Zheng Quan Zhi Xing

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弘元绿能: 2025年限制性股票激励计划实施考核管理办法
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Viewpoint - The company has established a performance assessment management method for its 2025 restricted stock incentive plan to attract and retain talent, aligning the interests of shareholders, the company, and core team members for sustainable development [1][2]. Group 1: Assessment Objectives and Principles - The purpose of the assessment is to evaluate the performance of the incentive plan participants comprehensively, ensuring the smooth implementation of the incentive plan and promoting the company's sustainable development [1]. - The assessment is based on principles of openness, fairness, and justice, closely linking the stock incentive plan with the performance and contributions of the participants to maximize the interests of the company and all shareholders [1][2]. Group 2: Assessment Objects and Tools - The assessment targets are those identified in the incentive plan, requiring participants to be employed by the company or its subsidiaries during the assessment period [2]. - The assessment tools will include performance indicators based on company and individual metrics, forming written records of tasks and performance goals to be achieved during the assessment period [2][3]. Group 3: Assessment Organization and Management - The assessment will be led and organized by a designated committee, with relevant departments responsible for data collection and calculation, and the final results reviewed by the general manager's office [3][4]. - Participants can appeal their assessment results within three working days if they have objections, with the administrative department conducting a review if necessary [3][4]. Group 4: Assessment Content and Performance Indicators - The performance assessment for the restricted stock will occur in three phases, with specific revenue growth and net profit recovery targets set for each phase [4][5]. - The first phase requires a revenue growth rate of no less than 40% in 2025 compared to 2024, or a turnaround in net profit [4][5]. - Subsequent phases have increasing revenue growth targets of 50% and 60% for 2026 and 2027, respectively, or a minimum net profit growth of 10% [5][6]. Group 5: Assessment Results Management - The assessment results will be categorized into four grades (A, B, C, D), with corresponding release ratios for the restricted stocks based on individual performance scores [6][7]. - Stocks that do not meet the assessment criteria will be repurchased and canceled by the company at the grant price [7]. Group 6: Implementation and Effectiveness - The management method will be effective upon approval by the shareholders' meeting and will be implemented after the incentive plan takes effect [7].
弘元绿能: 信息披露暂缓与豁免业务管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Viewpoint - The document outlines the management system for the temporary suspension and exemption of information disclosure by Hongyuan Green Energy Co., Ltd, ensuring compliance with relevant laws and regulations while protecting the company's interests and confidential information [1][2]. Group 1: General Principles - The purpose of the system is to standardize the temporary suspension and exemption of information disclosure, ensuring compliance with the Securities Law of the People's Republic of China and the Shanghai Stock Exchange's listing rules [1]. - Information disclosure obligations are to be handled according to the relevant regulations, allowing for self-judgment by the company in certain circumstances [1][2]. Group 2: Scope of Temporary Suspension and Exemption - The company can apply for a temporary suspension of disclosure if the information is uncertain, involves temporary business secrets, or could mislead investors [2]. - The typical duration for a temporary suspension of disclosure is generally not to exceed two months [2]. Group 3: Conditions for Temporary Suspension and Exemption - Information can be temporarily suspended or exempted if it involves core technology, operational information, or other circumstances that could harm the company or others [2]. - The company has an obligation to protect state secrets and must not disclose such information through any means [3]. Group 4: Internal Review Procedures - The internal review process requires careful determination of the necessity for temporary suspension or exemption, with measures in place to prevent misuse of these procedures [5]. - Documentation related to the temporary suspension or exemption must be maintained for at least ten years [5][6]. Group 5: Reporting and Accountability - The company must report any temporary suspension or exemption actions to the relevant regulatory bodies within ten days after the announcement of periodic reports [6]. - A mechanism for accountability is established for any violations of the disclosure rules, with potential consequences for responsible personnel [7].
弘元绿能: 董事会战略与可持续发展委员会工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Points - The establishment of the Strategic and Sustainable Development Committee aims to enhance the company's core competitiveness and sustainable development capabilities, improve decision-making efficiency, and elevate ESG standards [1][2] - The committee is responsible for researching and providing recommendations on long-term development strategies, major investment decisions, and ESG-related matters [2][3] Composition - The committee consists of three directors, including at least one independent director [3] - The chairman of the committee is the company's chairman, who also leads the committee's activities [3] Responsibilities - The committee's main responsibilities include researching long-term strategic planning, major investment financing proposals, and overseeing ESG-related initiatives [3] - It is tasked with reviewing reports related to sustainable development and ESG matters [3] Decision-Making Process - The committee convenes meetings based on proposals from the investment working group and submits discussion results to the board [4] Meeting Procedures - The committee must hold at least one regular meeting annually and can convene temporary meetings as needed [5] - Meetings can be conducted in person or via communication methods, ensuring all members can express their opinions [6] Voting and Confidentiality - Decisions require the presence of at least two-thirds of the committee members and must be approved by a majority [6] - Members are obligated to maintain confidentiality regarding meeting discussions and decisions [6] Additional Provisions - The committee's rules are subject to relevant laws and regulations, and any conflicts will defer to those legal standards [7] - The rules are established, modified, and interpreted by the board and take effect upon board approval [7]
弘元绿能: 内幕信息知情人登记管理制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Viewpoint - The company has established an insider information management system to enhance confidentiality, prevent insider trading, and protect investors' rights [1][2]. Group 1: Insider Information Management - The board of directors is responsible for managing insider information, ensuring the accuracy and completeness of insider information registries, with the chairman as the primary responsible person [1][2]. - The insider information management system applies to the company and its subsidiaries, requiring all relevant personnel to maintain confidentiality and cooperate with the registration of insider information [2][3]. - Insider information includes significant changes in business operations, major investments, important contracts, and any events that could materially affect the company's financial status or stock price [2][3][4]. Group 2: Registration and Documentation - The company must accurately record and summarize the list of insider information holders before the official disclosure of insider information, including details such as the time, place, and manner of knowledge [4][5]. - Insider information holders are required to fill out a registration form upon becoming aware of insider information, which must include personal identification and their relationship with the company [4][5]. - The company must maintain and update the insider information holder registry and significant event progress memos for at least ten years [7][8]. Group 3: Confidentiality Obligations - Insider information holders are obligated to keep information confidential and are prohibited from disclosing or trading based on insider information [10][11]. - The company must take necessary measures to limit the number of individuals aware of insider information before its public disclosure [10][11]. - Violations of confidentiality obligations may result in penalties, including potential criminal charges for severe breaches [10][11][12].
弘元绿能: 年报信息披露重大差错责任追究制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
弘元绿色能源股份有限公司 年报信息披露重大差错责任追究制度 弘元绿色能源股份有限公司 年报信息披露重大差错责任追究制度 第一章 总则 第一条 为了提高弘元绿色能源股份有限公司(以下简称"公司")的规范运 作水平,加大对年报信息披露责任人的问责力度,提高年报信息披露的质量和透 明度,增强信息披露的真实性、准确性、完整性和及时性,推进公司内部制度建 设,根据《中华人民共和国证券法》、 《上海证券交易所股票上市规则》、 《上市公 司信息披露管理办法》等法律、法规、规范性文件及《弘元绿色能源股份有限公 司章程》(以下简称"《公司章程》")、《弘元绿色能源股份有限公司信息披露管 理制度》等有关规定,结合公司实际情况,制定本制度。 第二条 本制度适用于公司年度报告信息披露工作中有关人员因违反相关 规定、不履行或者不正确履行其所附职责职责、义务或其他个人原因,导致年度 报告信息披露重大差错,给公司造成重大经济损失或造成不良社会影响时的责任 认定、追究与处理。 第三条 年报信息披露发生重大差错的,公司应追究相关责任人的责任。 实施责任追究时,应遵循以下原则: (一)客观公正、实事求是的原则; (二)有责必问、有错必究的原则; ...
弘元绿能: 期货和衍生品交易内控制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Points - The company has established a system to regulate futures and derivatives trading, aiming to control risks and enhance investment returns while protecting the interests of the company and its shareholders [1][2][4] - The system applies to the company and its wholly-owned and controlling subsidiaries, with specific exceptions outlined [1][2] - The company is prohibited from using raised funds for futures and derivatives trading, focusing instead on hedging activities related to specific risks [2][4] Group 1: Trading Regulations - Futures trading refers to transactions involving futures contracts or standardized options, while derivatives trading includes swaps, forwards, and non-standardized options [1][2] - The company must establish internal control systems for futures and derivatives trading, including investment decision-making, business operations, and risk control [4][5] - The board of directors must approve futures and derivatives trading decisions, ensuring compliance with internal control procedures [5][6] Group 2: Risk Management - The company is required to form a working group for futures and derivatives trading, composed of professionals in investment decision-making, business operations, and risk control [6][8] - The working group must assess business risks and develop strict decision-making procedures and monitoring measures [6][8] - The company must set appropriate stop-loss limits and monitor market price changes to manage risks effectively [7][8] Group 3: Information Disclosure - The board of directors must disclose relevant documents to the stock exchange after making decisions on futures and derivatives trading [18][19] - The company must provide detailed information about the trading purpose, instruments, and expected risks when engaging in futures and derivatives trading [19][20] - Any significant losses or deviations from expected outcomes must be reported promptly, ensuring transparency in trading activities [20][21]
弘元绿能: 会计师事务所选聘制度(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
Core Viewpoint - The article outlines the selection system for accounting firms at Hongyuan Green Energy Co., Ltd., aiming to standardize the hiring process, protect shareholder interests, and ensure the quality of financial information and audits [1][2]. Group 1: General Principles - The selection system is established to comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The company must follow the established procedures for hiring accounting firms for auditing financial reports and internal controls [2]. Group 2: Selection Conditions - The accounting firms must meet specific criteria, including having independent qualifications and a good reputation in the industry [2]. - Firms should not have faced multiple administrative penalties for audit quality issues in the past three years [2]. Group 3: Selection Procedures - The Audit Committee is responsible for hiring or dismissing accounting firms and must follow a defined process [3]. - The selection process includes preparing documents, reviewing proposals, and obtaining approvals from the board and shareholders [4][5]. Group 4: Evaluation Criteria - Evaluation factors for accounting firms include audit fees, qualifications, past performance, and quality management systems [5][6]. - The quality management level must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [6]. Group 5: Supervision and Reporting - The Audit Committee must evaluate the performance of the accounting firm annually and report to the board [7][10]. - Any significant issues or violations during the selection process must be reported to the board for appropriate action [10][11]. Group 6: Miscellaneous Provisions - The selection system will be effective upon approval by the shareholders' meeting and will be interpreted by the board of directors [13].
弘元绿能: 董事会审计委员会工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
General Provisions - The purpose of the audit committee's work rules is to strengthen the decision-making function of the board of directors, ensure effective supervision of the management, and improve the corporate governance structure [1] - The audit committee is a specialized working body approved by the shareholders' meeting, responsible for communication, supervision, and verification of internal and external audits, reporting to the board of directors [1] Composition of the Committee - The audit committee consists of three directors who are not senior management, with at least one independent director being a professional accountant [3] - The chairperson of the audit committee must be an independent director with relevant accounting or financial management experience [3] Responsibilities and Authority - The main responsibilities of the audit committee include supervising and evaluating external and internal audit work, reviewing financial reports, and assessing internal controls [9] - The committee has the authority to propose the hiring or replacement of external audit firms and to supervise their work [10][11] Meetings - The audit committee must hold at least four regular meetings each year, with additional temporary meetings as needed [18][19] - A quorum for meetings requires the presence of at least two-thirds of the committee members [20] Information Disclosure - The company must disclose the composition and professional background of the audit committee members, as well as any changes in personnel [32] - The audit committee's annual performance must be disclosed alongside the company's annual report [33] Annual Report Procedures - The audit committee is responsible for reviewing the company's annual financial statements and ensuring compliance with auditing standards [37][38] - The committee must evaluate the performance of the external auditor and provide recommendations for reappointment or replacement [45][46]
弘元绿能: 股东会网络投票实施细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
General Provisions - The purpose of the guidelines is to standardize the online voting behavior of shareholders at Hongyuan Green Energy Co., Ltd. and protect investors' legal rights, based on relevant laws and regulations [1][2] - The company will provide online voting options alongside in-person voting during shareholder meetings [1][2] - The online voting system will be operated through the Shanghai Stock Exchange's designated platforms [1][2] Notification and Preparation for Online Voting - The company will prepare a notice for the shareholder meeting that includes details about the type of meeting, voting times, and other relevant information [2][3] - In case of changes to the proposals listed in the notice, the meeting convener must issue timely announcements [2][3] - The company must provide shareholder data to the information company two trading days before the meeting [2][3] Methods and Procedures for Online Voting - Shareholders can participate in online voting through designated trading terminals or the internet voting platform on the day of the meeting [4][5] - Voting through the internet platform is available from 9:15 AM to 3:00 PM on the day of the meeting [5][6] - Shareholders with multiple accounts can vote through any of their accounts, but the first vote will be considered valid [6][7] Statistics and Inquiry of Voting Results - Shareholders who vote on some proposals will still be considered present at the meeting [8][9] - The information company will compile and send the voting results to the company after the meeting [8][9] - The company must disclose the voting results, especially for significant matters affecting minority investors [9][9] Miscellaneous - The company's announcement website is specified for information disclosure [9] - The guidelines will take effect after being approved by the shareholder meeting [9]
弘元绿能: 董事会提名委员会工作细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-05 16:34
《上市公司治理准则》、 弘元绿色能源股份有限公司 董事会提名委员会工作细则 弘元绿色能源股份有限公司 董事会提名委员会工作细则 第一章 总则 第一条 为规范弘元绿色能源股份有限公司(以下简称"公司")董事、高级 管理人员的产生,优化董事会组成,完善公司治理结构,根据《中华人民共和国 公司法》、 《上市公司独立董事管理办法》、 《上海证券交易 所上市公司自律监管指引第 1 号——规范运作》、 《弘元绿色能源股份有限公司章 程》 (以下简称"《公司章程》")及其他有关规定,公司特设立董事会提名委员会, 并制定本工作细则。 第二条 董事会提名委员会是董事会按照股东会决议设立的专门工作机构, 主要负责对公司董事和高级管理人员的人选、选择标准和程序进行选择并提出建 议,向董事会报告工作并对董事会负责。 第二章 人员组成 第三条 提名委员会成员由三名董事组成,其中独立董事应当过半数并担任 召集人。 第四条 提名委员会委员由董事长、二分之一以上独立董事或者全体董事的 三分之一提名,并由董事会选举产生。 第五条 提名委员会设主任委员(召集人)一名,由独立董事委员担任,负 责主持委员会工作;主任委员在委员内选举,并报请董事会批 ...