RMB 886.56 million, with a net amount of RMB 800.48 million after deducting issuance costs [2][3]. Fund Management and Usage - **Current Fund Balance**: As of June 30, 2025, the balance of the raised funds was RMB 311.32 million, including cash management products [3]. - **Investment Method**: The company will purchase safe, liquid, principal-protected financial products, such as time deposits and structured deposits, ensuring that these funds are not used for pledging or securities investments [4]. - **Investment Period**: The cash management can be cyclically used from September 2, 2025, to September 1, 2026 [4]. Risk Management - **Risk Control Measures**: The company will adhere to relevant regulations and internal policies to manage risks associated with cash management, ensuring that the purpose of the raised funds remains unchanged [5][6]. - **Monitoring and Compliance**: The company has received clear consent from the supervisory board and the sponsor institution, confirming that the cash management complies with regulatory requirements and does not harm shareholder interests [6][7]. Impact on Company - **Operational Impact**: The use of idle raised funds for cash management will not affect the normal operation of the company or its investment projects, thereby enhancing the efficiency of fund usage and benefiting all shareholders [5][6].
英诺特: 关于使用暂时闲置自有资金进行现金管理的公告
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The company plans to utilize idle self-owned funds amounting to RMB 1.7 billion for cash management, aiming to enhance the efficiency of fund usage while ensuring normal business operations are not affected [1][2]. Investment Overview - **Investment Purpose**: The objective is to improve the efficiency of self-owned funds and achieve capital preservation and appreciation for the company and its shareholders [2]. - **Investment Amount**: The company intends to use up to RMB 1.7 billion of idle self-owned funds for cash management, which can be rolled over within this limit [2]. - **Source of Funds**: The funds will come from temporarily idle self-owned resources and will not impact the company's normal operations [2]. - **Investment Method**: The company will purchase high-safety, high-liquidity financial products, including but not limited to notice deposits, structured deposits, and large certificates of deposit, ensuring these products are not used for pledging or securities investment [2]. - **Investment Period**: The funds can be used in a rolling manner for 12 months from the previous cash management authorization, specifically from September 2, 2025, to September 1, 2026 [2]. Review Procedures - The company held the tenth meeting of the second board and the tenth meeting of the second supervisory board on August 27, 2025, where the proposal for cash management was approved, and the supervisory board expressed clear agreement [2][4]. Impact on the Company - Utilizing idle self-owned funds for cash management will not affect the normal development of the company's main business. This approach is expected to enhance the efficiency of fund usage, benefiting the company and all shareholders [4][5]. - According to the new financial instrument standards issued by the Ministry of Finance, the principal of this cash management will be recorded as trading financial assets on the balance sheet, while interest income will be recorded as investment income on the profit statement, subject to annual audit results [4]. Supervisory Board Opinion - The supervisory board agrees that using up to RMB 1.7 billion of idle self-owned funds for purchasing high-safety, high-liquidity financial products is appropriate, ensuring no impact on normal operations and fund safety, and that necessary review procedures have been followed [4][5].
益诺思: 关于召开2025年第三次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-29 16:52
Meeting Information - The shareholder meeting is scheduled for September 23, 2025, at 14:30 [1] - The meeting will be held at the Center Report Hall, 199 Guoshoujing Road, China (Shanghai) Pilot Free Trade Zone [1] - Voting will be conducted through both on-site and online methods [1] Voting Procedures - The online voting system will be the Shanghai Stock Exchange's shareholder meeting online voting system [1] - Voting will be available from 9:15 to 15:00 on the day of the meeting [1] - Shareholders can vote via the trading system or the internet voting platform [2][3] Shareholder Participation - Only shareholders registered by the close of trading on September 15, 2025, are eligible to attend the meeting [5] - Shareholders can appoint proxies to attend and vote on their behalf [4][5] Meeting Registration - Shareholders must register in advance to attend the meeting [5][6] - Registration requires identification and proof of shareholding [6] Additional Information - The company will provide reminder services to facilitate participation from small and medium investors [3] - Transportation and accommodation costs for attending shareholders are self-funded [6]
益诺思: 第三届监事会第十二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:50
Group 1 - The third meeting of the supervisory board of Shanghai Yinos Biotech Co., Ltd. was held on August 27, 2025, with all three supervisors present, and the meeting was conducted in accordance with legal and regulatory requirements [1] - The supervisory board approved the proposal regarding the company's 2025 semi-annual report, affirming that the report accurately reflects the company's operational management and financial status for the first half of 2025 [1][2] - The supervisory board also approved the special report on the storage and actual use of raised funds for the first half of 2025, confirming compliance with relevant regulations and that there were no misrepresentations or omissions [2][4] Group 2 - The supervisory board agreed to the proposal for the reappointment of the accounting firm, which will be submitted for approval at the company's third extraordinary general meeting of shareholders in 2025 [3] - The board approved the use of temporarily idle raised funds for cash management, aiming to enhance the efficiency of fund utilization and increase returns on cash assets, while ensuring the protection of shareholder interests [3][4]