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美埃科技: 关于改聘公司2025年度审计机构的公告
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Viewpoint - The company plans to change its auditing firm from Ernst & Young Hua Ming to KPMG Huazhen for the 2025 fiscal year, following a thorough selection process and communication with both firms [1][6][8] Group 1: Change of Auditing Firm - The new auditing firm will be KPMG Huazhen, while the previous firm was Ernst & Young Hua Ming, which provided services for six consecutive years [1][2] - The change is based on the company's business development needs and the requirements for overall audit quality, as per relevant regulations [6][7] - Both the audit committee and the board of directors have no objections to the proposed change [2][7] Group 2: KPMG Huazhen's Profile - KPMG Huazhen was established on August 18, 1992, and became a special general partnership in 2012 [2] - The firm has 241 partners and 1,309 registered accountants, with over 300 accountants having signed securities service audit reports [2][3] - KPMG Huazhen's audited revenue for 2024 exceeded RMB 4.1 billion, with audit service revenue surpassing RMB 4 billion [2][3] Group 3: Audit Fees and Services - The proposed audit fee for the company's 2025 financial report is RMB 2,260,000, with an additional RMB 220,000 for internal control audits, reflecting an increase from the previous year [6][7] - KPMG Huazhen has audited 127 listed companies in 2024, with total audit fees amounting to approximately RMB 682 million [3][6] Group 4: Compliance and Communication - The company has communicated with both Ernst & Young Hua Ming and KPMG Huazhen regarding the change, and both firms have acknowledged the matter without objections [6][8] - The change in auditing firm is subject to approval at the company's first extraordinary general meeting of shareholders in 2025 [8]
美埃科技: 关于取消监事会、修订《公司章程》及修订、制定部分治理制度的公告
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Viewpoint - The company, Mayair (China) Environmental Technology Co., Ltd., has decided to abolish its supervisory board and amend its articles of association and governance systems, which will be submitted for shareholder approval [1][2]. Group 1: Abolishment of Supervisory Board - The company will no longer have a supervisory board, with its functions being transferred to the audit committee of the board of directors [1][2]. - The supervisory board's rules and related regulations will be abolished, and corresponding amendments will be made to relevant clauses in the company's governance documents [1][2]. Group 2: Amendments to Articles of Association - The company plans to revise its articles of association to reflect the abolishment of the supervisory board and to standardize the terminology used, changing "shareholders' meeting" to "shareholders' assembly" and removing references to "supervisors" and "supervisory board" [2][3]. - The specific amendments will be detailed in an attachment, and the revised articles will be disclosed on the Shanghai Stock Exchange website [3]. Group 3: Governance System Revisions - The company intends to revise and establish certain governance systems in accordance with relevant laws and regulations, aiming to enhance its governance structure and promote standardized operations [3]. - The revised governance systems will also be disclosed on the Shanghai Stock Exchange website [3].
美埃科技: 关于聘任公司证券事务代表的公告
Zheng Quan Zhi Xing· 2025-09-03 11:17
证券代码:688376 证券简称:美埃科技 公告编号:2025-031 《上海证券交易所科创板股票上市规则》等相关法律法规和规范性文件的规定。 李筠凡先生的个人简历详见附件。 公司证券事务代表联系方式如下: 联系电话:025-52124398 电子邮箱:ir@mayair.com.cn 美埃(中国)环境科技股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏,并对其内容的真实性、准确性和完整性依法承担法律责任。 美埃(中国)环境科技股份有限公司(以下简称"公司")于 2025 年 9 月 代表的议案》,公司董事会同意聘任李筠凡先生(简历见附件)为公司证券事务 代表,与现任证券事务代表吴闻先生共同协助董事会秘书履行职责,任期自董 事会审议通过之日起至本届董事会届满之日止。 李筠凡先生已取得上海证券交易所科创板董事会秘书资格证书,具备履行 职责所需的专业知识、工作经验及相关素质,符合《中华人民共和国公司法》 美埃(中国)环境科技股份有限公司董事会 附件:证券事务代表简历 李筠凡,男,1995 年生,中国国籍,无境外永久居留权,本科学历。 员;2022 年至 2023 年, ...
美埃科技: 2025半年度业绩说明会公告
Zheng Quan Zhi Xing· 2025-09-03 11:17
证券代码:688376 证券简称:美埃科技 公告编号:2025-026 美埃(中国)环境科技股份有限公司 关于召开 2025 年半年度业绩说明会的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示: ? 会议召开时间:2025 年 9 月 15 日(星期一)09:00-10:00 ? 会议召开地点:上海证券交易所上证路演中心(网址: https://roadshow.sseinfo.com/) (三)会议召开方式:上证路演中心网络互动 三、参加人员 董事长:蒋立 ? 会议召开方式:上证路演中心网络互动 ? 投资者可于 2025 年 9 月 8 日(星期一)至 9 月 12 日(星期五)16:00 前登 录上证路演中心网站首页点击"提问预征集"栏目或通过美埃(中国)环境科技股 份有限公司(以下简称"公司")邮箱 ir@mayair.com.cn 进行提问。公司将在说 明会上对投资者普遍关注的问题进行回答。 公司已于 2025 年 8 月 30 日发布 2025 年半年度报告,为便于广大投资者更 全面深入地了解公司 ...
美埃科技: 内部审计管理制度
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Points - The internal audit management system of Meiyah (China) Environmental Technology Co., Ltd. aims to standardize internal audit work, enhance quality, and protect investors' rights [1][2] - 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 of financial information [1][2] - The audit committee is responsible for overseeing the internal audit work and ensuring the accuracy and completeness of internal control information disclosure [2][3] Group 1 - The internal audit's objectives include promoting effective control at a reasonable cost and evaluating risk management, control, and governance processes [2][3] - The internal audit scope covers the appropriateness and effectiveness of the internal control system and the evaluation of work effectiveness during task completion [2][3] - The board of directors is responsible for establishing and implementing internal control systems, which must be approved by the board [2][3] Group 2 - The audit committee consists of three directors who are not senior management, with a majority being independent directors, including at least one accounting professional [3][4] - The audit workgroup is established to conduct internal audits and report to the board, maintaining independence from the finance department [3][4] - Internal audit personnel must possess professional ethics, knowledge, and skills relevant to auditing and the company's operations [3][4] Group 3 - The audit workgroup is required to report at least quarterly to the audit committee on the execution of the internal audit plan and any issues discovered [4][5] - The audit committee must evaluate the effectiveness of internal controls based on reports from the audit workgroup and provide written assessments to the board [5][6] - The internal audit process includes checks on the use of raised funds, major transactions, and compliance with relevant regulations [5][6] Group 4 - The internal audit personnel must document audit evidence clearly and maintain confidentiality while adhering to legal and professional standards [4][5] - The audit workgroup is tasked with reviewing the company's compliance with internal control systems and ensuring corrective actions are taken for any deficiencies identified [5][6] - The internal control self-assessment report must include a declaration of authenticity, evaluation methods, and any identified deficiencies [6][7]
美埃科技: 董事和高级管理人员持有公司股份及其变动管理制度
Zheng Quan Zhi Xing· 2025-09-03 11:17
General Principles - The management system for the shares held by directors and senior management of Meiyah (China) Environmental Technology Co., Ltd. is established to strengthen the management of shareholdings and changes in accordance with relevant laws and regulations [2][3]. Scope of Application - This system applies to the management of shares held by the company's directors and senior management, including shares registered in their names and those held through others' accounts [2][3]. Trading Restrictions - Directors and senior management are prohibited from trading the company's shares during specific periods, including 15 days before the annual and semi-annual report announcements, 5 days before quarterly reports, and during significant events that may impact share prices [3][4]. - Any profits from selling shares within 6 months of purchase must be returned to the company [4]. Transfer Limitations - Shares held by directors and senior management cannot be transferred under certain conditions, such as within one year of the company's stock listing or within six months after leaving the company [4][5]. - Directors and senior management are restricted from reducing their holdings of pre-IPO shares until the company achieves profitability for three full accounting years [5]. Trading Quantity - The maximum amount of shares that directors and senior management can transfer annually is limited to 25% of their total holdings, with exceptions for certain circumstances [6][7]. - Any untransferred shares at the end of the year will be included in the calculation for the following year's transferable shares [7]. Information Disclosure - The company secretary is responsible for managing the data related to the shareholdings of directors and senior management, ensuring compliance with disclosure requirements [8][9]. - Directors and senior management must report any changes in their shareholdings within two trading days and disclose relevant details through the company's announcements [9][10]. Additional Provisions - The system will be effective upon approval by the company's board of directors and will be revised as necessary [11].
美埃科技: 信息披露暂缓与豁免管理制度
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Viewpoint - The article outlines the information disclosure deferral and exemption management system of Meiyu (China) Environmental Technology Co., Ltd, aiming to regulate the behavior of the company and other information disclosers, enhance information disclosure supervision, and protect investors' legal rights [2][3]. Group 1: General Principles - The system is established based on relevant laws and regulations, including the Securities Law of the People's Republic of China and the Shanghai Stock Exchange's rules [2]. - The company and other disclosers must disclose information truthfully, accurately, completely, timely, and fairly, without abusing deferral or exemption to evade disclosure obligations or mislead investors [3]. Group 2: Scope of Deferral and Exemption - Information can be deferred or exempted from disclosure if it involves state secrets or other matters that may violate state confidentiality regulations [6]. - The company has an obligation to protect state secrets and must not disclose such information through any means, including investor interactions or press releases [4]. Group 3: Procedures for Deferral and Exemption - The company must carefully determine deferral and exemption matters and follow internal review procedures before implementation [3]. - If information is deferred or exempted, the company must register the details and maintain records for at least ten years [12]. Group 4: Reporting and Compliance - The company must report any deferred or exempted information to the Shanghai Stock Exchange and the local securities regulatory bureau within ten days after the annual, semi-annual, or quarterly report announcement [13]. - If the reasons for deferral or exemption are eliminated, the company must promptly disclose the information and provide justifications for its classification as a business secret [10].
美埃科技: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Points - The document outlines the management system for the resignation of directors and senior management at Meiyah (China) Environmental Technology Co., Ltd, aiming to ensure corporate governance stability and protect the rights of the company and its shareholders [1][2][3] Chapter 1: General Provisions - The system applies to directors and senior management who resign due to term expiration, resignation, dismissal, or other reasons [1] Chapter 2: Resignation Circumstances - Directors and senior management can resign before their term ends by submitting a written resignation report, effective upon receipt by the company, which must disclose the situation within two trading days [3] - If a director's resignation results in the board falling below the legal minimum number of members, the resigning director must continue to fulfill their duties until a new director is appointed [3] Chapter 3: Conditions for Dismissal - The company will terminate the positions of directors and senior management under specific circumstances, including lack of civil capacity, criminal convictions related to corruption, and being listed as a dishonest executor by the court [2][3] Chapter 4: Obligations and Responsibilities of Resigning Directors - Resigning directors and senior management must fulfill any public commitments made during their tenure, and if they fail to do so, the company can seek compensation for losses incurred [4][5] - They are required to complete handover procedures within five days of resignation, including transferring all company documents and materials [4] Chapter 5: Post-Resignation Obligations - Resigning directors and senior management are prohibited from using their former positions to interfere with the company's operations or harm the interests of the company and its shareholders for two years post-resignation [5] - They must cooperate with the company in follow-up investigations regarding significant matters during their tenure and cannot refuse to provide necessary documents [5] Chapter 6: Miscellaneous - The system becomes effective upon approval by the board and will be interpreted by the board [6]
美埃科技: 防范控股股东、实际控制人及其关联方资金占用管理制度
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Viewpoint - The document outlines a management system aimed at preventing the misuse of company funds by controlling shareholders, actual controllers, and their related parties, ensuring the protection of shareholder and investor interests [2][3]. Group 1: General Principles - The system is established to maintain the interests of shareholders and investors, creating a long-term mechanism to prevent fund misuse by controlling shareholders and related parties [2]. - The system applies to financial management between the company and its controlling shareholders, actual controllers, and related parties [2]. Group 2: Prevention Principles - The company must maintain independence in personnel, assets, and finances from controlling shareholders and related parties, ensuring clear ownership of assets [4]. - Any financial transactions with controlling shareholders and related parties must adhere to strict review procedures and disclosure obligations [4][5]. Group 3: Measures for Prevention - The board of directors is responsible for managing the prevention of fund misuse, with specific duties assigned to directors and senior management to ensure fund security [6]. - Independent directors must provide special reports on the status of fund misuse by controlling shareholders and related parties [6]. Group 4: Accountability and Penalties - Violations of the system by controlling shareholders or related parties that harm the company will result in compensation responsibilities and potential legal actions [12][13]. - The board must activate a "freeze upon misuse" mechanism to protect company assets in case of fund misuse [10][13].
美埃科技: 累积投票制实施细则
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Points - The article outlines the implementation details of the cumulative voting system for the election of directors at Meiyah (China) Environmental Technology Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' interests [1][2][3] Group 1: Cumulative Voting System Overview - The cumulative voting system allows shareholders to allocate their voting rights among multiple director candidates when electing two or more directors, ensuring that minority shareholders can elect representatives [2][3] - The voting rights for each shareholder are calculated as the number of shares held multiplied by the number of directors to be elected [8][9] Group 2: Voting Principles - The company must inform shareholders about the cumulative voting system and provide clear instructions on how to vote during the shareholder meeting [7][8] - Each shareholder can either concentrate their votes on one candidate or distribute them among several candidates, but cannot exceed the total number of votes they hold [4][5] Group 3: Election of Directors - Directors are elected based on the total votes received, with a requirement that the votes must exceed half of the total voting rights held by attending shareholders [14][15] - In case of a tie in votes among candidates, specific procedures are outlined to resolve the situation and ensure that the election process continues until all required directors are elected [15][16] Group 4: Special Procedures for Cumulative Voting - The company must prepare suitable ballots for cumulative voting, which should include essential information such as meeting name, candidate names, and voting instructions [19][20] - The cumulative voting system only accumulates votes for approval, excluding opposition and abstention votes to simplify the process for minority shareholders [21][22] Group 5: Implementation and Compliance - The cumulative voting system will take effect upon approval by the shareholder meeting, and any modifications will follow the same procedure [24][25] - The company is responsible for disclosing relevant information regarding the cumulative voting system to all shareholders [22][23]